Common use of Termination on Death or Disability Clause in Contracts

Termination on Death or Disability. If the employment of the Executive is terminated due to the Executive’s death or Disability, the Company shall have no further liability or further obligation to the Executive except that the Company shall pay or provide to the Executive (or, if applicable, the Executive’s estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) the following compensation and benefits: (i) The Accrued Obligations, at the times provided and subject to the conditions set forth in Section 8(a)(i) above; (ii) An amount equal to the Cash Bonus at the Target Percentage for which the Executive is eligible for the year in which the Executive’s death or Disability occurs, prorated for the portion of such year during which the Executive was employed by the Company prior to the Executive’s death or termination of employment due to Disability (less any payments in respect of such Cash Bonus related to that performance year received by the Executive during such year), such amount to be paid within thirty (30) days after the Executive’s death or such termination of employment due to Disability; (iii) Any and all outstanding Unvested Shares shall immediately vest and any restrictions thereon shall immediately lapse upon the Executive’s death or termination of employment due to Disability (the acceleration of any other equity incentives granted to the Executive under any equity incentive plan of the Guarantor in connection with the termination of the Executive’s employment due to death or Disability shall be governed by the applicable plan and related grant documents); and (iv) If the Executive is eligible for and elects to receive continued coverage under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA for the Executive and, if applicable, the Executive’s eligible dependents, or if the Executive’s eligible dependents are eligible for such continued coverage due to the Executive’s death, then the Company shall reimburse the Executive or such dependents for a period of eighteen (18) months following the Executive’s termination of employment due to death or Disability (or, if less, for the period that the Executive or any such dependent is eligible for such COBRA continuation coverage) for the excess of (A) the amount that the Executive or any such dependent is required to pay monthly to maintain such continued coverage under COBRA, over (B) the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Company.

Termination on Death or Disability. If the Upon a termination of employment of the Executive is terminated due to the Executive’s death or Disability, the Company shall have no further liability or further obligation to the Executive except that the Company shall pay or provide to the Executive (or, if applicable, the Executive’s his estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) the following compensation and benefitsshall be entitled to receive: (i) The the Accrued Obligations, at the times provided and subject to the conditions set forth in Section 8(a)(i) above); (ii) An within 30 days after such termination of employment, an amount equal to the Executive’s Target Cash Bonus at the Target Percentage for which the Executive is eligible for the year in which the Executive’s death or Disability occurs, but prorated for the portion of such the year during which the Executive was employed by the Company prior to the Executive’s his death or termination of employment due to Disability (less any Disability, and subtracting out all Target Bonus payments in respect of such Cash Bonus related to that performance year received by the Executive during such year), such amount to be paid within thirty (30) days after the Executive’s death or such termination of employment due to Disability; (iii) Any immediate vesting of any and all outstanding Unvested Shares shall immediately vest and any RSU Bonus Shares, such that all restrictions thereon shall lapse immediately lapse upon the Executive’s death or such termination of employment due to Disability (the acceleration of any other equity incentives granted to the Executive under any equity incentive plan of the Guarantor in connection with the termination of the Executive’s employment due to death or Disability shall be governed by the applicable plan and related grant documents)employment; and (iv) If to the extent to which the Executive is eligible for and elects to receive continued coverage under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA for the Executive himself and, if applicable, the Executive’s his eligible dependents, or if the Executive’s his eligible dependents are eligible for such continued coverage due to the Executive’s death, then the Company shall reimburse the Executive or such dependents for a period of eighteen (18) 18 months following the Executive’s termination of employment due to death or Disability (or, if less, for the period that the Executive or any such dependent is eligible for such COBRA continuation coverage) ), the Company shall pay for or reimburse the Executive or such dependents on a monthly basis for the excess of (Ax) the amount that the Executive or any such dependent is required to pay monthly to maintain such continued coverage under COBRA, COBRA over (By) the amount that the Executive would have paid monthly to participate in the Company’s group medical and health benefits plan(s) plans had the Executive he continued to be an employee of the Company.

Termination on Death or Disability. If the Upon a termination of employment of the Executive is terminated due to the Executive’s death or Disability, the Company shall have no further liability or further obligation to the Executive except that the Company shall pay or provide to the Executive (or, if applicable, the Executive’s his estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) the following compensation and benefitsshall be entitled to receive: (i) The the Accrued Obligations, at the times provided and subject to the conditions set forth in Section 8(a)(i) above); (ii) An within 30 days after such termination of employment, an amount equal to the Executive’s Target Cash Bonus at the Target Percentage for which the Executive is eligible for the year in which the Executive’s death or Disability occurs, but prorated for the portion of such the year during which the Executive was employed by the Company prior to the Executive’s his death or termination of employment due to Disability (less any Disability, and subtracting out all Incentive Bonus payments in respect of such Cash Bonus related to that performance year received by the Executive during such year), such amount to be paid within thirty (30) days after the Executive’s death or such termination of employment due to Disability; (iii) Any immediate vesting of any and all outstanding unvested shares of restricted common stock of the REIT that had been awarded to Executive in respect of the Target RSU Bonus (the “Unvested Shares shall immediately vest and any RSU Bonus Shares”), such that all restrictions thereon shall lapse immediately lapse upon the Executive’s death or such termination of employment due to Disability (the acceleration of any other equity incentives granted to the Executive under any equity incentive plan of the Guarantor in connection with the termination of the Executive’s employment due to death or Disability shall be governed by the applicable plan and related grant documents)employment; and (iv) If to the extent to which the Executive is eligible for and elects to receive continued coverage under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA for the Executive himself and, if applicable, the Executive’s his eligible dependents, or if the Executive’s his eligible dependents are eligible for such continued coverage due to the Executive’s death, then the Company shall reimburse the Executive or such dependents for a period of eighteen (18) 18 months following the Executive’s termination of employment due to death or Disability (or, if less, for the period that the Executive or any such dependent is eligible for such COBRA continuation coverage) ), the Company shall pay for or reimburse the Executive or such dependents on a monthly basis for the excess of (Ax) the amount that the Executive or any such dependent is required to pay monthly to maintain such continued coverage under COBRA, COBRA over (By) the amount that the Executive would have paid monthly to participate in the Company’s group medical and health benefits plan(s) plans had the Executive he continued to be an employee of the Company.

Termination on Death or Disability. If the Upon a termination of employment of the Executive is terminated due to the Executive’s death or Disability, the Company shall have no further liability or further obligation to the Executive except that the Company shall pay or provide to the Executive (or, if applicable, the Executive’s her estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his her death) the following compensation and benefitsshall be entitled to receive: (i) The the Accrued Obligations, at the times provided and subject to the conditions set forth in Section 8(a)(i) above); (ii) An within 30 days after such termination of employment, an amount equal to the Executive’s Target Cash Bonus at the Target Percentage for which the Executive is eligible for the year in which the Executive’s death or Disability occurs, but prorated for the portion of such the year during which the Executive was employed by the Company prior to the Executive’s her death or termination of employment due to Disability (less any Disability, and subtracting out all Target Bonus payments in respect of such Cash Bonus related to that performance year received by the Executive during such year), such amount to be paid within thirty (30) days after the Executive’s death or such termination of employment due to Disability; (iii) Any immediate vesting of any and all outstanding Unvested Shares shall immediately vest and any RSU Bonus Shares, such that all restrictions thereon shall lapse immediately lapse upon the Executive’s death or such termination of employment due to Disability (the acceleration of any other equity incentives granted to the Executive under any equity incentive plan of the Guarantor in connection with the termination of the Executive’s employment due to death or Disability shall be governed by the applicable plan and related grant documents)employment; and (iv) If to the extent to which the Executive is eligible for and elects to receive continued coverage under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA for the Executive herself and, if applicable, the Executive’s her eligible dependents, or if the Executive’s her eligible dependents are eligible for such continued coverage due to the Executive’s death, then the Company shall reimburse the Executive or such dependents for a period of eighteen (18) 18 months following the Executive’s termination of employment due to death or Disability (or, if less, for the period that the Executive or any such dependent is eligible for such COBRA continuation coverage) ), the Company shall pay for or reimburse the Executive or such dependents on a monthly basis for the excess of (Ax) the amount that the Executive or any such dependent is required to pay monthly to maintain such continued coverage under COBRA, COBRA over (By) the amount that the Executive would have paid monthly to participate in the Company’s group medical and health benefits plan(s) plans had the Executive she continued to be an employee of the Company.

Termination on Death or Disability. If (a) Employee’s employment with the employment Company will terminate automatically upon Employee’s death or, upon thirty (30) days prior written notice by the Company to Employee, in the event of the Executive is terminated due to the Executive’s Disability (as defined below). (b) Upon any termination for death or Disability, the Company shall have no further liability Employee (or further obligation to the Executive except that the Company shall pay Employee’s beneficiary(ies) or provide to the Executive (or, if applicable, the Executive’s estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his Employee’s death) the following compensation and benefitsshall be entitled to: (i) The Accrued ObligationsEmployee’s Base Salary through the effective date of termination, at payable in a single lump sum in cash, less applicable withholdings, on the times provided and subject to earlier of the conditions set forth in Section 8(a)(i) abovepay date coincident with or next following the effective date of termination or the date required under applicable law; (ii) An amount equal to the Cash any COC Bonus at the Target Percentage for which the Executive is eligible for the year in which the Executive’s death or Disability occurs, prorated for the portion of such year during which the Executive was employed by the Company earned prior to the Executive’s date of death or termination the deemed effectiveness of employment due to the Disability (less any payments in respect of which remains unpaid and outstanding at such Cash Bonus related to that performance year received by the Executive during such year)time, such amount to be paid within thirty (30) days after the Executive’s death or such termination of employment due to Disabilityin accordance with Section 5(e); (iii) Any the right to continue health care benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) at Employee’s (or in the case of Employee’s death, his spouse’s and all outstanding Unvested Shares shall immediately vest and any restrictions thereon shall immediately lapse upon the Executive’s death or termination of employment due to Disability (the acceleration of any other equity incentives granted eligible dependents’, as applicable) cost, to the Executive extent required and available under any equity incentive plan applicable law; (iv) reimbursement of the Guarantor in connection with the termination of the Executive’s employment due expenses for which Employee is entitled to death or Disability shall be governed by the applicable plan and related grant documents)reimbursed pursuant to Section 7 above, but for which Employee has not yet been reimbursed; and (ivv) If no severance or benefits of any kind, unless required by applicable law or pursuant to any other written Company plans or policies applicable to and inuring to the Executive benefit of Employee, as in effect as of the effective date of termination. (c) Employee shall be deemed to have suffered a disability (“Disability”) if he is eligible for and elects unable to receive continued coverage substantially perform Employee’s duties under the Company’s medical and health benefits plan(s) this Agreement by reason of any medically determinable physical or mental impairment which can be expected to result in accordance with the provisions of COBRA for the Executive and, if applicable, the Executive’s eligible dependentsdeath or which has lasted, or if can be expected to last, for not less than ninety (90) days (whether or not occurring consecutively) during any twelve (12) consecutive month period, with such determination of whether Employee is subject to a Disability to be made in good faith by the Executive’s eligible dependents are eligible for such continued coverage due to the Executive’s death, then board of directors or managers or other equivalent or similar governing body of the Company shall reimburse the Executive or such dependents for after consultation with a period of eighteen (18) months following the Executive’s termination of employment due to death or Disability (or, if less, for the period that the Executive or any such dependent is eligible for such COBRA continuation coverage) for the excess of (A) the amount that the Executive or any such dependent is required to pay monthly to maintain such continued coverage under COBRA, over (B) the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Companyphysician who has examined and diagnosed Employee.

Termination on Death or Disability. If the Upon a termination of employment of the Executive is terminated due to the Executive’s death or Disability, the Company shall have no further liability or further obligation to the Executive except that the Company shall pay or provide to the Executive (or, if applicable, the Executive’s her estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his her death) the following compensation and benefitsshall be entitled to receive: (i) The the Accrued Obligations, at the times provided and subject to the conditions set forth in Section 8(a)(i) above); (ii) An within 30 days after such termination of employment, an amount equal to the Executive’s Target Cash Bonus at the Target Percentage for which the Executive is eligible for the year in which the Executive’s death or Disability occurs, but prorated for the portion of such the year during which the Executive was employed by the Company prior to the Executive’s her death or termination of employment due to Disability (less any Disability, and subtracting out all Incentive Bonus payments in respect of such Cash Bonus related to that performance year received by the Executive during such year), such amount to be paid within thirty (30) days after the Executive’s death or such termination of employment due to Disability; (iii) Any immediate vesting of any and all outstanding unvested shares of restricted common stock of the REIT that had been awarded to Executive in respect of the Target RSU Bonus (the “Unvested Shares shall immediately vest and any RSU Bonus Shares”), such that all restrictions thereon shall lapse immediately lapse upon the Executive’s death or such termination of employment due to Disability (the acceleration of any other equity incentives granted to the Executive under any equity incentive plan of the Guarantor in connection with the termination of the Executive’s employment due to death or Disability shall be governed by the applicable plan and related grant documents)employment; and (iv) If to the extent to which the Executive is eligible for and elects to receive continued coverage under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA for the Executive herself and, if applicable, the Executive’s her eligible dependents, or if the Executive’s her eligible dependents are eligible for such continued coverage due to the Executive’s death, then the Company shall reimburse the Executive or such dependents for a period of eighteen (18) 18 months following the Executive’s termination of employment due to death or Disability (or, if less, for the period that the Executive or any such dependent is eligible for such COBRA continuation coverage) ), the Company shall pay for or reimburse the Executive or such dependents on a monthly basis for the excess of (Ax) the amount that the Executive or any such dependent is required to pay monthly to maintain such continued coverage under COBRA, COBRA over (By) the amount that the Executive would have paid monthly to participate in the Company’s group medical and health benefits plan(s) plans had the Executive she continued to be an employee of the Company.

Termination on Death or Disability. If (a) Employee’s employment with the employment Company and this Agreement will terminate automatically upon Employee’s death or, upon prior written notice by the Company to Employee, in the event of the Executive is terminated due to the Executive’s Disability (as defined below). (b) Upon any termination for death or Disability, the Company shall have no further liability Employee (or further obligation to the Executive except that the Company shall pay Employee’s beneficiary(ies) or provide to the Executive (or, if applicable, the Executive’s estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his Employee’s death) the following compensation and benefitsshall be entitled to: (i) The Accrued ObligationsEmployee’s Base Salary through the effective date of termination, at payable in a single lump sum in cash, less applicable withholdings, on the times provided and subject to earlier of the conditions set forth in Section 8(a)(i) abovepay date coincident with or next following the effective date of termination or the date required under applicable law; (ii) An amount equal to Payment of the Cash Bonus Base Salary for six (6) months at 100% of the Target Percentage for which rate in effect as of the Executive is eligible for the year effective date of termination, payable in which the Executive’s death or Disability occursa single lump sum in cash, prorated for the portion of such year during which the Executive was employed by the Company prior to the Executive’s death or termination of employment due to Disability (less any payments in respect of such Cash Bonus related to that performance year received by the Executive during such year), such amount to be paid within thirty (30) days after the Executive’s death or such termination of employment due to Disabilityapplicable withholdings; (iii) Any The right to continue health care benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) at Employee’s (or in the case of Employee’s death, his spouse’s and all outstanding Unvested Shares shall immediately vest and any restrictions thereon shall immediately lapse upon the Executive’s death or termination of employment due to Disability (the acceleration of any other equity incentives granted eligible dependents’, as applicable) cost, to the Executive extent required and available under any equity incentive plan applicable law; (iv) Reimbursement of expenses for which Employee is entitled to be reimbursed pursuant to Section 7 above, but for which Employee has not yet been reimbursed; (v) Payment of the Guarantor in connection with the termination Interest Alignment Incentive within five (5) business days of the Executive’s employment due to date of termination, which, if death or Disability occurs prior to the end of the Initial Term, shall be governed prorated based on a fraction equal to the number of full months worked by Employee prior to his death or Disability, as the applicable plan numerator, and related grant documents)thirty-six (36) months, as the denominator; and (ivvi) If No other severance or benefits of any kind, unless required by applicable law or pursuant to any other written Company plans or policies applicable to and inuring to the Executive benefit of Employee, as in effect as of the effective date of termination. (c) Employee shall be deemed to have suffered a disability (“Disability”) if Employee is eligible unable to substantially perform Employee’s duties under this Agreement by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for not less than one hundred twenty (120) consecutive days, with such determination of whether Employee is subject to a Disability to be made in good faith by the board of directors or managers or other equivalent or similar governing body of the Company upon consultation with an independent physician acceptable to Employee (or Employee’s chosen agent or representative) and elects to receive continued coverage under the Company’s medical , which physician shall prepare a written report concerning the nature and health benefits plan(s) in accordance with the provisions expected duration of COBRA for the Executive and, if applicable, the Executive’s eligible dependents, or if the Executive’s eligible dependents are eligible for such continued coverage due to the Executive’s death, then the Company shall reimburse the Executive or such dependents for a period of eighteen (18) months following the Executive’s termination of employment due to death or Disability (or, if less, for the period that the Executive or any such dependent is eligible for such COBRA continuation coverage) for the excess of (A) the amount that the Executive or any such dependent is required to pay monthly to maintain such continued coverage under COBRA, over (B) the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Companysaid Disability.

Termination on Death or Disability. If (a) Employee’s employment with the employment Company and this Agreement will terminate automatically upon Employee’s death or, in the event of Disability (as defined below) upon prior written notice by the Executive is terminated due Company to the Executive’s Employee. (b) Upon any termination for death or Disability, the Company shall have no further liability Employee (or further obligation to the Executive except that the Company shall pay Employee’s beneficiary(ies) or provide to the Executive (or, if applicable, the Executive’s estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his Employee’s death) the following compensation and benefitsshall be entitled to: (i) The Accrued ObligationsEmployee’s Base Salary through the effective date of termination, at payable in a single lump sum in cash, less applicable withholdings, on the times provided and subject to earlier of the conditions set forth in Section 8(a)(i) abovepay date coincident with or next following the effective date of termination or the date required under applicable law; (ii) An amount equal to Payment of the Cash Bonus Base Salary for six (6) months at 100% of the Target Percentage for which rate in effect as of the Executive is eligible for the year effective date of termination, payable in which the Executive’s death or Disability occursa single lump sum in cash, prorated for the portion of such year during which the Executive was employed by the Company prior to the Executive’s death or termination of employment due to Disability (less any payments in respect of such Cash Bonus related to that performance year received by the Executive during such year), such amount to be paid within thirty (30) days after the Executive’s death or such termination of employment due to Disabilityapplicable withholdings; (iii) Any The right to continue health care benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) at Employee’s (or in the case of Employee’s death, his spouse’s and all outstanding Unvested Shares shall immediately vest and any restrictions thereon shall immediately lapse upon the Executive’s death or termination of employment due to Disability (the acceleration of any other equity incentives granted eligible dependents’, as applicable) cost, to the Executive extent required and available under any equity incentive plan applicable law; (iv) Reimbursement of expenses for which Employee is entitled to be reimbursed pursuant to Section 7 above, but for which Employee has not yet been reimbursed; (v) payment of the Guarantor in connection with the termination of the Executive’s employment due to death or Disability shall be governed by the applicable plan and related grant documents)Interest Alignment Incentive; and (ivvi) If No other severance or benefits of any kind, unless required by applicable law or pursuant to any other written Company plans or policies applicable to and inuring to the Executive benefit of Employee, as in effect as of the effective date of termination. (c) Employee shall be deemed to have suffered a disability (“Disability”) if Employee is eligible for and elects unable to receive continued coverage substantially perform Employee’s duties under this Agreement by reason of (i) any medically determinable physical or mental impairment which can be expected to result in death of Employee within one hundred twenty (120) days from the Company’s medical and health benefits plan(sdate of determination or (ii) in accordance with the provisions of COBRA for the Executive and, if applicable, the Executive’s eligible dependentswhich has lasted, or if the Executive’s eligible dependents are eligible for such continued coverage due can be, within a medically reasonable degree of certainty, expected to the Executive’s death, then the Company shall reimburse the Executive or such dependents for a period of eighteen (18) months following the Executive’s termination of employment due to death or Disability (or, if lesslast, for the period that the Executive or any not less than one hundred twenty (120) consecutive days, with such dependent determination of whether Employee is eligible for such COBRA continuation coverage) for the excess of (A) the amount that the Executive or any such dependent is required subject to pay monthly to maintain such continued coverage under COBRA, over (B) the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued a Disability to be an employee made in good faith by the board of directors or managers or other equivalent or similar governing body of the Company.

Termination on Death or Disability. If the employment of the Executive is terminated due to the Executive’s death or Disability, the Company shall have no further liability or further obligation to the Executive except that the Company shall pay or provide to the Executive (or, if applicable, the Executive’s estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) the following compensation and benefits: (i) The Accrued Obligations, at the times provided and subject to the conditions set forth in Section 8(a)(i) above; (ii) An amount equal to the Cash Bonus at the Target Percentage for which the Executive is eligible for the year in which the Executive’s death or Disability occurs, prorated for the portion of such year during which the Executive was employed by the Company prior to the Executive’s death or termination of employment due to Disability (less any payments in respect of such Cash Bonus related to that performance year received by the Executive during such year), such amount to be paid within thirty (30) days after the Executive’s death or such termination of employment due to Disability; (iii) Any and all outstanding Unvested Shares shall immediately vest and any restrictions thereon shall immediately lapse upon the Executive’s death or termination of employment due to Disability (the acceleration of any other equity incentives granted to the Executive under any equity incentive plan of the Guarantor in connection with the termination of the Executive’s employment due to death or Disability shall be governed by the applicable plan and related grant documents); and (iv) If the Executive is eligible for and elects to receive continued coverage under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA for the Executive and, if applicable, the Executive’s eligible dependents, or if the Executive’s eligible dependents are eligible for such continued coverage due to the Executive’s death, then the Company shall reimburse the Executive or such dependents for a period of eighteen (18) months following the Executive’s termination of employment due to death or Disability (or, if less, for the period that the Executive or any such dependent is eligible for such COBRA continuation coverage) for the excess of (A) the amount that the Executive or any such dependent is required to pay monthly to maintain such continued coverage under COBRA, over (B) the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Company.continued