Common use of Termination of Employment Due to Death Clause in Contracts

Termination of Employment Due to Death. In the event of the Executive’s death during the Term of Employment, the Term of Employment shall end as of the date of the Executive’s death and his estate and/or beneficiaries, as the case may be, shall be entitled to the following: (1) Base Salary earned but not paid prior to the date of the Executive’s death, payable within 15 days of the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the date of the Executive’s death occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days of the Termination Date; (4) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards, including but not limited to the Special Performance-Based Restricted Stock Grant, shall immediately vest as of the Termination Date and be paid or distributed, as the case may be, within 15 days of the Termination Date; (5) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days of the Termination Date; (6) all stock options held by the Executive as of the date of the Executive’s death and that were granted prior to the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (7) all stock options held by the Executive as of the date of the Executive’s death and that were granted on or after the Effective Date shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (8) all premiums on health insurance for his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s heath plan; (9) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (10) such other or additional benefits, if any, as may be provided under applicable plans, programs and/or arrangements of the Company.

Termination of Employment Due to Death. In the event of the Executive’s death during the Term of Employment, the Term of Employment shall end as of the date of the Executive’s death and his estate and/or beneficiaries, as the case may be, shall be entitled to the following: (1) Base Salary earned but not paid prior to the date of the Executive’s death, payable within 15 days of after the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the date of the Executive’s death occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of after the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days of after the Termination Date; (4) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards, including but not limited to the Special Performance-Based Restricted Stock Grant, awards shall immediately vest as of the Termination Date assuming, for these purposes, that all target goals had been achieved as of the Termination Date and shall be paid or distributed, as the case may be, within 15 days of after the Termination Date; (5) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days of after the Termination Date; (6) all stock options held by the Executive as of the date of the Executive’s death and that were granted prior to the Effective Date February 1, 2008 shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (7) all stock options held by the Executive as of the date of the Executive’s death and that were granted on or after the Effective Date February 1, 2008 shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (8) all premiums on health insurance for his the Executive’s spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s heath health plan; (9) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (10) such other or additional benefits, if any, as may be provided under applicable plans, programs and/or arrangements of the Company.

Termination of Employment Due to Death. In the event of the Executive’s death during the Term of Employment, the Term of Employment shall end as of the date of the Executive’s death and his estate and/or beneficiaries, as the case may be, shall be entitled to the following: (1) Base Salary earned but not paid prior to the date of the Executive’s death, payable within 15 days of the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the date of the Executive’s death occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days of the Termination Date; (4) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards, including but not limited to the Special Performance-Based Restricted Stock Grant, awards shall immediately vest as of the Termination Date and be paid or distributed, as the case may be, within 15 days of the Termination Date; (5) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days of the Termination Date; (6) all stock options held by the Executive as of the date of the Executive’s death and that were granted prior to the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (7) all stock options held by the Executive as of the date of the Executive’s death and that were granted on or after the Effective Date shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (8) all premiums on health insurance for his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s heath plan; (9) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (10) such other or additional benefits, if any, as may be provided under applicable plans, programs and/or arrangements of the Company.

Termination of Employment Due to Death. In the event of the Executive’s death during the Term of Employment, the Term of Employment shall end as of the date of the Executive’s death and his estate and/or beneficiaries, as the case may be, shall be entitled to the following: (1) Base Salary earned but not paid prior to the date of the Executive’s death, payable within 15 days of after the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the date of the Executive’s death occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of after the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days of after the Termination Date; (4) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards, including but not limited to the Special Performance-Based Restricted Stock Grant, awards shall immediately vest as of the Termination Date assuming, for these purposes, that all target goals had been achieved as of the Termination Date and shall be paid or distributed, as the case may be, within 15 days of after the Termination Date; (5) all long-term performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days of after the Termination Date; (6) all stock options held by the Executive as of the date of the Executive’s death and that were granted prior to the Effective Date February 1, 2008 shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (7) all stock options held by the Executive as of the date of the Executive’s death and that were granted on or after the Effective Date February 1, 2008 shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (8) all premiums on health insurance for his the Executive’s spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s heath health plan; (9) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (10) such other or additional benefits, if any, as may be provided under applicable plans, programs and/or arrangements of the Company.

Termination of Employment Due to Death. In the event of the Executive’s death during the Term of Employment, the Term of Employment shall end as of the date of the Executive’s death and his her estate and/or beneficiaries, as the case may be, shall be entitled to the following: (1) Base Salary earned but not paid prior to the date of the Executive’s death, payable within 15 days of the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the date of the Executive’s death occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days of the Termination Date; (4) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards, including but not limited to the Special Performance-Based Restricted Stock Grant, shall immediately vest as of the Termination Date and be paid or distributed, as the case may be, within 15 days of the Termination Date; (5) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days of the Termination Date; (6) all stock options held by the Executive as of the date of the Executive’s death and that were granted prior to the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (7) all stock options held by the Executive as of the date of the Executive’s death and that were granted on or after the Effective Date shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 12-year period immediately following the Termination Date; (8) all premiums on health insurance for his her spouse and his her dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s heath health plan; (9) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (10) such other or additional benefits, if any, as may be provided under applicable plans, programs and/or arrangements of the Company.

Termination of Employment Due to Death. In the event of the Executive’s death during the Term of Employment, the Term of Employment shall end as of the date of the Executive’s death and his estate and/or beneficiaries, as the case may be, shall be entitled to the following: (1) Base Salary earned but not paid prior to the date of the Executive’s death, payable within 15 days of the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the date of the Executive’s death occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days of the Termination Date; (4) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards, including but not limited to the Special Performance-Based Restricted Stock Grant, shall immediately vest as of the Termination Date and be paid or distributed, as the case may be, within 15 days of the Termination Date; (5) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days of the Termination Date; (6) all stock options held by the Executive as of the date of the Executive’s death and that were granted prior to the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (7) all stock options held by the Executive as of the date of the Executive’s death and that were granted on or after the Effective Date shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 12-year period immediately following the Termination Date; (8) all premiums on health insurance for his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s heath health plan; (9) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (10) such other or additional benefits, if any, as may be provided under applicable plans, programs and/or arrangements of the Company.

Termination of Employment Due to Death. In the event of the Executive’s death during the Term of Employment, the Term of Employment shall end as of the date of the Executive’s death and his estate and/or beneficiaries, as the case may be, shall be entitled to the following: (1i) Base Salary earned but not paid prior to the date of his death in accordance with the ExecutiveCompany’s death, payable within 15 days of the Termination Dateregular payroll practices; (2) all annual incentive compensation awards with respect to any year prior to the year in which the date of the Executive’s death occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of the Termination Date or (ii) if the amount of the award had not been determined as of or prior any annual bonus earned pursuant to the Termination DateSection 5, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonusbut unpaid, payable within 15 days of the Termination Date; (4) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards, including but not limited to the Special Performance-Based Restricted Stock Grant, shall immediately vest as of the Termination Date and be paid or distributed, as the case may be, within 15 days of the Termination Date; (5) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days of the Termination Date; (6) all stock options held by the Executive as of the date of death for the Executive’s death and that were granted prior immediately preceding fiscal year, payable when bonuses are paid by the Company to its senior-level executives in respect of such fiscal year (but not later than the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms 15th day of the applicable stock option agreementsthird month after the end of such fiscal year); (7iii) all stock options held by a pro-rata share of the annual bonus the Executive as of the date of the Executive’s death and that were granted on or after the Effective Date shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) would have earned pursuant to Section 5 if he had remained employed through the end of the 1-fiscal year period immediately following in which his employment terminated, based on the Termination Date; (8) all premiums on health insurance Company’s actual performance against the goals set by the Compensation Committee for his spouse and his dependents shall be fully such fiscal year, payable when bonuses are paid by the Company for as long as they are eligible for COBRA coverage under to its senior level executives, but not later than the Company’s heath plan15th day of the third month after the end of such fiscal year; (9iv) any amounts earned, accrued or owing to the Executive prior to the date of his death but not yet paid under Section Sections 7, 8, 9 or 10 above; andabove in accordance with the terms thereof; (10v) such other or additional benefits, if any, as may be provided under applicable plans, programs and/or arrangements of the Company, in accordance with the terms of such plans, programs and/or arrangements; and (vi) the immediate vesting of all stock options and deferred stock awarded to the Executive, with any options granted after the Effective Date having a minimum exercise period of one (1) year from the date of death or, if less, the maximum exercise period permitted by Section 409A, subject to any option plan provisions relating to a change in control or similar event and to the initial ten (10) year term of the options; provided, however, that, if necessary, such exercise period shall be extended if permitted by Section 409A until the exercise of the options would cease to violate any federal or state securities laws but subject to the initial ten (10) year term of the options, all in accordance with the terms of the underlying plan document and award agreement.