Common use of Upon Termination for Death or Total Disability Clause in Contracts

Upon Termination for Death or Total Disability. If Executive’s employment hereunder and this Agreement is terminated by reason of his death or Total Disability, under Sections 2.2(f) or (g), then within thirty (30) days of the date of termination the Company will pay Executive (or his estate or beneficiaries): (i) any Base Salary that has been accrued but not paid as of the date of termination (the “Accrued Base Salary”); (ii) any compensation for unused vacation days accrued as of the termination date in an amount equal to Executive’s Base Salary multiplied by a fraction, the numerator of which is the number of accrued unused vacation days and the denominator of which is 360 (the “Accrued Vacation Payment”); (iii) any expenses incurred by Executive prior to the date of termination that may be reimbursed pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (iv) any accrued and vested benefits required to be provided upon death or Total Disability by the terms of any Company-sponsored benefit plans or programs exclusive of any Long Term Shares or Annual Stock Options (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of Executive’s death or Total Disability under applicable law; and (v) an amount equal to either the prorated portion of the Annual Incentive Bonus that Executive received for the last fiscal year completed prior to termination equal to the relevant Annual Incentive Bonus multiplied by a fraction, the numerator of which is the number of days in the year prior to the date of death or Total Disability and the denominator of which is 360, or if the termination occurs in the first year of the Employment Term, then the prorated portion of the Annual Incentive Bonus as if the target bonus was received for that year (the “Accrued Bonus”) calculated in the same fashion. In addition, if Executive’s employment and this Agreement are terminated under Sections 2.2(f) or (g), any Long Term Shares or Annual Stock Options issued to Executive under this Agreement which have not yet vested shall immediately vest and shall no longer be subject to forfeiture.

Upon Termination for Death or Total Disability. If Executive’s employment hereunder and this Agreement is terminated by reason of his her death or Total Disability, under Sections 2.2(f2.2(c) or (gd), then within thirty (30) days of the date of termination the Company will pay Executive (or his her estate or beneficiaries): (i) any Base Salary that has been accrued but not paid as of the date of termination (the “Accrued Base Salary”); (ii) any compensation for unused vacation days accrued as of the termination date in an amount equal to Executive’s Base Salary multiplied by a fraction, the numerator of which is the number of accrued unused vacation days and the denominator of which is 360 (the “Accrued Vacation Payment”); (iii) any expenses incurred by Executive prior to the date of termination that may be reimbursed pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (iv) any accrued and vested benefits required to be provided upon death or Total Disability by the terms of any Company-sponsored benefit plans or programs exclusive of any Long Term Shares or Annual Stock Options (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of Executive’s death or Total Disability under applicable law; and (v) an amount equal to either the prorated portion of the Annual Incentive Bonus that Executive received for the last fiscal year completed prior to termination equal to the relevant Annual Incentive Bonus multiplied by a fraction, the numerator of which is the number of days in the year prior to the date of death or Total Disability and the denominator of which is 360, or if the termination occurs in the first year of the Employment Term, then the prorated portion of the Annual Incentive Bonus as if the target bonus was received for that year (the “Accrued Bonus”) calculated in the same fashion. In addition, if Executive’s employment and this Agreement are is terminated under Sections 2.2(f2.2(c) or (gd), any Long Term Shares or Annual Stock Options issued to Executive under this Agreement which have not yet vested shall immediately vest and shall no longer be subject to forfeiture.

Upon Termination for Death or Total Disability. If Executive’s 's employment hereunder and this Agreement is terminated by reason of his death or Total Disability, under Sections 2.2(f2.2 (c) or (gd), then within thirty (30) 15 days of the date of termination the Company will pay provide to Executive (or his estate or beneficiaries): (i) any Base Salary that has been accrued but not paid as of the date of termination (the “"Accrued Base Salary”"); (ii) any compensation for unused vacation days accrued as of the termination date in an amount equal to Executive’s his Base Salary multiplied by a fraction, the numerator of which is the number of accrued unused vacation days and the denominator of which is 360 (the “"Accrued Vacation Payment”"); (iii) any reimbursement for expenses incurred by Executive him prior to the date of termination that may be reimbursed are subject to reimbursement pursuant to this Agreement (the “"Accrued Reimbursable Expenses”"); (iv) any accrued and vested benefits required to be provided upon death or Total Disability by the terms of any Company-sponsored benefit plans or programs exclusive of any Long Term Shares or Annual Stock Options (the “"Accrued Benefits”"), together with any benefits required to be paid or provided in the event of Executive’s 's death or Total Disability under applicable law; and (v) an amount equal to either the prorated portion of the his Annual Incentive Bonus that Executive he received for the last fiscal year completed prior to termination equal to the relevant Annual Incentive Bonus multiplied by a fraction, the numerator of which is the number of days in the year prior to the date of death or Total Disability and the denominator of which is 360, or if the termination occurs in the first year of the Employment Initial Term, then the prorated portion of the Annual Incentive Bonus as if the target bonus was received for that year (the “"Accrued Bonus”) calculated in the same fashion"). In addition, if Executive’s 's employment and this Agreement are is terminated under Sections 2.2(f) or (gthis Section 3.5(a), any Initial Restricted Shares and Long Term Grant Restricted Shares or Annual Stock Options issued to Executive under this Agreement which have not yet vested shall immediately vest and shall no longer be subject to forfeitureforfeiture by Executive.

Upon Termination for Death or Total Disability. If Executive’s employment hereunder and this Agreement is terminated by reason of his her death or Total Disability, under Sections 2.2(f2.2(c) or (gd), then within thirty (30) days of the date of termination the Company will pay Executive (or his estate or beneficiaries): (i) any Base Salary that has been accrued but not paid as of the date of termination (the “Accrued Base Salary”); (ii) any compensation for unused vacation days accrued as of the termination date in an amount equal to Executive’s Base Salary multiplied by a fraction, the numerator of which is the number of accrued unused vacation days and the denominator of which is 360 (the “Accrued Vacation Payment”); (iii) any expenses incurred by Executive prior to the date of termination that may be reimbursed pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (iv) any accrued and vested benefits required to be provided upon death or Total Disability by the terms of any Company-sponsored benefit plans or programs exclusive of any Long Term Shares or Annual Stock Options (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of Executive’s death or Total Disability under applicable law; and (v) an amount equal to either the prorated portion of the Annual Incentive Bonus that Executive received for the last fiscal year completed prior to termination equal to the relevant Annual Incentive Bonus multiplied by a fraction, the numerator of which is the number of days in the year prior to the date of death or Total Disability and the denominator of which is 360, or if the termination occurs in the first year of the Employment Term, then the prorated portion of the Annual Incentive Bonus as if the target bonus was received for that year (the “Accrued Bonus”) calculated in the same fashion. In addition, if Executive’s employment and this Agreement are is terminated under Sections 2.2(f2.2(c) or (gd), any Long Term Shares or Annual Stock Options issued to Executive under this Agreement which have not yet vested shall immediately vest and shall no longer be subject to forfeiture.

Upon Termination for Death or Total Disability. If Executive’s employment hereunder and this Agreement is terminated by reason of his her death or Total Disability, under Sections 2.2(f) or (g), then within thirty (30) days of the date of termination the Company will pay Executive (or his her estate or beneficiaries): (i) any Base Salary that has been accrued but not paid as of the date of termination (the “Accrued Base Salary”); (ii) any compensation for unused vacation days accrued as of the termination date in an amount equal to Executive’s Base Salary multiplied by a fraction, the numerator of which is the number of accrued unused vacation days and the denominator of which is 360 (the “Accrued Vacation Payment”); (iii) any expenses incurred by Executive prior to the date of termination that may be reimbursed pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (iv) any accrued and vested benefits required to be provided upon death or Total Disability by the terms of any Company-sponsored benefit plans or programs exclusive of any Long Term Shares or Annual Stock Options (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of Executive’s death or Total Disability under applicable law; and (v) an amount equal to either the prorated portion of the Annual Incentive Bonus that Executive received for the last fiscal year completed prior to termination equal to the relevant Annual Incentive Bonus multiplied by a fraction, the numerator of which is the number of days in the year prior to the date of death or Total Disability and the denominator of which is 360, or if the termination occurs in the first year of the Employment Term, then the prorated portion of the Annual Incentive Bonus as if the target bonus was received for that year (the “Accrued Bonus”) calculated in the same fashion. In addition, if Executive’s employment and this Agreement are is terminated under Sections 2.2(f) or (g), any Long Term Shares or Annual Stock Options issued to Executive under this Agreement which have not yet vested shall immediately vest and shall no longer be subject to forfeiture.

Upon Termination for Death or Total Disability. If Executive’s 's employment hereunder and under this Agreement is terminated by reason of his death or Total Disability, under Sections 2.2(f) or (g), then within thirty (30) days of the date of termination the Company will shall: (a) pay Executive (or his estate or beneficiaries): (iestate) any Base Salary that which has been accrued but not been paid as of the termination date of termination (the “"Accrued Base Salary”"); (iib) any compensation pay Executive (or his estate) for unused vacation days and paid holidays accrued as of the termination date in an amount equal to Executive’s his Base Salary multiplied by a fraction, fraction the numerator of which is the number of accrued unused vacation days and paid holidays, and the denominator of which is 360 260 (the “"Accrued Vacation Payment”"); (iiic) any reimburse Executive (or his estate) for expenses incurred by Executive him prior to the date of termination that may be reimbursed which are subject to reimbursement pursuant to this Agreement (the “"Accrued Reimbursable Expenses”"); (ivd) provide to Executive (or his estate) any accrued and vested benefits required to be provided upon death or Total Disability by the terms of any Company-sponsored benefit plans or programs exclusive of any Long Term Shares or Annual Stock Options (the “"Accrued Benefits”"), together with any benefits required to be paid or provided in the event of Executive’s 's death or Total Disability disability under applicable law; (e) pay Executive (or his estate) any Incentive Bonus or other bonus with respect to a prior fiscal quarter which has accrued but has not been paid; (f) pay Executive (or his estate) any payment under the Deferred Compensation Plan which has accrued but has not been paid to the account provided for in such plan; (g) pay Executive the amounts due under Section 2.4; and (vh) an amount equal permit Executive (or his estate) to either exercise all vested unexercised stock options (including stock options which by their terms become exercisable upon death or disability) and warrants outstanding at the prorated portion termination date in accordance with the terms of the Annual Incentive Bonus that Executive received for the last fiscal year completed prior plans and agreements pursuant to termination equal to the relevant Annual Incentive Bonus multiplied by a fraction, the numerator of which is the number of days in the year prior to the date of death such options or Total Disability and the denominator of which is 360, or if the termination occurs in the first year of the Employment Term, then the prorated portion of the Annual Incentive Bonus as if the target bonus was received for that year (the “Accrued Bonus”) calculated in the same fashion. In addition, if Executive’s employment and this Agreement are terminated under Sections 2.2(f) or (g), any Long Term Shares or Annual Stock Options issued to Executive under this Agreement which have not yet vested shall immediately vest and shall no longer be subject to forfeiturewarrants were issued.

Upon Termination for Death or Total Disability. If Executive’s employment hereunder and this Agreement is terminated by reason of his death or Total Disability, under Sections 2.2(f2.2(c) or (gd), then within thirty (30) days of the date of termination the Company will pay Executive (or his estate or beneficiaries): (i) any Base Salary that has been accrued but not paid as of the date of termination (the “Accrued Base Salary”); (ii) any compensation for unused vacation days accrued as of the termination date in an amount equal to Executive’s Base Salary multiplied by a fraction, the numerator of which is the number of accrued unused vacation days and the denominator of which is 360 (the “Accrued Vacation Payment”); (iii) any expenses incurred by Executive prior to the date of termination that may be reimbursed pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (iv) any accrued and vested benefits required to be provided upon death or Total Disability by the terms of any Company-sponsored benefit plans or programs exclusive of any Long Term Shares or Annual Stock Options (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of Executive’s death or Total Disability under applicable law; and (v) an amount equal to either the prorated portion of the Annual Incentive Bonus that Executive received for the last fiscal year completed prior to termination equal to the relevant Annual Incentive Bonus multiplied by a fraction, the numerator of which is the number of days in the year prior to the date of death or Total Disability and the denominator of which is 360, or if the termination occurs in the first year of the Employment Term, then the prorated portion of the Annual Incentive Bonus as if the target bonus was received for that year (the “Accrued Bonus”) calculated in the same fashion. In addition, if Executive’s employment and this Agreement are is terminated under Sections 2.2(f2.2(c) or (gd), any Long Term Shares or Annual Stock Options issued to Executive under this Agreement which have not yet vested shall immediately vest and shall no longer be subject to forfeiture.

Upon Termination for Death or Total Disability. If Executive’s 's employment hereunder and this Agreement is terminated by reason of his death or Total Disability, under Sections 2.2(f) or (g), then within thirty (30) 15 days of the date of termination termination, the Company will pay provide to Executive (or his estate or beneficiaries): (i) any Base Salary that has been accrued but not paid as of the date of termination (the “"Accrued Base Salary”"); (ii) an amount equal to the Base Salary Executive would have earned for the remaining portion of the then-current Employment Term as if the termination had not occurred plus an additional six months at the then-current level of Base Salary (the "Severance Salary"); (iii) any compensation for unused vacation days accrued as of the termination date in an amount equal to Executive’s his Base Salary multiplied by a fraction, the numerator of which is the number of accrued unused vacation days and the denominator of which is 360 (the “"Accrued Vacation Payment”"); (iiiiv) any reimbursement for expenses incurred by Executive him prior to the date of termination that may be reimbursed are subject to reimbursement pursuant to this Agreement (the “"Accrued Reimbursable Expenses”"); (ivv) any accrued and vested benefits required to be provided upon death or Total Disability by the terms of any Companycompany-sponsored benefit plans or programs exclusive of any Long Term Shares or Annual Stock Options (the “"Accrued Benefits”"), together with any benefits required to be paid or provided in the event of Executive’s 's death or Total Disability under applicable law; and (vvi) an amount equal to either the prorated pro-rated portion of the Annual Incentive Bonus any bonus that Executive received for the last fiscal year completed prior to termination equal to the relevant Annual Incentive Bonus multiplied by a fraction, the numerator has accrued but not been paid as of which is the number of days in the year prior to the date of death or Total Disability and the denominator of which is 360, or if the termination occurs in the first year of the Employment Term, then the prorated portion of the Annual Incentive Bonus as if the target bonus was received for that year (the “"Accrued Bonus”) calculated in the same fashion. In addition, if Executive’s employment and this Agreement are terminated under Sections 2.2(f) or (g"), any Long Term Shares or Annual Stock Options issued to Executive under this Agreement which have not yet vested shall immediately vest and shall no longer be subject to forfeiture.

Upon Termination for Death or Total Disability. If Executive’s 's employment hereunder and under this Agreement is terminated by reason of his death or Total Disability, under Sections 2.2(f) or (g), then within thirty (30) days of the date of termination the Company will shall: (a) pay Executive (or his estate or beneficiaries): (iestate) any Base Salary that which has been accrued but not been paid as of the termination date of termination (the “"Accrued Base Salary”"); (iib) any compensation pay Executive (or his estate) for unused vacation days and paid holidays accrued as of the termination date in an amount equal to Executive’s his Base Salary multiplied by a fraction, fraction the numerator of which is the number of accrued unused vacation days and paid holidays, and the denominator of which is 360 260 (the “"Accrued Vacation Payment”"); (iiic) any reimburse Executive (or his estate) for expenses incurred by Executive him prior to the date of termination that may be reimbursed which are subject to reimbursement pursuant to this Agreement (the “"Accrued Reimbursable Expenses”"); (ivd) provide to Executive (or his estate) any accrued and vested benefits required to be provided upon death or Total Disability by the terms of any Company-sponsored benefit plans or programs exclusive of any Long Term Shares or Annual Stock Options (the “"Accrued Benefits”"), together with any benefits required to be paid or provided in the event of Executive’s 's death or Total Disability disability under applicable law; (e) pay Executive (or his estate) any Incentive Bonus or other bonus with respect to a prior fiscal quarter which has accrued but has not been paid; (f) pay Executive (or his estate) any payment under the Deferred Compensation Plan which has accrued but has not been paid to the account provided for in such plan; (g) pay Executive the amounts due under Section 2.5; (h) permit Executive (or his estate) to convert all vested Restricted Stock Units outstanding at the termination date in accordance with the terms of the Restricted Stock Agreement described in Section 2.4 hereof; and (vi) an amount equal permit Executive (or his estate) to either exercise all vested unexercised stock options (including stock options which by their terms become exercisable upon death or disability) and warrants outstanding at the prorated portion termination date in accordance with the terms of the Annual Incentive Bonus that Executive received for the last fiscal year completed prior plans and agreements pursuant to termination equal to the relevant Annual Incentive Bonus multiplied by a fraction, the numerator of which is the number of days in the year prior to the date of death such options or Total Disability and the denominator of which is 360, or if the termination occurs in the first year of the Employment Term, then the prorated portion of the Annual Incentive Bonus as if the target bonus was received for that year (the “Accrued Bonus”) calculated in the same fashion. In addition, if Executive’s employment and this Agreement are terminated under Sections 2.2(f) or (g), any Long Term Shares or Annual Stock Options issued to Executive under this Agreement which have not yet vested shall immediately vest and shall no longer be subject to forfeiturewarrants were issued.

Upon Termination for Death or Total Disability. If Executive’s 's employment hereunder and this Agreement is terminated by reason of his death or Total Disability, under Sections 2.2(f2.2 (c) or (gd), then within thirty (30) 30 days of the date of termination the Company will pay provide to Executive (or his estate or beneficiaries): (i) any Base Salary that has been accrued but not paid as of the date of termination (the “"Accrued Base Salary”"); (ii) any compensation for unused vacation days accrued as of the termination date in an amount equal to Executive’s his Base Salary multiplied by a fraction, the numerator of which is the number of accrued unused vacation days and the denominator of which is 360 (the “"Accrued Vacation Payment”"); (iii) any reimbursement for expenses incurred by Executive him prior to the date of termination that may be reimbursed are subject to reimbursement pursuant to this Agreement (the “"Accrued Reimbursable Expenses”"); (iv) any accrued and vested benefits required to be provided upon death or Total Disability by the terms of any Company-sponsored benefit plans or programs exclusive of any Long Term Shares or Annual Stock Options (the “"Accrued Benefits”"), together with any benefits required to be paid or provided in the event of Executive’s 's death or Total Disability under applicable law; and (v) an amount equal to either the prorated portion of the Annual Incentive Bonus that Executive he received for the last fiscal year completed prior to termination equal to calculated by the relevant amount of Annual Incentive Bonus received for the fiscal year prior to termination multiplied by a fraction, the numerator of which is the number of days in the that year that Executive worked prior to the date of death or Total Disability and the denominator of which is 360, or if the termination occurs in the first year of the Employment Initial Term, then the prorated portion of the Annual Incentive Bonus as if the target bonus was received for that year (the “"Accrued Bonus”") calculated in the same fashion. In addition, if Executive’s 's employment and this Agreement are is terminated under Sections 2.2(fSection 2.2(c)- (d) or (g), any Long Term Shares or Annual Stock Options issued to Executive under this Agreement which have not yet vested shall immediately vest and shall no longer be subject to forfeiture.

Upon Termination for Death or Total Disability. If Executive’s 's employment hereunder and under this Agreement is terminated by reason of his death or Total Disability, under Sections 2.2(f) or (g), then within thirty (30) days of the date of termination the Company will shall: (a) pay Executive (or his estate or beneficiaries): (iestate) any Base Salary that which has been accrued but not been paid as of the termination date of termination (the “"Accrued Base Salary”"); (iib) any compensation pay Executive (or his estate) for unused vacation days and paid holidays accrued as of the termination date in an amount equal to Executive’s his Base Salary multiplied by a fraction, fraction the numerator of which is the number of accrued unused vacation days and paid holidays, and the denominator of which is 360 260 (the “"Accrued Vacation Payment”"); (iiic) any reimburse Executive (or his estate) for expenses incurred by Executive him prior to the date of termination that may be reimbursed which are subject to reimbursement pursuant to this Agreement (the “"Accrued Reimbursable Expenses”"); (ivd) provide to Executive (or his estate) any accrued and vested benefits required to be provided upon death or Total Disability by the terms of any Company-Company- sponsored benefit plans or programs exclusive of any Long Term Shares or Annual Stock Options (the “"Accrued Benefits”"), together with any benefits required to be paid or provided in the event of Executive’s 's death or Total Disability disability under applicable law; (e) pay Executive (or his estate) any Incentive Bonus or other bonus with respect to a prior fiscal quarter which has accrued but has not been paid; (f) contribute to the Deferred Compensation Plan any amount that has been accrued but not yet paid to the account provided for in such plan; (g) permit Executive (or his estate) to convert all vested Restricted Stock Units outstanding at the termination date in accordance with the terms of the Restricted Stock Agreement described in Section 2.4 hereof; and (vh) an amount equal permit Executive (or his estate) to either exercise all vested unexercised stock options (including stock options which by their terms become exercisable upon death or disability) and warrants outstanding at the prorated portion termination date in accordance with the terms of the Annual Incentive Bonus that Executive received for the last fiscal year completed prior plans and agreements pursuant to termination equal to the relevant Annual Incentive Bonus multiplied by a fraction, the numerator of which is the number of days in the year prior to the date of death such options or Total Disability and the denominator of which is 360, or if the termination occurs in the first year of the Employment Term, then the prorated portion of the Annual Incentive Bonus as if the target bonus was received for that year (the “Accrued Bonus”) calculated in the same fashion. In addition, if Executive’s employment and this Agreement are terminated under Sections 2.2(f) or (g), any Long Term Shares or Annual Stock Options issued to Executive under this Agreement which have not yet vested shall immediately vest and shall no longer be subject to forfeiturewarrants were issued.

Upon Termination for Death or Total Disability. If Executive’s employment hereunder and this Agreement is terminated by reason of his death or Total Disability, under Sections 2.2(f2.2(c) or (gd), then within thirty (30) days of the date of termination the Company will pay Executive (or his estate or beneficiaries): (i) any Base Salary that has been accrued but not paid as of the date of termination (the “Accrued Base Salary”); (ii) any compensation for unused vacation days accrued as of the termination date in an amount equal to Executive’s Base Salary multiplied by a fraction, the numerator of which is the number of accrued unused vacation days and the denominator of which is 360 (the “Accrued Vacation Payment”); (iii) any expenses incurred by Executive prior to the date of termination that may be reimbursed pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (iv) any accrued and vested benefits required to be provided upon death or Total Disability by the terms of any Company-sponsored benefit plans or programs exclusive of any Long Term Shares or Annual Stock Options (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of Executive’s death or Total Disability under applicable law; and (v) an amount equal to either the prorated portion of the Annual Incentive Bonus that Executive received for the last fiscal year completed prior to termination equal to the relevant Annual Incentive Bonus multiplied by a fraction, the numerator of which is the number of days in the year prior to the date of death or Total Disability and the denominator of which is 360, or if the termination occurs in the first year of the Employment Term, then the prorated portion of the Annual Incentive Bonus as if the target Target bonus was received for that year (the “Accrued Bonus”) calculated in the same fashion. In addition, if Executive’s employment and this Agreement are is terminated under Sections 2.2(f2.2(c) or (gd), any Long Term Shares or Annual Stock Options issued to Executive under this Agreement which have not yet vested shall immediately vest and shall no longer be subject to forfeiture.

Upon Termination for Death or Total Disability. If Executive’s 's employment hereunder and under this Agreement is terminated by reason of his death or Total Disability, under Sections 2.2(f) or (g), then within thirty (30) days of the date of termination the Company will shall: (a) pay Executive (or his estate or beneficiaries): (iestate) any Base Salary that which has been accrued but not been paid as of the termination date of termination (the “"Accrued Base Salary”"); (iib) any compensation pay Executive (or his estate) for unused vacation days and paid holidays accrued as of the termination date in an amount equal to Executive’s his Base Salary multiplied by a fraction, fraction the numerator of which is the number of accrued unused vacation days and paid holidays, and the denominator of which is 360 260 (the “"Accrued Vacation Payment”"); (iiic) any reimburse Executive (or his estate) for expenses incurred by Executive him prior to the date of termination that may be reimbursed which are subject to reimbursement pursuant to this Agreement (the “"Accrued Reimbursable Expenses”"); (ivd) provide to Executive (or his estate) any accrued and vested benefits required to be provided upon death or Total Disability by the terms of any Company-sponsored benefit plans or programs exclusive of any Long Term Shares or Annual Stock Options (the “"Accrued Benefits”"), together with any benefits required to be paid or provided in the event of Executive’s 's death or Total Disability disability under applicable law; (e) pay Executive (or his estate) any Incentive Bonus or other bonus with respect to a prior fiscal quarter which has accrued but has not been paid; (f) contribute to the Deferred Compensation Plan any amount that has been accrued but not yet paid to the account provided for in such plan; (g) permit Executive (or his estate) to convert all vested Restricted Stock Units outstanding at the termination date in accordance with the terms of the Restricted Stock Agreement described in Section 2.4 hereof; and (vh) an amount equal permit Executive (or his estate) to either exercise all vested unexercised stock options (including stock options which by their terms become exercisable upon death or disability) and warrants outstanding at the prorated portion termination date in accordance with the terms of the Annual Incentive Bonus that Executive received for the last fiscal year completed prior plans and agreements pursuant to termination equal to the relevant Annual Incentive Bonus multiplied by a fraction, the numerator of which is the number of days in the year prior to the date of death such options or Total Disability and the denominator of which is 360, or if the termination occurs in the first year of the Employment Term, then the prorated portion of the Annual Incentive Bonus as if the target bonus was received for that year (the “Accrued Bonus”) calculated in the same fashion. In addition, if Executive’s employment and this Agreement are terminated under Sections 2.2(f) or (g), any Long Term Shares or Annual Stock Options issued to Executive under this Agreement which have not yet vested shall immediately vest and shall no longer be subject to forfeiturewarrants were issued.

Upon Termination for Death or Total Disability. If Executive’s employment hereunder and this Agreement is terminated by reason of his death or Total Disability, under Sections 2.2(f2.2 (c) or (gd), then within thirty (30) 30 days of the date of termination the Company will pay Executive (or his estate or beneficiaries): (i) any Base Salary that has been accrued but not paid as of the date of termination (the “Accrued Base Salary”); (ii) any compensation for unused vacation days accrued as of the termination date in an amount equal to Executive’s Base Salary multiplied by a fraction, the numerator of which is the number of accrued unused vacation days and the denominator of which is 360 (the “Accrued Vacation Payment”); (iii) any expenses incurred by Executive prior to the date of termination that may be reimbursed pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (iv) any accrued and vested benefits required to be provided upon death or Total Disability by the terms of any Company-sponsored benefit plans or programs exclusive of any Long Term Shares or Annual Stock Options (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of Executive’s death or Total Disability under applicable law; and (v) an amount equal to either the prorated portion of the Annual Incentive Bonus that Executive received for the last fiscal year completed prior to termination equal to the relevant Annual Incentive Bonus multiplied by a fraction, the numerator of which is the number of days in the year prior to the date of death or Total Disability and the denominator of which is 360, or if the termination occurs in the first year of the Employment Term, then the prorated portion of the Annual Incentive Bonus as if the target bonus was received for that year (the “Accrued Bonus”) calculated in the same fashion. In addition, if Executive’s employment and this Agreement are is terminated under Sections 2.2(fSection 2.2(c)-(d) or (g), any Long Term Shares or Annual Stock Options issued to Executive under this Agreement which have not yet vested shall immediately vest and shall no longer be subject to forfeiture.

Upon Termination for Death or Total Disability. If Executive’s employment hereunder and under this Agreement is terminated by reason of his death or Total Disability, under Sections 2.2(f) or (g), then within thirty (30) days of the date of termination the Company will shall: (a) pay Executive (or his estate or beneficiaries): (iestate) any Base Salary that which has been accrued but not been paid as of the termination date of termination (the “Accrued Base Salary”); (iib) any compensation pay Executive (or his estate) for unused vacation days and paid holidays accrued as of the termination date in an amount equal to Executive’s his Base Salary multiplied by a fraction, fraction the numerator of which is the number of accrued unused vacation days and paid holidays, and the denominator of which is 360 260 (the “Accrued Vacation Payment”); (iiic) any reimburse Executive (or his estate) for expenses incurred by Executive him prior to the date of termination that may be reimbursed which are subject to reimbursement pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (ivd) provide to Executive (or his estate) any accrued and vested benefits required to be provided upon death or Total Disability by the terms of any Company-sponsored benefit plans or programs exclusive of any Long Term Shares or Annual Stock Options (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of Executive’s death or Total Disability disability under applicable law; (e) pay Executive (or his estate) any Incentive Bonus or other bonus with respect to a prior fiscal quarter which has accrued but has not been paid; (f) pay Executive (or his estate) any payment under the Deferred Compensation Plan which has accrued but has not been paid to the account provided for in such plan; (g) pay Executive the amounts due under Section 2.5; (h) permit Executive (or his estate) to convert any vested Restricted Stock Units outstanding at the termination date in accordance with the terms of the Restricted Stock Agreement described in Section 2.4 hereof; and (vi) an amount equal permit Executive (or his estate) to either exercise all vested unexercised stock options (including stock options which by their terms become exercisable upon death or disability) and warrants outstanding at the prorated portion termination date in accordance with the terms of the Annual Incentive Bonus that Executive received for the last fiscal year completed prior plans and agreements pursuant to termination equal to the relevant Annual Incentive Bonus multiplied by a fraction, the numerator of which is the number of days in the year prior to the date of death such options or Total Disability and the denominator of which is 360, or if the termination occurs in the first year of the Employment Term, then the prorated portion of the Annual Incentive Bonus as if the target bonus was received for that year (the “Accrued Bonus”) calculated in the same fashion. In addition, if Executive’s employment and this Agreement are terminated under Sections 2.2(f) or (g), any Long Term Shares or Annual Stock Options issued to Executive under this Agreement which have not yet vested shall immediately vest and shall no longer be subject to forfeiturewarrants were issued.