Common use of Death or Disability of Employee Clause in Contracts

Death or Disability of Employee. Employee’s employment shall be terminated upon the death or Disability (as defined below) of Employee. In such instance, except as set forth below, all obligations hereunder to Employee (or Employee’s heirs or legal representatives) shall cease, other than for payment of the sum of (A) Employee’s Base Salary through the date of termination to the extent not theretofore paid, (B) any bonus or other cash compensation agreement for the pro rata amount earned through the date of termination, (C) compensation previously deferred by Employee (together with any accrued interest or earnings thereon), and (D) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (A), (B), (C) and (D) shall be hereinafter referred to as the “Accrued Obligations”), which shall be paid to Employee or Employee’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days after the date of termination or any earlier time required by applicable law. For the purposes of this Agreement, Disability shall mean the absence of Employee performing Employee’s duties with the Company on a full-time basis for a period of six months, as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to Employee or Employee’s legal representative (such agreement as to acceptability not to be withheld unreasonably). The termination of this Agreement due to the death or Disability of Employee shall have no effect on the rights and obligations of Employee (or his personal representative or beneficiary, as the case may be) with respect to stock options or other rights granted under the Company’s Equity Award Plans, as amended, or the Company’s Employee Stock Purchase Plan, or any subsequent employee benefit or equity compensation plan adopted by the Company, all of which rights and obligations shall be governed solely and exclusively by the applicable terms and conditions of such plans and the agreements issued thereunder.

Death or Disability of Employee. Employee’s 's employment shall be terminated upon the death or Disability (as defined below) of Employee. In such instance, except as set forth below, all obligations hereunder to Employee (or Employee’s 's heirs or legal representatives) shall cease, other than for payment of the sum of (A) Employee’s 's Base Salary through the date of termination to the extent not theretofore paid, (B) any bonus or other cash compensation agreement for the pro rata amount earned through the date of termination, (C) compensation previously deferred by Employee (together with any accrued interest or earnings thereon), and (D) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (A), (B), (C) and (D) shall be hereinafter referred to as the “"Accrued Obligations”"), which shall be paid to Employee or Employee’s 's estate or beneficiary, as applicable, in a lump sum in cash within 30 days after the date of termination or any earlier time required by applicable law. For the purposes of this Agreement, Disability shall mean the absence of Employee performing Employee’s 's duties with the Company on a full-time basis for a period of six months, as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to Employee or Employee’s 's legal representative (such agreement as to acceptability not to be withheld unreasonably). The termination of this Agreement due to the death or Disability of Employee shall have no effect on the rights and obligations of Employee (or his [his][her] personal representative or beneficiary, as the case may be) with respect to stock options or other rights granted under the Company’s Equity 's 1998 Performance Award PlansPlan, as amended, or the Company’s 's Employee Stock Purchase Plan, or any subsequent employee benefit or equity compensation plan adopted by the Company, all of which rights and obligations shall be governed solely and exclusively by the applicable terms and conditions of such plans and the agreements issued thereunder.

Death or Disability of Employee. Employee’s 's employment shall be terminated upon the death or Disability (as defined below) of Employee. In such instance, except as set forth below, all obligations hereunder to Employee (or Employee’s 's heirs or legal representatives) shall cease, other than for (i) payment of the sum of (A) Employee’s 's annual Base Salary through the date of termination to the extent not theretofore paid, (B) any bonus or other cash compensation agreement for the pro rata amount earned through the date of termination, (C) compensation previously deferred by Employee (together with any accrued interest or earnings thereon), and (D) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (A), (B), (C) and (D) shall be hereinafter referred to as the “"Accrued Obligations”"), which shall be paid to Employee or Employee’s 's estate or beneficiary, as applicable, in a lump sum in cash within 30 days after the date of termination or any earlier time required by applicable law; and (ii) payment to Employee or Employee's estate or beneficiary, as applicable, of any amount due pursuant to the terms of any applicable benefit plan. Notwithstanding the above, if Employee is terminated for disability, the Company shall continue, until Employee dies, Employee recovers from such disability and returns to full-time service, or 24 months after the date of such notice, whichever first occurs, to pay Employee 100% of the Base Salary payable to Employee immediately prior to the disability, minus the amount of any cash payments to Employee under the terms of the Company's disability insurance or other disability benefits provided by the Company. If Employee's death occurs while receiving payments under this Section 5(b), such payments shall cease upon the death of Employee. For the purposes of this Agreement, Disability disability shall mean the absence of Employee performing Employee’s 's duties with the Company on a full-time basis for a period of six months, as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to Employee or Employee’s 's legal representative (such agreement as to acceptability not to be withheld unreasonably). The termination of this Agreement due to the death or Disability of Employee shall have no effect on the rights and obligations of Employee (or his personal representative or beneficiary, as the case may be) with respect to stock options or other rights granted under the Company’s Equity Award Plans, as amended, or the Company’s Employee Stock Purchase Plan, or any subsequent employee benefit or equity compensation plan adopted by the Company, all of which rights and obligations shall be governed solely and exclusively by the applicable terms and conditions of such plans and the agreements issued thereunder.

Death or Disability of Employee. Employee’s employment shall be terminated upon the death or Disability (as defined below) of Employee. In such instance, except as set forth below, all obligations hereunder to Employee (or Employee’s heirs or legal representatives) shall cease, other than for payment of the sum of (A) Employee’s Base Salary through the date of termination to the extent not theretofore paid, (B) any bonus or other cash compensation agreement for the pro rata amount earned through the date of termination, (C) compensation previously deferred by Employee (together with any accrued interest or earnings thereon), and (D) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (A), (B), (C) and (D) shall be hereinafter referred to as the “Accrued Obligations”), which shall be paid to Employee or Employee’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days after the date of termination or any earlier time required by applicable law. For the purposes of this Agreement, Disability shall mean the absence of Employee performing Employee’s duties with the Company on a full-time basis for a period of six months, as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to Employee or Employee’s legal representative (such agreement as to acceptability not to be withheld unreasonably). The termination of this Agreement due to the death or Disability of Employee shall have no effect on the rights and obligations of Employee (or his personal representative or beneficiary, as the case may be) with respect to stock options or other rights granted under the Company’s Equity Award Plans, as amended, or the Company’s Employee Stock Purchase Plan, or any subsequent employee benefit or equity compensation plan adopted by the Company, all of which rights and obligations shall be governed solely and exclusively by the applicable terms and conditions of such plans and the agreements issued thereunder.

Death or Disability of Employee. Employee’s 's employment shall be terminated upon the death or Disability (as defined below) of Employee. In such instance, except as set forth below, all obligations hereunder to Employee (or Employee’s 's heirs or legal representatives) shall cease, other than for (i) payment of the sum of (A) Employee’s 's annual Base Salary through the date of termination to the extent not theretofore paid, (B) any bonus or other cash compensation agreement for the pro rata amount earned through the date of termination, (C) compensation previously deferred by Employee (together with any accrued interest or earnings thereon), and (D) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (A), (B), (C) and (D) shall be hereinafter referred to as the “"Accrued Obligations”"), which shall be paid to Employee or Employee’s 's estate or beneficiary, as applicable, in a lump sum in cash within 30 days after the date of termination or any earlier time required by applicable law; and (ii) payment to Employee or Employee's estate or beneficiary, as applicable, of any amount due pursuant to the terms of any applicable benefit plan. Notwithstanding the above, if Employee is terminated for disability, the Company shall continue, until Employee dies, Employee recovers from such disability and returns to full-time service, or 24 months after the date of such notice, whichever first occurs, to pay Employee 100% of the Base Salary payable to Employee immediately prior to the termination, minus the amount of any cash payments to Employee under the terms of the Company's disability insurance or other disability benefits provided by the Company. If Employee's death occurs while receiving payments under this Section 5(b), such payments shall cease upon the death of Employee. For the purposes of this Agreement, Disability disability shall mean the absence of Employee performing Employee’s 's duties with the Company on a full-time basis for a period of six months, as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to Employee or Employee’s 's legal representative (such agreement as to acceptability not to be withheld unreasonably). The termination of this Agreement due to the death or Disability of Employee shall have no effect on the rights and obligations of Employee (or his personal representative or beneficiary, as the case may be) with respect to stock options or other rights granted under the Company’s Equity Award Plans, as amended, or the Company’s Employee Stock Purchase Plan, or any subsequent employee benefit or equity compensation plan adopted by the Company, all of which rights and obligations shall be governed solely and exclusively by the applicable terms and conditions of such plans and the agreements issued thereunder.

Death or Disability of Employee. Employee’s employment shall be terminated upon the death or Disability (as defined below) of Employee. In such instance, except as set forth below, all obligations hereunder to Employee (or Employee’s heirs or legal representatives) shall cease, other than for payment of the sum of (A) Employee’s Base Salary through the date of termination to the extent not theretofore paid, (B) any bonus or other cash compensation agreement for the pro rata amount earned through the date of termination, (C) compensation previously deferred by Employee (together with any accrued interest or earnings thereon), and (D) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (A), (B), (C) and (D) shall be hereinafter referred to as the “Accrued Obligations”), which shall be paid to Employee or Employee’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days after the date of termination or any earlier time required by applicable law. For the purposes of this Agreement, Disability shall mean the absence of Employee performing Employee’s duties with the Company on a full-time basis for a period of six months, as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to Employee or Employee’s legal representative (such agreement as to acceptability not to be withheld unreasonably). The termination of this Agreement due to the death or Disability of Employee shall have no effect on the rights and obligations of Employee (or his personal representative or beneficiary, as the case may be) with respect to stock options or other rights granted under the Company’s Equity 2003 Performance Award PlansPlan, as amended, or the Company’s 2004 New-Hire Award Plan, as amended, the Company’s Employee Stock Purchase Plan, or any subsequent employee benefit or equity compensation plan adopted by the Company, all of which rights and obligations shall be governed solely and exclusively by the applicable terms and conditions of such plans and the agreements issued thereunder.

Death or Disability of Employee. Employee’s employment shall be terminated upon the death or Disability (as defined below) of Employee. In such instance, except as set forth below, all obligations hereunder to Employee (or Employee’s heirs or legal representatives) shall cease, other than for payment of the sum of (A) Employee’s Base Salary through the date of termination to the extent not theretofore paid, (B) any bonus or other cash compensation agreement for the pro rata amount earned through the date of termination, (C) compensation previously deferred by Employee (together with any accrued interest or earnings thereon), and (D) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (A), (B), (C) and (D) shall be hereinafter referred to as the “Accrued Obligations”), which shall be paid to Employee or Employee’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days after the date of termination or any earlier time required by applicable law. For the purposes of this Agreement, Disability shall mean the absence of Employee performing Employee’s duties with the Company on a full-time basis for a period of six months, as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to Employee or Employee’s legal representative (such agreement as to acceptability not to be withheld unreasonably). The termination of this Agreement due to the death or Disability of Employee shall have no effect on the rights and obligations of Employee (or his personal representative or beneficiary, as the case may be) with respect to stock options or other rights granted under the Company’s Equity 2003 Performance Award PlansPlan, as amended, or the Company’s Employee Stock Purchase Plan, or any subsequent employee benefit or equity compensation plan adopted by the Company, all of which rights and obligations shall be governed solely and exclusively by the applicable terms and conditions of such plans and the agreements issued thereunder.

Death or Disability of Employee. Employee’s 's employment shall be terminated upon the death or Disability (as defined below) of Employee. In such instance, except as set forth below, all obligations hereunder to Employee (or Employee’s 's heirs or legal representatives) shall cease), other than for (i) payment of the sum of (A) Employee’s 's annual Base Salary through the date of termination to the extent not theretofore paid, (B) any bonus or other cash compensation agreement for the pro rata amount earned through the date of termination, (C) compensation previously deferred by Employee (together with any accrued interest or earnings thereon), and (D) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (A), (B), (C) and (D) shall be hereinafter referred to as the “"Accrued Obligations”"), which shall be paid to Employee or Employee’s 's estate or beneficiary, as applicable, in a lump sum in cash within 30 days after the date of termination or any earlier time required by applicable law; and (ii) payment to Employee or Employee's estate or beneficiary, as applicable, of any amount due pursuant to the terms of any applicable benefit plan. Notwithstanding the above, if Employee is terminated for disability, the Company shall continue, until Employee dies, Employee recovers from such disability and returns to full-time service, or 24 months after the date of such notice, whichever first occurs, to pay Employee 100% of the Base Salary payable to Employee immediately prior to the termination, minus the amount of any cash payments to Employee under the terms of the Company's disability insurance or other disability benefits provided by the Company. If Employee's death occurs while receiving payments under this Section 5(b), such payments shall cease upon the death of Employee. For the purposes of this Agreement, Disability disability shall mean the absence of Employee performing Employee’s 's duties with the Company on a full-time basis for a period of six months, as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to Employee or Employee’s 's legal representative (such agreement as to acceptability not to be withheld unreasonably). The termination of this Agreement due to the death or Disability of Employee shall have no effect on the rights and obligations of Employee (or his personal representative or beneficiary, as the case may be) with respect to stock options or other rights granted under the Company’s Equity Award Plans, as amended, or the Company’s Employee Stock Purchase Plan, or any subsequent employee benefit or equity compensation plan adopted by the Company, all of which rights and obligations shall be governed solely and exclusively by the applicable terms and conditions of such plans and the agreements issued thereunder.