Common use of Termination upon Disability or Death Clause in Contracts

Termination upon Disability or Death. The Company may terminate Executive’s employment immediately at any time following Executive’s disability. Executive’s employment shall terminate automatically upon Executive’s death. In the event that Executive’s employment is terminated in accordance with this Section 2, Executive shall be entitled to receive only the following payments and benefits: (i) unpaid base salary at the rate then in effect, prorated to the date of Executive’s termination of employment (the “Termination Date”), together with any amounts to which Executive is then entitled pursuant to any employee benefit or business expense reimbursement plan or arrangement in which Executive is then a participant and (ii) acceleration in full upon the Termination Date of the vesting of all then unvested equity awards granted to Executive pursuant to an agreement between the Company and Executive that are subject to vesting conditions that are based solely on Executive’s continued employment or service through specified dates (“Time-Based Equity Awards”). The foregoing provision, as it relates to the acceleration of vesting, is hereby deemed to be a part of each agreement evidencing each applicable Time-Based Equity Award to which Executive is a party and to supersede any contrary provision in any such agreement unless such agreement specifically refers to and disclaims this provision. Notwithstanding the foregoing, unvested equity awards, if any, granted to Executive pursuant to an agreement between the Company and Executive that are subject to vesting conditions that are based on the achievement of corporate financial, stockholder return or other performance goals or any condition other than or in addition to Executive’s continued employment or service through specified dates will not be subject to acceleration pursuant to this Section, but will be governed by their terms. All other Company obligations to Executive pursuant to this Agreement shall be automatically terminated and completely extinguished. Executive shall not be entitled to receive the Severance Benefits described in Section 3 below.

Termination upon Disability or Death. The Company may terminate Executive’s employment immediately at any time following Executive’s disabilityDisability. Executive’s employment shall terminate automatically upon Executive’s death. In the event that Executive’s employment is terminated in accordance with this Section 2, Executive shall be entitled to receive only the following payments and benefits: (i) unpaid base salary at the rate then in effect, prorated to the date of Executive’s termination of employment (the “Termination Date”), together with any amounts to which Executive is then entitled pursuant to any employee benefit or business expense reimbursement plan or arrangement in which Executive is then a participant and participant, (ii) acceleration in full upon the Termination Date of the vesting of all then unvested equity awards granted to Executive pursuant to an agreement between the Company and Executive that are subject to vesting conditions that are based solely on Executive’s continued employment or service through specified dates (“Time-Based Equity Awards”). The foregoing provision, as it relates to the acceleration ) and (iii) treatment of vesting, is hereby deemed to be a part of each agreement evidencing each applicable Time-Based Equity Award to which Executive is a party and to supersede any contrary provision in any such agreement unless such agreement specifically refers to and disclaims this provision. Notwithstanding the foregoing, unvested equity awards, if any, granted to Executive on or after the date hereof pursuant to an agreement between the Company and Executive that are subject to vesting conditions that are based on the achievement of corporate financial, stockholder return or other performance goals or any condition other than or in addition to Executive’s continued employment or service through specified dates (“Performance-Based Equity Awards”) in accordance with the provisions of this Section 2. In the event that Executive’s employment is terminated in accordance with this Section 2, Performance-Based Equity Awards will be treated as follows: (i) if the Termination Date occurs prior to the end of the performance period applicable to a Performance-Based Equity Award, then all of the vesting conditions applicable to such Performance-Based Equity Award that are based on Executive’s continued employment or service through specified dates will be deemed to have been satisfied and the portion of such Performance-Based Equity Award that will be earned and vest based the achievement of corporate financial, stockholder return or other performance goals or any condition other than or in addition to Executive’s continued employment or service through specified dates (the “Performance-Based Conditions” of such Performance-Based Equity Award) will equal the portion of such Performance-Based Equity Award that would have been earned or vested based on the achievement of such Performance-Based Conditions if Executive’s employment had not been terminated, determined in accordance with the applicable award agreement (and Section 5 below, if applicable), multiplied by a fraction, the numerator of which is the number of full and partial months in which Executive was employed by the Company during such performance period and the denominator of which is the total number of full and partial months in such performance period; and (b) if the Termination Date occurs after the end of the performance period applicable to a Performance-Based Equity Award, then the portion of such Performance-Based Equity Award that is or was earned based on the achievement of the Performance-Based Conditions of such Performance-Based Equity Award, but would not otherwise vest, will vest upon the later of the Termination Date or the date on which the portion of such Performance-Based Equity Award that is earned based on the achievement of such Performance-Based Conditions is determined. The foregoing provisions, as they relate to the acceleration of vesting, are hereby deemed to be a part of each agreement evidencing each applicable Time-Based Equity Award and Performance-Based Equity Award to which Executive is a party and to supersede any contrary provision in any such agreement unless such agreement specifically refers to and disclaims this provision. Any other unvested equity awards granted pursuant to an agreement between the Company and Executive that are not specifically described herein (i.e., unvested equity awards, if any, granted to Executive prior the date hereof pursuant to an agreement between the Company and Executive that are subject to vesting conditions that are based on the achievement of corporate financial, stockholder return or other performance goals or any condition other than or in addition to Executive’s continued employment or service through specified dates) will not be subject to acceleration pursuant to this Section, but will be governed by their terms. All other Company obligations to Executive pursuant to this Agreement shall be automatically terminated and completely extinguished. Executive shall not be entitled to receive the Severance Benefits described in Section 3 below.

Termination upon Disability or Death. The Company may terminate Executive’s employment immediately at any time following Executive’s disabilityDisability. Executive’s employment shall terminate automatically upon Executive’s death. In the event that Executive’s employment is terminated in accordance with this Section 2, Executive shall be entitled to receive only the following payments and benefits: (i) unpaid base salary at the rate then in effect, prorated to the date of Executive’s termination of employment (the “Termination Date”), together with any amounts to which Executive is then entitled pursuant to any employee benefit or business expense reimbursement plan or arrangement in which Executive is then a participant and participant, (ii) acceleration in full upon the Termination Date of the vesting of all then unvested equity awards granted to Executive pursuant to an agreement between the Company and Executive that are subject to vesting conditions that are based solely on Executive’s continued employment or service through specified dates (“Time-Based Equity Awards”). The foregoing provision, as it relates to the acceleration ) and (iii) treatment of vesting, is hereby deemed to be a part of each agreement evidencing each applicable Time-Based Equity Award to which Executive is a party and to supersede any contrary provision in any such agreement unless such agreement specifically refers to and disclaims this provision. Notwithstanding the foregoing, unvested equity awards, if any, granted to Executive pursuant to an agreement between the Company and Executive that are subject to vesting conditions that are based on the achievement of corporate financial, stockholder return or other performance goals or any condition other than or in addition to Executive’s continued employment or service through specified dates (“Performance-Based Equity Awards”) in accordance with the provisions of this Section 2. In the event that Executive’s employment is terminated in accordance with this Section 2, Performance-Based Equity Awards will be treated as follows: (i) if the Termination Date occurs prior to the end of the performance period applicable to a Performance-Based Equity Award, then all of the vesting conditions applicable to such Performance-Based Equity Award that are based on Executive’s continued employment or service through specified dates will be deemed to have been satisfied and the portion of such Performance-Based Equity Award that will be earned and vest based the achievement of corporate financial, stockholder return or other performance goals or any condition other than or in addition to Executive’s continued employment or service through specified dates (the “Performance-Based Conditions” of such Performance-Based Equity Award) will equal the portion of such Performance-Based Equity Award that would have been earned or vested based on the achievement of such Performance-Based Conditions if Executive’s employment had not be subject been terminated, determined in accordance with the applicable award agreement (and Section 5 below, if applicable), multiplied by a fraction, the numerator of which is the number of full and partial months in which Executive was employed by the Company during such performance period and the denominator of which is the total number of full and partial months in such performance period; and (b) if the Termination Date occurs after the end of the performance period applicable to acceleration pursuant to this Sectiona Performance-Based Equity Award, then the portion of such Performance-Based Equity Award that is or was earned based on the achievement of the Performance-Based Conditions of such Performance-Based Equity Award, but would not otherwise vest, will vest upon the later of the Termination Date or the date on which the portion of such Performance-Based Equity Award that is earned based on the achievement of such Performance-Based Conditions is determined. The foregoing provisions, as they relate to the acceleration of vesting, are hereby deemed to be governed by their termsa part of each agreement evidencing each applicable Time-Based Equity Award and Performance-Based Equity Award to which Executive is a party and to supersede any contrary provision in any such agreement unless such agreement specifically refers to and disclaims this provision. All other Company obligations to Executive pursuant to this Agreement shall be automatically terminated and completely extinguished. Executive shall not be entitled to receive the Severance Benefits described in Section 3 below.