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

Termination on Account of Death or Disability. In the event of the Executive’s termination of employment with the Company on account of death or Disability, all obligations of the Company under Sections 1 and 2 will immediately cease as of the Executive’s Termination Date. In connection with this termination, (a) within ten (10) days of the Executive’s Termination Date, the Company will pay the Executive (or, in the case of the Executive’s death, the Executive’s beneficiary or, if none has been designated in accordance with Section 10.3, the Executive’s estate), (i) the amount of the Executive’s Compensation Accrued at Termination and (ii) a single sum cash payment equal to the Partial Year Bonus; (b) all Equity Awards held by the Executive, other than any Performance-Based Award (defined in Section 5.3(b)) that is designated an “out-performance” award and that references and proclaims to supersede this Agreement and as to which the provisions of such Equity Award shall control, shall become fully vested and exercisable; (c) the benefits described in Section 5.2; and (d) the Executive’s rights, if any, under any Company benefit plan or program shall be governed by such plan or program. A Performance-Based Award becoming vested under this Section 4 (rather than pursuant to the Equity Award agreement) shall vest at the target level.

Termination on Account of Death or Disability. In the event of the Executive’s termination of employment with the Company on account of death or DisabilityDisability during the Term, all obligations of the Company under Sections 1 and 2 will immediately cease as of the Executive’s Termination Date. In connection with this termination, (a) within ten (10) days of the Executive’s Termination Date, the Company will pay the Executive (or, in the case of the Executive’s death, the Executive’s beneficiary or, if none has been designated in accordance with Section 10.3, the Executive’s estate), (i) the amount of the Executive’s Compensation Accrued at Termination and (ii) a single sum cash payment equal to the Partial Year Bonus; (b) all Equity Awards held by the Executive, other than any Performance-Based Award (defined in Section 5.3(b)) that is designated an “out-performance” award and that references and proclaims to supersede this Agreement and as to which the provisions of such Equity Performance-Based Award shall control, shall become fully vested and exercisable; (c) the Company will provide the benefits described in Section 5.25.3; and (d) the Executive’s rights, if any, under any Company benefit plan or program shall be governed by such plan or program. A Performance-Based Award becoming vested under this Section 4 (rather than pursuant to the Equity Award agreementaward agreement applicable to such Performance-Based Award) shall vest at the target level.

Termination on Account of Death or Disability. In the event of the Executive’s termination of employment with the Company on account of death or Disability, all obligations of the Company under Sections 1 and 2 will immediately cease as of the Executive’s Termination Date. In connection with this termination, (a) within ten (10) days of the Executive’s Termination Date, the Company will pay the Executive (or, in the case of the Executive’s death, the Executive’s beneficiary or, if none has been designated in accordance with Section 10.3, the Executive’s estate), (i) the amount of the Executive’s Compensation Accrued at Termination and (ii) a single sum cash payment equal to the Partial Year Bonus; (b) all Equity Awards held by the Executive, other than any Performance-Based Award (as defined in Section 5.3(b)) that is designated an “out-performance” award and that references and proclaims to supersede this Agreement and as to which the provisions of such Equity Award shall control, shall become fully vested and exercisable; (c) the Company will provide the benefits described in Section 5.25.2 to the Executive; and (d) the Executive’s rights, if any, under any Company benefit plan or program shall be governed by such plan or program. A Performance-Based Award becoming vested under this Section 4 (rather than pursuant to the Equity Award agreement) shall vest at the target level.