Common use of Upon Death or Disability Clause in Contracts

Upon Death or Disability. If Executive's employment with the Company is terminated upon a Change of Control or prior to or upon the second anniversary of a Change of Control by the Company by reason of Disability or death, in lieu of any other severance benefits to which Executive would be entitled under any other plans or programs of the Company, Executive shall be entitled to the following benefits. (i) The Company shall pay Executive or his estate, as applicable, within ten days of the Date of Termination in a lump sum payment (A) accrued unpaid base salary through the Date of Termination, (B) any prior year bonus earned but not paid, (C) any Change of Control Bonus if and to the extent it has not been paid, (D) the Target Bonus for the year of termination, pro-rated through the Date of Termination and (E) severance equal to the Base Severance Amount. (ii) Executive shall receive any other benefits, including without limitation disability and/or death benefits, under other plans or programs of the Company in accordance with their terms. (iii) Other than the benefits set forth in this Section 4(b), the Company and its affiliates will have no further obligations hereunder with respect to Executive following such Date of Termination.