Common use of Termination In Event of Death: Benefits Clause in Contracts

Termination In Event of Death: Benefits. If Executive’s employment is terminated by reason of Executive’s death during the Employment Period, this Agreement shall terminate, except as provided herein, without further obligation to Executive’s legal representatives under this Agreement, other than for payment of all accrued compensation which shall be paid as otherwise provided in this Agreement, unreimbursed expenses which shall be reimbursed in accordance with the Company’s reimbursement policy, the timely payment or provision of Other Benefits through the date of death, one (1) year’s Base Salary, and such cash bonus or Stock Award, other than the Initial Award, as Executive would otherwise have been awarded in that calendar year if Executive’s death had not occurred. Such Base Salary shall be paid to Executive’s estate or beneficiary, as applicable, in a lump sum in cash within ninety (90) days after the date of death. Such cash bonus, if any, shall be paid to Executive’s estate or beneficiary, as applicable, at such time that such cash bonus would have been paid if Executive had remained employed. Such Stock Award, if any, shall be granted to Executive’s estate or beneficiary, as applicable, as of Executive’s date of death. With respect to the provision of Other Benefits, the term Other Benefits as used in this Section shall include, without limitation, and Executive’s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company to the estates and beneficiaries of other executive level employees of the Company under such plans, programs, practices, and policies relating to death benefits, if any, as in effect with respect to other executives and their beneficiaries at any time during the one hundred twenty (120) day period immediately preceding the date of death. Additionally, all Stock Awards, other than the Initial Award (which shall be governed by the applicable award agreement), shall be vested immediately and shall be exercisable for the lesser of one year after the date of such vesting or the remaining term of such option.

Termination In Event of Death: Benefits. If Executive’s employment is terminated by reason of Executive’s death during the Employment Period, this Agreement shall terminate, except as provided herein, without further obligation to Executive’s legal representatives under this Agreement, other than for payment of all accrued compensation which shall be paid as otherwise provided in this Agreement, unreimbursed expenses which shall be reimbursed in accordance with the Company’s reimbursement policy, the timely payment or provision of Other Benefits through the date of death, one (1) year’s Base Salary, and such cash bonus or Stock Award, other than the Initial Award, Award as Executive would otherwise have been awarded in that calendar year if Executive’s death had not occurred. Such Base Salary shall be paid to Executive’s estate or beneficiary, as applicable, in a lump sum in cash within ninety (90) days after the date of death. Such cash bonus, if any, shall be paid to Executive’s estate or beneficiary, as applicable, at such time that such cash bonus would have been paid if Executive had remained employed. Such Stock Award, if any, shall be granted to Executive’s estate or beneficiary, as applicable, as of Executive’s date of death. With respect to the provision of Other Benefits, the term Other Benefits as used in this Section shall include, without limitation, and Executive’s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company to the estates and beneficiaries of other executive level employees of the Company under such plans, programs, practices, and policies relating to death benefits, if any, as in effect with respect to other executives and their beneficiaries at any time during the one hundred twenty (120) day period immediately preceding the date of death. Additionally, all Stock Awards, other than the Initial Award (which shall be governed by the applicable award agreement), Awards shall be vested immediately and shall be exercisable for the lesser of one year after the date of such vesting or the remaining term of such option.

Termination In Event of Death: Benefits. If Executive’s employment with the Company is terminated by reason of Executive’s death during the Employment PeriodTerm, this Agreement shall terminate, except as provided herein, terminate without further obligation to Executive’s legal representatives under this Agreement, other than for payment of all accrued compensation which shall be paid as otherwise provided in this AgreementBase Salary through the Termination Date, unreimbursed business expenses which shall be reimbursed through the Termination Date in accordance with Sections 3(a) and 3(d), and the Company’s reimbursement policy, the timely payment or provision amount of Other Benefits through any bonus under Section 3(b) that relates to a prior year and that is unpaid as of the date of death, one (1) year’s Base Salary, and such cash bonus or Stock Award, other than the Initial Award, as Executive would otherwise have been awarded in that calendar year if Executive’s death had not occurred. Such The accrued but unpaid Base Salary shall be paid to Executive’s estate or beneficiary, as applicable, in a lump sum in cash within ninety six (906) days after the date Termination Date or by the next regularly scheduled payday. Unreimbursed business expenses shall be paid to Executive’s estate within the time period required by the Company’s business expense reimbursement policy. Executive’s estate shall be entitled to employee benefits in accordance with and subject to the terms and conditions of deaththe employee plans and programs and payment for all accrued but unused vacation days. Such cash Executive shall be entitled to consideration for the Annual Bonus payment under Section 3(b) with respect to the calendar year in which Executive dies; provided that the payment of such bonus, if any, shall be paid to payable within thirty (30) days after the Termination Date (if calculable), but in no event later than March 15 of the year following the year of death; and further provided, that the amount of the Annual Bonus shall be prorated in accordance with the number of days in such calendar year during which he is so employed. In addition, Executive or his estate shall become fully vested in all unvested restricted stock and stock options outstanding on Executive’s estate or beneficiary, as applicable, at such time that such cash bonus would have been paid if Executive had remained employed. Such Stock Award, if any, shall be granted to Executive’s estate or beneficiary, as applicable, as of Executive’s date Termination Date in the event of death. With respect to , including the provision of Other Benefits, the term Other Benefits as used in this restricted stock granted under Section shall include, without limitation, and Executive’s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company to the estates and beneficiaries of other executive level employees of the Company under such plans, programs, practices, and policies relating to death benefits, if any, as in effect with respect to other executives and their beneficiaries at any time during the one hundred twenty (1203(c) day period immediately preceding the date of death. Additionally, all Stock Awards, other than the Initial Award (which shall be governed by the applicable award agreement), shall be vested immediately and shall be exercisable for the lesser of one year after the date of such vesting or the remaining term of such optionherein.

Termination In Event of Death: Benefits. If Executive’s employment is terminated by reason of Executive’s death during the Employment Period, this Agreement shall terminate, except as provided herein, without further obligation to Executive’s legal representatives under this Agreement, other than for payment of all accrued compensation which shall be paid as otherwise provided in this Agreement, unreimbursed expenses which shall be reimbursed in accordance with the Company’s reimbursement policy, the timely payment or provision of Other Benefits through the date of death, one (1) year’s Base Salary, and such cash bonus or Stock Award, other than the Initial Award, as Executive would otherwise have been awarded in that calendar year if Executive’s death had not occurred. Such Base Salary shall be paid to Executive’s estate or beneficiary, as applicable, in a lump sum in cash within ninety (90) days after the date of death. Such cash bonus, if any, shall be paid to Executive’s estate or beneficiary, as applicable, at such time that such cash bonus would have been paid if Executive had remained employed. Such Stock Award, if any, shall be granted to Executive’s estate or beneficiary, as applicable, as of Executive’s date of death. With respect to the provision of Other Benefits, the term Other Benefits as used in this Section shall include, without limitation, and Executive’s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company to the estates and beneficiaries of other executive level employees of the Company under such plans, programs, practices, and policies relating to death benefits, if any, as in effect with respect to other executives and their beneficiaries at any time during the one hundred twenty (120) day period immediately preceding the date of death. Additionally, all Stock Awards, other than the Initial Award (which shall be governed by the applicable award agreement), shall be vested immediately and shall be exercisable for the lesser of one year after the date of such vesting or the remaining term of such option.

Termination In Event of Death: Benefits. If Executive’s employment is terminated by reason of Executive’s death during the Employment Period, this Agreement shall terminate, except as provided herein, without further obligation to Executive’s legal representatives under this Agreement, other than for payment of all accrued compensation which shall be paid as otherwise provided in this Agreement, unreimbursed expenses which shall be reimbursed in accordance with the Company’s reimbursement policy, the timely payment or provision of Other Benefits through the date of death, one (1) year’s Base Salary, and such cash bonus or Stock Award, other than the Initial Award, as Executive would otherwise have been awarded in that calendar year if Executive’s death had not occurred. Such Base Salary shall be paid to Executive’s estate or beneficiary, as applicable, in a lump sum in cash within ninety (90) days after the date of death. Such cash bonus, if any, shall be paid to Executive’s estate or beneficiary, as applicable, at such time that such cash bonus would have been paid if Executive had remained employed. Such Stock Award, if any, shall be granted to Executive’s estate or beneficiary, as applicable, as of Executive’s date of death. With respect to the provision of Other Benefits, the term Other Benefits as used in this Section shall include, without limitation, and Executive’s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company to the estates and beneficiaries of other executive level employees of the Company under such plans, programs, practices, and policies relating to death benefits, if any, as in effect with respect to other executives and their beneficiaries at any time during the one hundred twenty (120) day period immediately preceding the date of death. Additionally, all Stock Awards, other than the Initial Award (which shall be governed by the applicable award agreement), Awards shall be vested immediately and shall be exercisable for the lesser of one year after the date of such vesting or the remaining term of such option.

Termination In Event of Death: Benefits. If Executive’s employment is terminated by reason of Executive’s death during the Employment Period, this Agreement shall terminate, except as provided herein, without further obligation to Executive’s legal representatives under this Agreement, other than for payment of all accrued compensation which shall be paid as otherwise provided in this Agreement, unreimbursed expenses which shall be OFFSHORE GROUP INVESTMENT LIMITED EMPLOYMENT AGREEMENT Page 10 of 30 IF " DOCVARIABLE "SWDOCIDLOCATION" 1" = "1" " DOCPROPERTY "SWDOCID" WEIL:\95588506\4\78787.0003" "" WEIL:\95588506\4\78787.0003 reimbursed in accordance with the Company’s reimbursement policy, the timely payment or provision of Other Benefits through the date of death, one (1) year’s Base Salary, and such cash bonus or Stock Award, other than the Initial Award, as Executive would otherwise have been awarded in that calendar year if Executive’s death had not occurred. Such Base Salary shall be paid to Executive’s estate or beneficiary, as applicable, in a lump sum in cash within ninety (90) days after the date of death. Such cash bonus, if any, shall be paid to Executive’s estate or beneficiary, as applicable, at such time that such cash bonus would have been paid if Executive had remained employed. Such Stock Award, if any, shall be granted to Executive’s estate or beneficiary, as applicable, as of Executive’s date of death. With respect to the provision of Other Benefits, the term Other Benefits as used in this Section shall include, without limitation, and Executive’s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company to the estates and beneficiaries of other executive level employees of the Company under such plans, programs, practices, and policies relating to death benefits, if any, as in effect with respect to other executives and their beneficiaries at any time during the one hundred twenty (120) day period immediately preceding the date of death. Additionally, all Stock Awards, other than the Initial Award (which shall be governed by the applicable award agreement), shall be vested immediately and shall be exercisable for the lesser of one year after the date of such vesting or the remaining term of such option.

Termination In Event of Death: Benefits. If Executive’s employment is terminated by reason of Executive’s death during the Employment Period, this Agreement shall terminate, except as provided herein, without further obligation to Executive’s legal representatives under this Agreement, other than for payment of all accrued compensation which shall be paid as otherwise provided in this Agreement, unreimbursed expenses which shall be reimbursed in accordance with the Company’s reimbursement policy, the timely payment or provision of Other Benefits through the date of death, one (1) year’s Base Salary, and such cash bonus or Stock Award, other than the Initial Award, as Executive would otherwise have been awarded in that calendar year if Executive’s death had not occurred. Such Base Salary shall be paid to Executive’s estate or beneficiary, as applicable, in a lump sum in cash within ninety (90) days after the date of death. Such cash bonus, if any, shall be paid to Executive’s estate or beneficiary, as applicable, at such time that such cash bonus would have been paid if Executive had remained employed. Such Stock Award, if any, shall be granted to Executive’s estate or beneficiary, as applicable, as of Executive’s date of death. With respect to the provision of Other Benefits, the term Other Benefits as used in this Section shall include, without limitation, and Executive’s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company to the estates and beneficiaries of other executive level employees of the Company under such plans, programs, practices, and policies relating to death benefits, if any, as in effect with respect to other executives and their beneficiaries at any time during the one hundred twenty (120) day period immediately preceding the date of death. Additionally, all Stock Awards, other than the Initial Award (which shall be governed by the applicable award agreement), shall be vested immediately and shall be exercisable for the lesser of one year after the date of such vesting or the remaining term of such option.. OFFSHORE GROUP INVESTMENT LIMITED EMPLOYMENT AGREEMENT Page 9 of 30 IF " DOCVARIABLE "SWDOCIDLOCATION" 1" = "1" " DOCPROPERTY "SWDOCID" WEIL:\95588506\4\78787.0003" "" WEIL:\95588506\4\78787.0003