Common use of Termination on Account of Death Clause in Contracts

Termination on Account of Death. Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates on account of death, Executive shall be entitled to receive death benefits under any death benefit program maintained by the Company that covers Executive, and Executive not receive benefits pursuant to Sections 2 and 3 hereof, except that, subject to the provisions of Section 5 hereof, the Executive shall be entitled to the following benefits provided that Executive’s estate executes and does not revoke the Release: (i) With respect to any outstanding Company stock options held by the Executive as of his death that are not vested and exercisable as of such date, the Company shall fully accelerate the vesting and exercisability of such stock options, so that all such stock options shall be fully vested and exercisable as of the Executive’s death, such options (as well as any outstanding stock options that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one year after the Executive’s death or (B) the original term of the option. (ii) With respect to any Restricted Stock Units held by the Executive that are unvested at the time of his death, all such unvested Restricted Stock Units shall vest and settle not later than sixty (60) days following his death. (iii) Any amounts that have been accrued for the account of the Executive under the LTIP that have not been released to the Executive as of his death shall be released to the executive, as applicable, in accordance with the terms of any applicable LTIP then in effect under the circumstances described therein as a termination by reason of death. (iv) With respect to any XXXx held by the Executive that have not been released to the Executive pursuant to the terms of the applicable PRU Agreement as of his death shall be treated in accordance with the terms of the applicable PRU Agreement as a termination of employment by reason of death. (v) With respect to any PCSUs held by the Executive that have not been released to the Executive pursuant to the terms of the applicable PCSU Agreement as of his death shall be treated in accordance with the terms of the applicable PCSU Agreement as a termination of employment by reason of death.

Termination on Account of Death. Notwithstanding anything in this Agreement to the contrary, if Executive’s 's employment terminates on account of death, Executive shall be entitled to receive death benefits under any death benefit program maintained by the Company that covers Executive, and Executive not receive benefits pursuant to Sections 2 and 3 hereof, except that, subject to the provisions of Section 5 hereof, the Executive shall be entitled to the following benefits provided that Executive’s 's estate executes and does not revoke the Release: (i) With respect to any outstanding Company stock options held by the Executive as of his death that are not vested and exercisable as of such date, the Company shall fully accelerate the vesting and exercisability of such stock options, so that all such stock options shall be fully vested and exercisable as of the Executive’s 's death, such options (as well as any outstanding stock options that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one year after the Executive’s 's death or (B) the original term of the option. (ii) With respect to any Restricted Stock Units held by the Executive that are unvested at the time of his death, all such unvested Restricted Stock Units shall vest and settle not later than sixty (60) days following his death. (iii) Any amounts that have been accrued for the account of the Executive under the LTIP that have not been released to the Executive as of his death shall be released to the executive, as applicable, in accordance with the terms of any applicable LTIP then in effect under the circumstances described therein as a termination by reason of death. (iv) With respect to any XXXx held by the Executive that have not been released to the Executive pursuant to the terms of the applicable PRU Agreement as of his death shall be treated in accordance with the terms of the applicable PRU Agreement as a termination of employment by reason of death. (v) With respect to any PCSUs held by the Executive that have not been released to the Executive pursuant to the terms of the applicable PCSU Agreement as of his death shall be treated in accordance with the terms of the applicable PCSU Agreement as a termination of employment by reason of death.

Termination on Account of Death. Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates on account of death, Executive shall be entitled to receive death benefits under any death benefit program maintained by the Company that covers Executive, and Executive not receive benefits pursuant to Sections 2 and 3 hereof, except that, subject to the provisions of Section 5 hereof, the Executive shall be entitled to the following benefits provided that Executive’s estate executes and does not revoke the Release: (i) With respect to any outstanding Company stock options held by the Executive as of his death that are not vested and exercisable as of such date, the Company shall fully accelerate the vesting and exercisability of such stock options, so that all such stock options shall be fully vested and exercisable as of the Executive’s death, such options (as well as any outstanding stock options that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one year after the Executive’s death or (B) the original term of the option. (ii) With respect to any Restricted Stock Units held by the Executive that are unvested at the time of his death, all such unvested Restricted Stock Units shall vest and settle not later than sixty (60) days following his death. (iii) Any amounts that have been accrued for the account of the Executive under the LTIP that have not been released to the Executive as of his death shall be released to the executive, as applicable, in accordance with the terms of any applicable LTIP then in effect under the circumstances described therein as a termination by reason of death. (iv) With respect to any XXXx PXXx held by the Executive that have not been released to the Executive pursuant to the terms of the applicable PRU Agreement as of his death shall be treated in accordance with the terms of the applicable PRU Agreement as a termination of employment by reason of death. (v) With respect to any PCSUs held by the Executive that have not been released to the Executive pursuant to the terms of the applicable PCSU Agreement as of his death shall be treated in accordance with the terms of the applicable PCSU Agreement as a termination of employment by reason of death.

Termination on Account of Death. Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates on account of death, Executive shall be entitled to receive death benefits under any death benefit program maintained by the Company that covers Executive, and Executive shall not receive benefits pursuant to Sections 2 3 and 3 4 hereof, except that, subject to the provisions of Section 5 6 hereof, the Executive shall be entitled to the following benefits benefits, provided that Executive’s estate executes and does not revoke the Release: (i) With respect to any outstanding Company stock options held by the Executive as of his death that are not vested and exercisable as of such date, the Company shall fully accelerate the vesting and exercisability of such stock options, so that all such stock options shall be fully vested and exercisable as of the Executive’s death, such options (as well as any outstanding stock options that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, exercisable until the earlier expiration of (A) a period of one year after the Executive’s death or (B) the original term of the option. (ii) With respect to any Restricted Stock Units held by the Executive that are unvested at the time of his death, all such unvested Restricted Stock Units shall vest and settle not later than sixty (60) days following his death. (iii) Any Executive’s estate or heirs at law shall receive any amounts that have been earned, accrued for the account of the Executive under the LTIP that have or owing but not been released yet paid to the Executive as of his death shall be released to the executiveTermination Date, as applicablepayable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable LTIP then in effect under benefit plans and programs of the circumstances described therein as a termination by reason of deathCompany. (iv) With respect to any XXXx held by In the event the Executive that have not been released to the Executive pursuant to the terms shall die while an employee of the applicable PRU Agreement Company, the Company shall have the obligation to purchase and redeem from the estate of Executive that number of shares of common stock of the Company the value of which (determined as of his death the date of Executive’s death) shall equal One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00), for a purchase price equal to One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) (“Purchase Price”). The Company shall obtain and maintain, at the Company’s expense, an insurance policy on the life of Executive in an amount sufficient to allow the Company to make the payment of the Purchase Price contemplated by this Section 5(b)(iv). The Purchase Price shall be treated paid in accordance with a single lump sum via wire transfer or by certified check within sixty (60) days after the terms date of the applicable PRU Agreement as a termination Executive’s death. Company shall provide proof of employment by reason of deathinsurance to Executive on an annual basis or upon Executive’s written request. (v) With respect to any PCSUs held by the Executive that have not been released to the Executive pursuant to the terms of the applicable PCSU Agreement as of his death shall be treated in accordance with the terms of the applicable PCSU Agreement as a termination of employment by reason of death.

Termination on Account of Death. Notwithstanding anything in this Agreement to the contrary, if the Executive’s employment terminates on account of death, Executive the Executive’s Estate shall be entitled to receive death benefits under any death benefit program maintained by the Company that covers the Executive, and Executive the Executive’s Estate shall not receive benefits pursuant to Sections 2 and 3 hereof, except that, subject to the provisions of Section 5 hereof, the Executive shall be entitled to the following benefits provided that the Executive’s estate Estate executes and does not revoke the Release:General Release and Agreement (as defined in Section 5): (i) (X) time the sum of Annual Base Salary and Target Bonus plus whatever is unpaid of the Availability Pay, Signing Bonus and Accrued Salary, paid in a single lump sum cash payment on the 60th day following the Executive’s Termination Date. For purposes of this subsection (i), Annual Base Salary will mean the largest among the following: the Executive’s Annual Base Salary immediately prior to (a) the Executive’s Termination Date, or (b) any reduction of the Executive’s Annual Base Salary described in the first clause of subsection (i) in the definition of Good Reason. For purposes of this subsection (i), Target Bonus will mean the largest among the following: the Executive’s Target Bonus immediately prior to (a) the Executive’s Termination Date, or (b) any reduction of the Executive’s Target Bonus described in the first clause of subsection (i) in the definition of Good Reason. (ii) With respect to any outstanding Company stock options Stock Options held by the Executive as of his his/her death that are not vested and exercisable as of such date, the Company shall fully accelerate the vesting and exercisability of such stock optionsStock Options, so that all such stock options Stock Options shall be fully vested and exercisable as of the Executive’s death, such options (as well as any outstanding stock options Stock Options that previously became vested and exercisable) to remain exercisableexercisable for the Executive’s Estate, notwithstanding anything in any other agreement governing such options, until the earlier of (Aa) a period of one 6 months year after the Executive’s death or (Bb) the original term of the option. (ii) With respect to any Restricted Stock Units held by the Executive that are unvested at the time of his death, all such unvested Restricted Stock Units shall vest and settle not later than sixty (60) days following his death. (iii) Any amounts that have been accrued for the account of the Executive under the LTIP that have not been released to the Executive as of his death shall be released to the executive, as applicable, in accordance with the terms of any applicable LTIP then in effect under the circumstances described therein as a termination by reason of death. (iv) With respect to any XXXx held by the Executive that have not been released to the Executive pursuant to the terms of the applicable PRU Agreement as of his death shall be treated in accordance with the terms of the applicable PRU Agreement as a termination of employment by reason of death. (v) With respect to any PCSUs held by the Executive that have not been released to the Executive pursuant to the terms of the applicable PCSU Agreement as of his death shall be treated in accordance with the terms of the applicable PCSU Agreement as a termination of employment by reason of death.