Common use of By Death or Disability Clause in Contracts

By Death or Disability. Executive’s employment will terminate automatically on the death of Executive or upon Executive’s Disability. In such event, Company will pay to Executive’s beneficiaries or estate, as appropriate, in a lump sum less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions, within thirty (30) days of Executive’s death, an amount equal to the sum of (a) one year of additional Base Salary at the rate in effect of such termination date, (b) five (5) Performance Bonuses, with each such Performance Bonus equal to the average of the Performance Bonuses paid with respect to the two (2) fiscal quarters or the fiscal quarter and fiscal year end, as applicable, immediately preceding Executive’s death or Disability (such amount in this Section 8.2(b) together with that in Section 8.2(a) being referred to in this Agreement as the “Severance Amount”), and (c) any Base Salary as shall have accrued but remain unpaid and any un-reimbursed Business Expenses as of the date of Executive’s death or Disability. In addition, on the death of Executive or upon Executive’s Disability, twenty-five percent (25%) of the shares subject to the Option and the Second Option shall immediately vest and become exercisable, Executive shall have a period of one year post-termination in which to exercise the Option and the Second Option, and if a Liquidation Event shall occur following the death of Executive or upon Executive’s Disability and prior to the termination of the Option and the Second Option, one hundred percent (100%) of the shares subject to the Option and the Second Option shall immediately vest and become exercisable effective immediately prior to the consummation of the Liquidation Event. For purposes of this Agreement, in the event of a dispute, the determination of a Disability shall be made reasonably by the Board of Directors acting in good faith and shall be supported by advice of an independent physician competent in the area to which such Disability relates. Executive must submit to a reasonable number of examinations by the physician making the determination of disability, and the Executive hereby authorizes the disclosure and release to the Company of such determination and all supporting medical records. If Executive is not legally competent, Executive’s legal guardian or duly authorized attorney-in-fact will act in Executive’s stead, for the purposes of submitting Executive to the examinations, and providing the authorization of disclosure as required under this Section 8.2.

By Death or Disability. Executive’s employment will terminate automatically on (i) In the event of the death of Executive or upon Executive’s Disability. In such eventduring the Employment Term, the Company will shall pay to Executive’s 's estate or beneficiaries or estateall payments payable by the Company in accordance with Section 12(d) hereof, as appropriate, in a lump sum less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions, within thirty (30) days of Executive’s death, an amount equal but offset by the proceeds from any life insurance policy to the sum of (a) one year of additional Base Salary at the rate in effect of extent attributable to Company contributions to such termination date, (b) five (5) Performance Bonuses, with each such Performance Bonus equal policy. The Company shall also provide continued medical coverage to the average Executive's covered dependents on the terms set forth in Section 12(d). Notwithstanding the terms of the Performance Bonuses paid with respect preceding sentence to the two (2) fiscal quarters or the fiscal quarter contrary, all outstanding, unexercised and fiscal year end, as applicable, immediately preceding Executive’s death or Disability (such amount in this Section 8.2(b) together with that in Section 8.2(a) being referred to in this Agreement as the “Severance Amount”), unexpired warrants and (c) any Base Salary as shall have accrued but remain unpaid and any un-reimbursed Business Expenses as of options on the date of Executive’s 's death shall be fully vested and immediately exercisable for the remainder of their original term and the Executive Stock shall be fully vested. Any death benefit under life insurance or other benefit programs covering Executive shall be determined and paid in accordance with the provisions of such policies and programs. (ii) If Executive's employment is terminated by reason of Disability, the Company shall pay to Executive all payments payable by the Company in accordance with Section 12(d) hereof, but offset by payments made to the Executive under any disability insurance policy or program to the extent provided by the Company. The Company shall also provide continued medical coverage to the Executive and the Executive's covered dependents on the terms set forth in Section 12(d). Notwithstanding the terms of the preceding sentence to the contrary, all outstanding, unexercised and unexpired warrants and options on the date Executive's employment is terminated by reason of Disability shall be fully vested and immediately exercisable for the remainder of their original term. In addition, on the death of Company shall carry an insurance policy for Executive or upon Executive’s Disability, twenty-five percent (25%) of the shares subject to the Option and the Second Option shall immediately vest and become exercisable, Executive shall have a period of one year post-termination in which to exercise the Option and the Second Option, and if a Liquidation Event shall occur following the death of Executive or upon Executive’s Disability and prior to the termination of the Option and the Second Option, one hundred percent (100%) of the shares subject to the Option and the Second Option shall immediately vest and become exercisable effective immediately prior to the consummation of the Liquidation Event. For purposes of this Agreementthat, in the event Executive's employment is terminated by reason of a disputeDisability, pays the determination issuer of a Disability shall the insurance policy on the life of Executive an amount of cash necessary, with the addition of the anticipated portion of the future premiums otherwise to be made reasonably paid by the Board of Directors acting in good faith and shall Executive, to make the policy "fully paid up" so that the policy would be supported self-sustaining without further payments by advice of an independent physician competent in the area to which such Disability relates. Executive must submit to a reasonable number of examinations by the physician making the determination of disability, and the Executive hereby authorizes the disclosure and release to either the Company of such determination and all supporting medical recordsor the Executive. If Executive is not legally competent, Executive’s legal guardian or duly authorized attorney-in-fact will act in Executive’s stead, for the purposes of submitting Executive to the examinations, and providing the authorization of disclosure as required under this Section 8.2.(c)

By Death or Disability. Executive’s employment will terminate automatically on the death of Executive or upon Executive’s Disability. In such event, Company will pay to Executive’s beneficiaries or estate, as appropriate, in a lump sum less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions, within thirty (30) days of Executive’s death, an amount equal to the sum of (a) one year of additional Base Salary at the rate in effect of such termination date, (b) five (5) Performance Bonuses, with each such a Performance Bonus in an amount equal to the average sum of the Performance Bonuses actually paid with respect by Company to Executive in the two (2) fiscal quarters or the fiscal quarter and fiscal calendar year end, as applicable, immediately preceding Executive’s death or Disability (such amount in this Section 8.2(b) together with that in Section 8.2(a) being referred to in this Agreement as the “Severance Amount”), and (c) any Base Salary as shall have accrued but remain unpaid and any un-reimbursed Business Expenses as of the date of Executive’s death or Disability. In addition, on the death of Executive or upon Executive’s Disability, twenty-five percent (25%) of the shares subject to the Option and the Second Option shall immediately vest and become exercisable, Executive shall have a period of one year post-termination in which to exercise the Option and the Second Option, and if a Liquidation Event shall occur following the death of Executive or upon Executive’s Disability and prior to the termination of the Option and the Second Option, one hundred percent (100%) of the shares subject to the Option and the Second Option shall immediately vest and become exercisable effective immediately prior to the consummation of the Liquidation Event. For purposes of this Agreement, in the event of a dispute, the determination of a Disability shall be made reasonably by the Board of Directors acting in good faith and shall be supported by advice of an independent physician competent in the area to which such Disability relates. Executive must submit to a reasonable number of examinations by the physician making the determination of disability, and the Executive hereby authorizes the disclosure and release to the Company of such determination and all supporting medical records. If Executive is not legally competent, Executive’s legal guardian or duly authorized attorney-in-fact will act in Executive’s stead, for the purposes of submitting Executive to the examinations, and providing the authorization of disclosure as required under this Section 8.28.1.

By Death or Disability. Executive’s employment will terminate automatically on the death of Executive or upon Executive’s Disability. In such event, Company will pay to Executive’s beneficiaries or estate, as appropriate, in a lump sum less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions, within thirty (30) days of Executive’s deathdeath or Disability, an amount equal to the sum of (a) an amount equal one times the sum of (i) Executive’s Base Salary plus (ii) the target amount of Executive’s Performance Bonus for the year of additional Base Salary at the rate in effect of such termination datetermination, plus (b) five (5) Performance Bonuses, with each such Performance Bonus equal to the average of the Performance Bonuses paid with respect to the two (2) fiscal quarters or the fiscal quarter and fiscal year end, as applicable, immediately preceding Executive’s death or Disability (such amount in this Section 8.2(b) together with that in Section 8.2(a) being referred to in this Agreement as the “Severance Amount”), and (c) any Base Salary as shall have accrued but remain unpaid and any un-reimbursed Business Expenses as of the date of Executive’s death or Disability. In addition, on the death of Executive or upon Executive’s Disability, twenty-five percent (25%) of the shares subject to the Option and the Second Option shall immediately vest and become exercisable, Executive shall have a period of one year post-termination in which to exercise the Option and the Second Option, and if a Liquidation Event shall occur following the death of Executive or upon Executive’s Disability and prior to the termination of the Option and the Second Option, one hundred percent (100%) of the shares subject to the Option and the Second Option shall immediately vest and become exercisable effective immediately prior to the consummation of the Liquidation Event. In addition, on the death of Executive or upon Executive’s Disability, any outstanding Deferred Units shall be immediately vested and paid, but any remaining unearned portion of the PSUs shall be immediately canceled and forfeited. For purposes of this Agreement, in the event of a dispute, the determination of a Disability shall be made reasonably by the Board of Directors acting in good faith and shall be supported by advice of an independent physician competent in the area to which such Disability relates. Executive must submit to a reasonable number of examinations by the physician making the determination of disability, and the Executive hereby authorizes the disclosure and release to the Company of such determination and all supporting medical records. If Executive is not legally competent, Executive’s legal guardian or duly authorized attorney-in-fact will act in Executive’s stead, for the purposes of submitting Executive to the examinations, and providing the authorization of disclosure as required under this Section 8.2.

By Death or Disability. Executive’s employment will terminate automatically on the death of Executive or upon Executive’s Disability. In such event, Company will pay to Executive’s beneficiaries or estate, as appropriate, in a lump sum less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions, within thirty (30) days of Executive’s death, an amount equal to the sum of (a) one year of additional Base Salary at the rate in effect of such termination date, (b) five (5) Performance Bonuses, with each such Performance Bonus equal to the average of the Performance Bonuses paid with respect to the two (2) fiscal quarters or the fiscal quarter and fiscal year end, as applicable, immediately preceding Executive’s death or Disability (such amount in this Section 8.2(b) together with that in Section 8.2(a) being referred to in this Agreement as the “Severance Amount”), and (c) any Base Salary as shall have accrued but remain unpaid and any un-un-- reimbursed Business Expenses as of the date of Executive’s death or Disability. In addition, on the death of Executive or upon Executive’s Disability, twenty---five percent (25%) of the shares subject to the Option and the Second Option shall immediately vest and become exercisable, Executive shall have a period of one year post---termination in which to exercise the Option and the Second Option, and if a Liquidation Event shall occur following the death of Executive or upon Executive’s Disability and prior to the termination of the Option and the Second Option, one hundred percent (100%) of the shares subject to the Option and the Second Option shall immediately vest and become exercisable effective immediately prior to the consummation of the Liquidation Event. For purposes of this Agreement, in the event of a dispute, the determination of a Disability shall be made reasonably by the Board of Directors acting in good faith and shall be supported by advice of an independent physician competent in the area to which such Disability relates. Executive must submit to a reasonable number of examinations by the physician making the determination of disability, and the Executive hereby authorizes the disclosure and release to the Company of such determination and all supporting medical records. If Executive is not legally competent, Executive’s legal guardian or duly authorized attorney---in---fact will act in Executive’s stead, for the purposes of submitting Executive to the examinations, and providing the authorization of disclosure as required under this Section 8.2.