Common use of Termination of Employment by Death Clause in Contracts

Termination of Employment by Death. The Employee's Employment will terminate automatically at the time of his death. If the Employee's Employment terminates by reason of the Employee's death, the Company will pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary entitled to that payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of (i) the portion of the Base Salary through the end of the month in which the Termination Date occurs which has not yet been paid, (ii) all compensation the Employee has previously deferred (together with any accrued interest or earnings thereon) which has not yet been paid, (iii) any accrued but unpaid vacation pay (if the Employee dies while on Active Status) and (iv) (A) if the Employee dies while on Active Status or during the Part-time Employment Period (other than during the last 12 months of the Part-time Employment Period), an amount equal to the Base Salary being paid for the Compensation Year in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i), as applicable.

Termination of Employment by Death. The Employee's Employment will terminate automatically at In the time event of the death of the Executive during the course of his death. If employment hereunder, the Employee's Employment terminates by reason Executive’s estate (or other person or entity having such entitlement pursuant to the terms of the Employee's death, the Company will pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary applicable plan or program) shall be entitled to that payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of receive (i) the portion Executive’s base salary pursuant to Section 3.1 earned through the date of the Base Salary through Executive’s death plus the end Executive’s base salary for the period of vacation time earned but not taken for the year of the month Executive’s death, such base salary to be paid in which a lump sum no later than the Termination Date occurs which has next payroll date following the Executive’s date of termination to the extent not yet been previously paid, (ii) a bonus for the year of the Executive’s death (to be paid within 90 days after the Executive’s death) in an amount equal to a pro rata portion of the average of the three highest annual bonuses earned by the Executive under the Company’s annual bonus plan for any of the five calendar years preceding the calendar year of the Executive’s death (or, if the Executive was not eligible for a bonus for at least three calendar years in such five-year period, then the average of such bonuses for all compensation of the Employee has previously deferred (together calendar years in such five-year period for which the Executive was eligible), with any accrued interest or earnings thereon) which has not yet been paiddeferred bonuses counting for the year earned rather than the year paid and with the pro rata portion being determined by dividing the number of days of the Executive’s employment during such calendar year up to his death by 365 (366 if a leap year), (iii) any accrued but unpaid vacation pay (if other compensation and benefits to the Employee dies while on Active Status) extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) (A) if any reimbursement amounts owing under Section 4. In addition, in the Employee dies while on Active Status or during event of such death, the Part-time Employment Period (other than during Executive’s beneficiaries shall receive any death benefits owed to them under the last Company’s employee benefit plans. If the Executive’s spouse and/or dependent children elect to continue coverage under the Company’s health plan following the Executive’s death pursuant to COBRA, the Company for a period of 12 months following the Executive’s death will pay the same percentage of the Part-time Employment Period), an amount equal to the Base Salary being paid premium for COBRA coverage for the Compensation Year in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i)Executive’s spouse and/or dependent children, as applicable, as the Company would have paid in respect of the Executive’s coverage under such plan if the Executive had continued in employment with the Company for such period.

Termination of Employment by Death. The Employee's Employment will terminate automatically at In the time of his death. If the Employee's Employment terminates by reason event of the Employee's deathdeath of the Executive during the course of her employment hereunder, the Company will pay Executive's estate (or other person or entity having such entitlement pursuant to the Person terms of the Employee has designated in a written notice delivered to the Company as his beneficiary applicable plan or program) shall be entitled to that payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of receive (i) the portion Executive's base salary pursuant to Section 3.1 earned through the date of the Base Salary through Executive's death plus the end Executive's base salary for the period of vacation time earned but not taken for the year of the month in which Executive's death, such base salary to be paid at the Termination Date occurs which has not yet been paidnormal time for payment of such base salary, (ii) a bonus for the year of the Executive's death (to be paid within 90 days after the Executive's death) in an amount equal to a pro rata portion of the average of the three highest annual bonuses earned by the Executive under the Company's annual incentive bonus plan for any of the five calendar years preceding the calendar year of the Executive's death (or, if the Executive was not eligible for a bonus for at least three calendar years in such five-year period, then the average of such bonuses for all compensation of the Employee has previously deferred (together calendar years in such five-year period for which the Executive was eligible), with any accrued interest or earnings thereon) which has not yet been paiddeferred bonuses counting for the year earned rather than the year paid and with the pro rata portion being determined by dividing the number of days of the Executive's employment during such calendar year up to her death by 365 (366 if a leap year), (iii) any accrued but unpaid vacation pay (if other compensation and benefits to the Employee dies while on Active Status) extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits, and (iv) (A) if any reimbursement amounts owing under Section 4. In addition, in the Employee dies while on Active Status or during event of such death, the Part-time Employment Period (other than during Executive's beneficiaries shall receive any death benefits owed to them under the last Company's employee benefit plans. If the Executive's spouse and/or dependent children elect to continue coverage under the Company's health plan following the Executive's death pursuant to COBRA, the Company for a period of 12 months following the Executive's death will pay the same percentage of the Part-time Employment Period), an amount equal to the Base Salary being paid premium for COBRA coverage for the Compensation Year in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the EmployeeExecutive's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i)spouse and/or dependent children, as applicable, as the Company would have paid in respect of the Executive's coverage under such plan if the Executive had continued in employment with the Company for such period.

Termination of Employment by Death. The Employee's Employment will terminate automatically at In the time event of the death of the Executive during the course of his death. If employment hereunder, the EmployeeExecutive's Employment terminates by reason estate (or other person or entity having such entitlement pursuant to the terms of the Employee's death, the Company will pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary applicable plan or program) shall be entitled to that payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of receive (i) the portion Executive's base salary pursuant to Section 3.1 earned through the date of the Base Salary through Executive's death plus the end Executive's base salary for the period of vacation time earned but not taken for the year of the month in which Executive's death, such base salary to be paid at the Termination Date occurs which has not yet been paidnormal time for payment of such base salary, (ii) a bonus for the year of the Executive's death (to be paid within 90 days after the Executive's death) in an amount equal to a pro rata portion of the average of the three highest annual bonuses earned by the Executive under the Company's annual incentive bonus plan for any of the five calendar years preceding the calendar year of the Executive's death (or, if the Executive was not eligible for a bonus for at least three calendar years in such five-year period, then the average of such bonuses for all compensation of the Employee has previously deferred (together calendar years in such five-year period for which the Executive was eligible), with any accrued interest or earnings thereon) which has not yet been paiddeferred bonuses counting for the year earned rather than the year paid and with the pro rata portion being determined by dividing the number of days of the Executive's employment during such calendar year up to his death by 365 (366 if a leap year), (iii) any accrued but unpaid vacation pay (if other compensation and benefits to the Employee dies while on Active Status) extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits, and (iv) (A) if any reimbursement amounts owing under Section 4. In addition, in the Employee dies while on Active Status or during event of such death, the Part-time Employment Period (other than during Executive's beneficiaries shall receive any death benefits owed to them under the last Company's employee benefit plans. If the Executive's spouse and/or dependent children elect to continue coverage under the Company's health plan following the Executive's death pursuant to COBRA, the Company for a period of 12 months following the Executive's death will pay the same percentage of the Part-time Employment Period), an amount equal to the Base Salary being paid premium for COBRA coverage for the Compensation Year in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the EmployeeExecutive's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i)spouse and/or dependent children, as applicable, as the Company would have paid in respect of the Executive's coverage under such plan if the Executive had continued in employment with the Company for such period.

Termination of Employment by Death. The Employee's Employment will terminate automatically at In the time event of the death of the Executive during the course of his death. If employment hereunder, the Employee's Employment terminates by reason Executive’s estate (or other person or entity having such entitlement pursuant to the terms of the Employee's death, the Company will pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary applicable plan or program) shall be entitled to that payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of receive (i) the portion Executive’s base salary earned through the date of the Base Salary through Executive’s death plus the end Executive’s base salary for the period of vacation time earned but not taken for the year of the month in which Executive’s death, such base salary to be paid at the Termination Date occurs which has not yet been paidnormal time for payment of such base salary, (ii) if earned, a bonus for the year of the Executive’s death (to be paid within 90 days after the Executive’s death) in an amount equal to a pro rata portion of the average of the three highest annual bonuses earned by the Executive under the Company’s annual incentive bonus plan for any of the five calendar years preceding the calendar year of the Executive’s death (or, if the Executive was not eligible for a bonus for at least three calendar years in such five-year period, then the average of such bonuses for all compensation of the Employee has previously deferred (together calendar years in such five-year period for which the Executive was eligible), with any accrued interest or earnings thereon) which has not yet been paiddeferred bonuses counting for the year earned rather than the year paid and with the pro rata portion being determined by dividing the number of days of the Executive’s employment during such calendar year up to his death by 365 (366 if a leap year), (iii) any accrued but unpaid vacation pay (if other compensation and benefits to the Employee dies while on Active Status) extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits, and (iv) (A) if any reimbursement of Business Expenses. In addition, in the Employee dies while on Active Status or during event of such death, the Part-time Employment Period (other than during Executive’s beneficiaries shall receive any death benefits owed to them under the last Company’s employee benefit plans. If the Executive’s spouse and/or dependent children elect to continue coverage under the Company’s health plan following the Executive’s death pursuant to COBRA, the Company for a period of 12 months following the Executive’s death will pay the same percentage of the Part-time Employment Period), an amount equal to the Base Salary being paid premium for COBRA coverage for the Compensation Year in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i)Executive’s spouse and/or dependent children, as applicable, as the Company would have paid in respect of the Executive’s coverage under such plan if the Executive had continued in employment with the Company for such period.

Termination of Employment by Death. The Employee's Employment will terminate automatically at In the time of his death. If the Employee's Employment terminates by reason event of the Employee's deathdeath of the Executive during the course of her employment hereunder, the Company will pay Executive’s estate (or other person or entity having such entitlement pursuant to the Person terms of the Employee has designated in a written notice delivered to the Company as his beneficiary applicable plan or program) shall be entitled to that payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of receive (i) the portion Executive’s base salary pursuant to Section 3.1 earned through the date of the Base Salary through Executive’s death plus the end Executive’s base salary for the period of vacation time earned but not taken for the year of the month Executive’s death, such base salary to be paid in which a lump sum no later than the Termination Date occurs which has next payroll date following the Executive’s date of termination to the extent not yet been previously paid, (ii) a bonus for the year of the Executive’s death (to be paid within 90 days after the Executive’s death) in an amount equal to a pro rata portion of the average of the three highest annual bonuses earned by the Executive under the Company’s annual bonus plan for any of the five calendar years preceding the calendar year of the Executive’s death (or, if the Executive was not eligible for a bonus for at least three calendar years in such five-year period, then the average of such bonuses for all compensation of the Employee has previously deferred (together calendar years in such five-year period for which the Executive was eligible), with any accrued interest or earnings thereon) which has not yet been paiddeferred bonuses counting for the year earned rather than the year paid and with the pro rata portion being determined by dividing the number of days of the Executive’s employment during such calendar year up to her death by 365 (366 if a leap year), (iii) any accrued but unpaid vacation pay (if other compensation and benefits to the Employee dies while on Active Status) extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) (A) if any reimbursement amounts owing under Section 4. In addition, in the Employee dies while on Active Status or during event of such death, the Part-time Employment Period (other than during Executive’s beneficiaries shall receive any death benefits owed to them under the last Company’s employee benefit plans. If the Executive’s spouse and/or dependent children elect to continue coverage under the Company’s health plan following the Executive’s death pursuant to COBRA, the Company for a period of 12 months following the Executive’s death will pay the same percentage of the Part-time Employment Period), an amount equal to the Base Salary being paid premium for COBRA coverage for the Compensation Year in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i)Executive’s spouse and/or dependent children, as applicable, as the Company would have paid in respect of the Executive’s coverage under such plan if the Executive had continued in employment with the Company for such period.

Termination of Employment by Death. The Employee's Employment will shall terminate automatically at the time of his death. If the Employee's Employment terminates is terminated by reason of the Employee's death, the Company will shall pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary entitled to that such payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 thirty (30) days after the Termination Date, the amount equal to the sum of (iI) the portion of the Base Salary through the end of the month in which the Termination Date occurs which has not yet been paid, (ii) all compensation previously deferred by the Employee has previously deferred (together with any accrued interest or earnings thereon) which has not yet been paid, (iii) any accrued but unpaid vacation pay (if the Employee dies while on Active Status) and (iv) (Aa) if the Employee dies while on Active Status or during Status, the Part-time Employment Period product of (other than during the last 12 months of the Part-time Employment Period), an amount equal to 1) the Base Salary being paid for the Compensation Year in which he dies multiplied by (2) three (3) or (Bb) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth (1/12th) of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d5(D), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a4(A) or 5(e)(i5(E)(I), as applicable.

Termination of Employment by Death. The EmployeeIn the event of the death of the Executive during the course of his employment hereunder, the Executive's Employment will terminate automatically estate (or other person or entity having such entitlement pursuant to the terms of the applicable plan or program) shall be entitled to receive (i) the Executive's base salary pursuant to Section 3.1 earned through the date of the Executive's death plus the Executive's base salary for the period of vacation time earned but not taken for the year of the Executive's death, such base salary to be paid at the normal time for payment of such base salary, (ii) a bonus for the year of the Executive's death (to be paid within 90 days after the Executive's death) in an amount equal to a pro rata portion of the average of the three highest annual bonuses earned by the Executive under the Company's annual incentive bonus plan for any of the five calendar years preceding the calendar year of the Executive's death (or, if the Executive was not eligible for a bonus for at least three calendar years in such five-year period, then the average of such bonuses for all of the calendar years in such five-year period for which the Executive was eligible), with any deferred bonuses counting for the year earned rather than the year paid and with the pro rata portion being determined by dividing the number of days of the Executive's employment during such calendar year up to his death by 365 (366 if a leap year),(iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits, and (iv) any reimbursement amounts owing under Section 4. In addition, in the event of such death, the Executive's beneficiaries shall receive any death benefits owed to them under the Company's employee benefit plans. If the EmployeeExecutive's Employment terminates by reason of spouse and/or dependent children elect to continue coverage under the EmployeeCompany's deathhealth plan following the Executive's death pursuant to COBRA, the Company for a period of 18 months following the Executive's death will pay to the Person same percentage of the Employee has designated in a written notice delivered to premium for COBRA coverage for the Company as his beneficiary entitled to that payment, if any, or to the EmployeeExecutive's estatespouse and/or dependent children, as applicable, as the Company would have paid in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of (i) the portion respect of the Base Salary through the end of the month in which the Termination Date occurs which has not yet been paid, (ii) all compensation the Employee has previously deferred (together with any accrued interest or earnings thereon) which has not yet been paid, (iii) any accrued but unpaid vacation pay (Executive's coverage under such plan if the Employee dies while on Active Status) and (iv) (A) if the Employee dies while on Active Status or during the Part-time Employment Period (other than during the last 12 months of the Part-time Employment Period), an amount equal to the Base Salary being paid for the Compensation Year Executive had continued in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning employment with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary Company for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i), as applicablesuch period.

Termination of Employment by Death. The Employee's Employment will terminate automatically at In the time event of the death of the Executive during the course of his death. If employment hereunder, the Employee's Employment terminates by reason Executive’s estate (or other person or entity having such entitlement pursuant to the terms of the Employee's death, the Company will pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary applicable plan or program) shall be entitled to that payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of receive (i) the portion Executive’s base salary earned through the date of the Base Salary through Executive’s death plus the end Executive’s base salary for the period of vacation time earned but not taken for the year of the month in which Executive’s death, such base salary to be paid at the Termination Date occurs which has not yet been paidnormal time for payment of such base salary, (ii) if earned, a bonus for the year of the Executive’s death (to be paid within 90 days after the Executive’s death) in an amount equal to a pro rata portion of the average of the three highest annual bonuses earned by the Executive under the Company’s annual incentive bonus plan for any of the five calendar years preceding the calendar year of the Executive’s death (or, if the Executive was not eligible for a bonus for at least three calendar years in such five-year period, then the average of such bonuses for all compensation of the Employee has previously deferred (together calendar years in such five-year period for which the Executive was eligible), with any accrued interest or earnings thereon) which has not yet been paiddeferred bonuses counting for the year earned rather than the year paid and with the pro rata portion being determined by dividing the number of days of the Executive’s employment during such calendar year up to his death by 365 (366 if a leap year), (iii) any accrued but unpaid vacation pay (if other compensation and benefits to the Employee dies while on Active Status) extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits, and (iv) (A) if any reimbursement of Business Expenses. In addition, in the Employee dies while on Active Status or during event of such death, the Part-time Employment Period (other than during Executive’s beneficiaries shall receive any death benefits owed to them under the last Company’s employee benefit plans. If the Executive’s spouse and/or dependent children elect to continue coverage under the Company’s health plan following the Executive’s death pursuant to COBRA, the Company for a period of 12 months following the Executive’s death will pay the same percent-age of the Part-time Employment Period), an amount equal to the Base Salary being paid premium for COBRA coverage for the Compensation Year in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i)Executive’s spouse and/or dependent children, as applicable, as the Company would have paid in respect of the Executive’s coverage under such plan if the Executive had continued in employment with the Company for such period.

Termination of Employment by Death. The Employee's Employment will terminate automatically at In the time event of the death of the ---------------------------------- Executive during the course of his death. If employment hereunder, the EmployeeExecutive's Employment terminates by reason estate (or other person or entity having such entitlement pursuant to the terms of the Employee's death, the Company will pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary applicable plan or program) shall be entitled to that payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of receive (i) the portion Executive's base salary pursuant to Section 3.1 earned through the date of the Base Salary through Executive's death plus the end Executive's base salary for the period of vacation time earned but not taken for the year of the month in which Executive's death, such base salary to be paid at the Termination Date occurs which has not yet been paidnormal time for payment of such base salary, (ii) a bonus for the year of the Executive's death (to be paid within 90 days after the Executive's death) in an amount equal to a pro rata portion of the average of the three highest annual bonuses earned by the Executive under the Company's annual incentive bonus plan for any of the five calendar years preceding the calendar year of the Executive's death (or, if the Executive was not eligible for a bonus for at least three calendar years in such five-year period, then the average of such bonuses for all compensation of the Employee has previously deferred (together calendar years in such five-year period for which the Executive was eligible), with any accrued interest or earnings thereon) which has not yet been paiddeferred bonuses counting for the year earned rather than the year paid and with the pro rata portion being determined by dividing the number of days of the Executive's employment during such calendar year up to his death by 365 (366 if a leap year), (iii) any accrued but unpaid vacation pay (if other compensation and benefits to the Employee dies while on Active Status) extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits, and (iv) (A) if any reimbursement amounts owing under Section 4. In addition, in the Employee dies while on Active Status or during event of such death, the Part-time Employment Period (other than during Executive's beneficiaries shall receive any death benefits owed to them under the last Company's employee benefit plans. If the Executive's spouse and/or dependent children elect to continue coverage under the Company's health plan following the Executive's death pursuant to COBRA, the Company for a period of 12 months following the Executive's death will pay the same percentage of the Part-time Employment Period), an amount equal to the Base Salary being paid premium for COBRA coverage for the Compensation Year in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the EmployeeExecutive's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i)spouse and/or dependent children, as applicable, as the Company would have paid in respect of the Executive's coverage under such plan if the Executive had continued in employment with the Company for such period.

Termination of Employment by Death. The Employee's Employment will shall terminate automatically at the time of his death. If the Employee's Employment terminates is terminated by reason of the Employee's death, the Company will shall pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary entitled to that such payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 thirty (30) days after the Termination Date, the amount equal to the sum of (i) the portion of the Base Salary through the end of the month in which the Termination Date occurs which has not yet been paid, (ii) all compensation previously deferred by the Employee has previously deferred (together with any accrued interest or earnings thereon) which has not yet been paid, (iii) any accrued but unpaid vacation pay (if the Employee dies while on Active Status) and (iv) (Aa) if the Employee dies while on Active Status or during Status, the Part-time Employment Period (other than during the last 12 months product of the Part-time Employment Period), an amount equal to the Base Salary being paid for the Compensation Year in which he dies multiplied by three (3) or (Bb) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth (1/12th) of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d5(D), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a4(A) or 5(e)(i5(E)(i), as applicable.

Termination of Employment by Death. The Employee's Employment will terminate automatically In the event of the death of the Executive during the course of her employment hereunder, the Executive’s estate (or other person or entity having such entitlement pursuant to the terms of the applicable plan or program) shall be entitled to receive (a) the Executive’s base salary pursuant to Section 3.1 earned through the date of the Executive’s death plus the Executive’s base salary for the period of vacation time earned but not taken for the year of the Executive’s death, such base salary to be paid in a lump sum no later than the next payroll date following the Executive’s date of termination to the extent not previously paid, (b) a bonus for the year of the Executive’s death (to be paid within 90 days after the Executive’s death) in an amount equal to a pro rata portion of the average of the three highest annual bonuses earned by the Executive under the Company’s annual bonus plan for any of the five fiscal years preceding the calendar year of the Executive’s death (or, if the Executive was not eligible for a bonus for at least three fiscal years in such five-year period, then the average of such bonuses for all of the calendar years in such five-year period for which the Executive was eligible, and if occurring during the first such year then the average shall be deemed to be a target level bonus), with any deferred bonuses counting for the year earned rather than the year paid and with the pro rata portion being determined by dividing the number of days of the Executive’s employment during such calendar year up to her death by 365 (366 if a leap year), (c) any unpaid annual bonus earned for a prior completed fiscal year, which bonus shall be paid at the normal time for payment of his such bonus in the fiscal year of the Executive’s death; (d) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (e) any reimbursement amounts owing under Section 4. In addition, in the event of such death, the Executive’s beneficiaries shall receive any death benefits owed to them under the Company’s employee benefit plans. If the Employee's Employment terminates by reason of Executive’s spouse and/or dependent children elect to continue coverage under the Employee's deathCompany’s health plan following the Executive’s death pursuant to COBRA, the Company for a period of 12 months following the Executive’s death will pay to the Person same percentage of the Employee has designated in a written notice delivered to premium for COBRA coverage for the Company as his beneficiary entitled to that payment, if any, or to the Employee's estateExecutive’s spouse and/or dependent children, as applicable, as the Company would have paid in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of (i) the portion respect of the Base Salary through the end of the month in which the Termination Date occurs which has not yet been paid, (ii) all compensation the Employee has previously deferred (together with any accrued interest or earnings thereon) which has not yet been paid, (iii) any accrued but unpaid vacation pay (Executive’s coverage under such plan if the Employee dies while on Active Status) and (iv) (A) if the Employee dies while on Active Status or during the Part-time Employment Period (other than during the last 12 months of the Part-time Employment Period), an amount equal to the Base Salary being paid for the Compensation Year Executive had continued in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning employment with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary Company for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i), as applicablesuch period.

Termination of Employment by Death. The Employee's Employment will shall terminate automatically at the time of his death. If the Employee's Employment terminates is terminated by reason of the Employee's death, the Company will shall pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary entitled to that such payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 thirty (30) days after the Termination Date, the amount equal to the sum of (i) the portion of the Base Salary through the end of the month in which the Termination Date occurs which has not yet been paid, (ii) all compensation previously deferred by the Employee has previously deferred (together with any accrued interest or earnings thereon) which has not yet been paid, (iii) any accrued but unpaid vacation pay (if the Employee dies while on Active Status) and while (iv) (Aa) if the Employee dies while on Active Status or during Status, the Part-time Employment Period product of (other than during the last 12 months of the Part-time Employment Period), an amount equal to 1) the Base Salary being paid for the Compensation Year in which he dies multiplied by (2) three (3) or (Bb) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth (1/12th) of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d5(D), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a4(A) or 5(e)(i5(E)(i), as applicable.

Termination of Employment by Death. The Employee's Employment will terminate automatically at In the time event of the death of the Executive during the course of his death. If employment hereunder, the Employee's Employment terminates by reason Executive’s estate (or other person or entity having such entitlement pursuant to the terms of the Employee's death, the Company will pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary applicable plan or program) shall be entitled to that payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of receive (i) the portion Executive’s base salary pursuant to Section 3.1 earned through the date of the Base Salary through Executive’s death plus the end Executive’s base salary for the period of vacation time earned but not taken for the year of the month in which Executive’s death, such base salary to be paid at the Termination Date occurs which has not yet been paidnormal time for payment of such base salary, (ii) a bonus for the year of the Executive’s death (to be paid within 90 days after the Executive’s death) in an amount equal to a pro rata portion of the average of the three highest annual bonuses earned by the Executive under the Company’s annual incentive bonus plan for any of the five calendar years preceding the calendar year of the Executive’s death (or, if the Executive was not eligible for a bonus for at least three calendar years in such five-year period, then the average of such bonuses for all compensation of the Employee has previously deferred (together calendar years in such five-year period for which the Executive was eligible), with any accrued interest or earnings thereon) which has not yet been paiddeferred bonuses counting for the year earned rather than the year paid and with the pro rata portion being determined by dividing the number of days of the Executive’s employment during such calendar year up to his death by 365 (366 if a leap year), (iii) any accrued but unpaid vacation pay (if other compensation and benefits to the Employee dies while on Active Status) extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits, and (iv) (A) if any reimbursement amounts owing under Section 4. In addition, in the Employee dies while on Active Status or during event of such death, the Part-time Employment Period (other than during Executive’s beneficiaries shall receive any death benefits owed to them under the last Company’s employee benefit plans. If the Executive’s spouse and/or dependent children elect to continue coverage under the Company’s health plan following the Executive’s death pursuant to COBRA, the Company for a period of 12 months following the Executive’s death will pay the same percentage of the Part-time Employment Period), an amount equal to the Base Salary being paid premium for COBRA coverage for the Compensation Year in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i)Executive’s spouse and/or dependent children, as applicable, as the Company would have paid in respect of the Executive’s coverage under such plan if the Executive had continued in employment with the Company for such period.

Termination of Employment by Death. The Employee's Employment will terminate automatically In the event of the death of the Executive during the course of his employment hereunder, the Executive’s estate (or other person or entity having such entitlement pursuant to the terms of the applicable plan or program) shall be entitled to receive (i) the Executive’s base salary pursuant to Section 3.1 earned through the date of the Executive’s death plus the Executive’s base salary for the period of vacation time earned but not taken for the year of the Executive’s death, such base salary to be paid at the normal time for payment of such base salary; (ii) a bonus for the year of the Executive’s death (to be paid within 90 days after the Executive’s death) in an amount equal to a pro rata portion of the average of the three highest annual bonuses earned by the Executive under the Company’s annual incentive bonus plan for any of the five calendar years preceding the calendar year of the Executive’s death (or, if the Executive was not eligible for a bonus for at least three calendar years in such five-year period, then the average of such bonuses for all of the calendar years in such five-year period for which the Executive was eligible), with any deferred bonuses counting for the year earned rather than the year paid and with the pro rata portion being determined by dividing the number of days of the Executive’s employment during such calendar year up to his death by 365 (366 if a leap year);(iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits; and (iv) any reimbursement amounts owing under Section 4. In addition, in the event of such death, the Executive’s beneficiaries shall receive any death benefits owed to them under the Company’s employee benefit plans. If the Employee's Employment terminates by reason of Executive’s spouse and/or dependent children elect to continue coverage under the Employee's deathCompany’s health plan following the Executive’s death pursuant to COBRA, the Company for a period of 18 months following the Executive’s death will pay to the Person same percentage of the Employee has designated in a written notice delivered to premium for COBRA coverage for the Company as his beneficiary entitled to that payment, if any, or to the Employee's estateExecutive’s spouse and/or dependent children, as applicable, as the Company would have paid in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of (i) the portion respect of the Base Salary through the end of the month in which the Termination Date occurs which has not yet been paid, (ii) all compensation the Employee has previously deferred (together with any accrued interest or earnings thereon) which has not yet been paid, (iii) any accrued but unpaid vacation pay (Executive’s coverage under such plan if the Employee dies while on Active Status) and (iv) (A) if the Employee dies while on Active Status or during the Part-time Employment Period (other than during the last 12 months of the Part-time Employment Period), an amount equal to the Base Salary being paid for the Compensation Year Executive had continued in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning employment with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary Company for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i), as applicablesuch period.

Termination of Employment by Death. The Employee's Employment will shall terminate automatically at the time of his death. If the Employee's Employment terminates is terminated by reason of the Employee's death, the Company will shall pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary entitled to that such payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 thirty (30) days after the Termination Date, the amount equal to the sum of (i) the portion of the Base Salary through the end of the month in which the Termination Date occurs which has not yet been paid, (ii) all compensation previously deferred by the Employee has previously deferred (together with any accrued interest or earnings thereon) which has not yet been paid, (iii) any accrued but unpaid vacation pay (if the Employee dies while on Active Status) and (iv) (Aa) if the Employee dies while on Active Status or during Status, the Part-time Employment Period product of (other than during the last 12 months of the Part-time Employment Period), an amount equal to 1) the Base Salary being paid for the Compensation Year in which he dies multiplied by (2) three (3) or (Bb) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth (1/12th) of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d5(D), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a4(A) or 5(e)(i5(E)(i), as applicable.

Termination of Employment by Death. The Employee's Employment will shall terminate automatically at the time of his death. If the Employee's Employment terminates is terminated by reason of the Employee's death, the Company will shall pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary entitled to that such payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 thirty (30) days after the Termination Date, the amount equal to the sum of (i) the portion of the Base Salary through the end of the month in which the Termination Date occurs which has not yet been paid, (ii) all 16 compensation previously deferred by the Employee has previously deferred (together with any accrued interest or earnings thereon) which has not yet been paid, (iii) any accrued but unpaid vacation pay (if the Employee dies while on Active Status) and (iv) (Aa) if the Employee dies while on Active Status or during Status, the Part-time Employment Period product of (other than during the last 12 months of the Part-time Employment Period), an amount equal to 1) the Base Salary being paid for the Compensation Year in which he dies multiplied by (2) three (3) or (Bb) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth (1/12th) of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d5(D), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a4(A) or 5(e)(i5(E)(i), as applicable.