Common use of Termination on Account of Death or Disability Clause in Contracts

Termination on Account of Death or Disability. If the Executive’s employment is terminated on account of death under Section 1(a) or disability under Section 1(b), the Employers shall pay the Executive (or his authorized representative or estate) his Accrued Benefit. The Employers shall also provide the Executive (or his authorized representative or estate) with a lump sum payment equal to 100 percent of his annual base salary within 60 days of the Date of Termination. In addition, the Executive (or his authorized representative or estate) shall also be entitled to receive the pro rata portion of any cash incentive compensation which would have been earned by the Executive during such year of termination had such Executive remained employed the entire year and as determined by the Compensation Committee of the Company, determined by multiplying such cash incentive compensation by a fraction, the numerator of which equals the number of days the Executive is employed by the Employers during such year to the Date of Termination, and the denominator of which equals 365 (the “Pro-Rated Bonus”). The Pro-Rated Bonus shall be paid at the same time that the Employers pay cash incentive compensation to other executives. Upon the Date of Termination, all equity awards with time-based vesting shall immediately fully vest in accordance with their terms and become non-forfeitable. Each equity award which has been granted (or any other equity award which would otherwise have been granted to the Executive during the applicable performance period/calendar year in the ordinary course) with performance vesting shall vest at an amount based upon the Employers’ achievement of performance goals through the end of performance period, multiplied by a fraction, the numerator of which shall be the number of days the Executive was employed by the Employers from the commencement of the performance period through the Date of Termination and the denominator of which shall be the total number of days in the performance period.

Termination on Account of Death or Disability. If During the Term, if the Executive’s employment is terminated on account of death under Section 1(a3(a) or disability under Section 1(b3(b), the Employers shall pay the Executive (or his authorized representative or estate) his Accrued Benefit. The Employers shall also provide the Executive (or his authorized representative or estate) with a lump sum payment equal to 100 percent of his annual base salary Base Salary within 60 days of the Date of Termination. In addition, the Executive (or his authorized representative or estate) shall also be entitled to receive the pro rata portion of any cash incentive compensation which would have been earned by the Executive during such year of termination had such Executive remained employed the entire year and as determined by the Compensation Committee of the Companypursuant to Section 2(b), determined by multiplying such cash incentive compensation by a fraction, the numerator of which equals the number of days the Executive is employed by the Employers during such year to the Date of Termination, and the denominator of which equals 365 (the “Pro-Rated Bonus”). The Pro-Rated Bonus shall be paid at the same time that the Employers pay cash incentive compensation to other executivesexecutives under Section 2(b). Upon the Date of Termination, all equity awards with time-based vesting shall immediately fully vest in accordance with their terms and become non-forfeitable. Each equity award which has been granted (or any other equity award which would otherwise have been granted to the Executive during the applicable performance period/calendar year in the ordinary course) with performance vesting shall vest at an amount based upon the Employers’ achievement of performance goals through the end of performance period, multiplied by a fraction, the numerator of which shall be the number of days the Executive was employed by the Employers from the commencement of the performance period through the Date of Termination and the denominator of which shall be the total number of days in the performance period.

Termination on Account of Death or Disability. If the Executive’s employment is terminated on account of death under Section 1(a) or disability under Section 1(b), the Employers shall pay the Executive (or his her authorized representative or estate) his her Accrued Benefit. The Employers shall also provide the Executive (or his her authorized representative or estate) with a lump sum payment equal to 100 percent of his her annual base salary within 60 days of the Date of Termination. In addition, the Executive (or his her authorized representative or estate) shall also be entitled to receive the pro rata portion of any cash incentive compensation which would have been earned by the Executive during such year of termination had such Executive remained employed the entire year and as determined by the Compensation Committee of the Company, determined by multiplying such cash incentive compensation by a fraction, the numerator of which equals the number of days the Executive is employed by the Employers during such year to the Date of Termination, and the denominator of which equals 365 (the “Pro-Rated Bonus”). The Pro-Rated Bonus shall be paid at the same time that the Employers pay cash incentive compensation to other executives. Upon the Date of Termination, all equity awards with time-based vesting shall immediately fully vest in accordance with their terms and become non-forfeitable. Each equity award which has been granted (or any other equity award which would otherwise have been granted to the Executive during the applicable performance period/calendar year in the ordinary course) with performance vesting shall vest at an amount based upon the Employers’ achievement of performance goals through the end of performance period, multiplied by a fraction, the numerator of which shall be the number of days the Executive was employed by the Employers from the commencement of the performance period through the Date of Termination and the denominator of which shall be the total number of days in the performance period.

Termination on Account of Death or Disability. If During the Term, if the Executive’s employment is terminated on account of death under Section 1(a3(a) or disability under Section 1(b3(b), the Employers shall pay the Executive (or his her authorized representative or estate) his her Accrued Benefit. The Employers shall also provide the Executive (or his her authorized representative or estate) with a lump sum payment equal to 100 percent of his annual base salary her Base Salary within 60 days of the Date of Termination. In addition, the Executive (or his her authorized representative or estate) shall also be entitled to receive the pro rata portion of any cash incentive compensation which would have been earned by the Executive during such year of termination had such Executive remained employed the entire year and as determined by the Compensation Committee of the Companypursuant to Section 2(b), determined by multiplying such cash incentive compensation by a fraction, the numerator of which equals the number of days the Executive is employed by the Employers during such year to the Date of Termination, and the denominator of which equals 365 (the “Pro-Rated Bonus”). The Pro-Rated Bonus shall be paid at the same time that the Employers pay cash incentive compensation to other executivesexecutives under Section 2(b). Upon the Date of Termination, all equity awards with time-based vesting shall immediately fully vest in accordance with their terms and become non-forfeitable. Each equity award which has been granted (or any other equity award which would otherwise have been granted to the Executive during the applicable performance period/calendar year in the ordinary course) with performance vesting shall vest at an amount based upon the Employers’ achievement of performance goals through the end of performance period, multiplied by a fraction, the numerator of which shall be the number of days the Executive was employed by the Employers from the commencement of the performance period through the Date of Termination and the denominator of which shall be the total number of days in the performance period.