Common use of Death or Disability of the Executive Clause in Contracts

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and in accordance with the Company’s normal payroll practices and procedures.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ ' prior written notice to the Executive or the Executive’s 's personal representative or guardian, if the Executive suffers a “"Total Disability” " (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s 's beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s 's current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and in accordance with the Company’s 's normal payroll practices and procedures.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ ' prior written notice to the Executive or the Executive’s 's personal representative or guardian, if the Executive suffers a “"Total Disability” " (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s 's beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of terminationtermination (provided, however, that no such reduction shall be made for any benefits paid upon the Executive's death under the Company's life insurance policy), (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s 's current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and in accordance with the Company’s 's normal payroll practices and procedures.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and or (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any The Base Salary shall be paid in accordance with the Company’s general payroll practices and procedures and any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in paid no event later than May March 15 of the year following yearthe year the bonus is earned, and in accordance with the Company’s normal general payroll practices and procedures.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any The Base Salary shall be paid in accordance with the Company’s general payroll practices and procedures and any bonus shall be payable as soon as reasonably practicable paid the year following the determination thereof, year the bonus is earned but in no event later than May 15 of the following such year, and in accordance with the Company’s normal general payroll practices and procedures.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive Executive, and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination; provided, however, that no such reduction shall be made for any benefits paid upon the Executive’s death under the Company’s life insurance policy, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination termination, and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable in full within forty-five (45) days following the determination thereof, but in no event later than May 15 of the following year, amount thereof and in accordance with the Company’s normal payroll practices and procedures.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ ' prior written notice to the Executive or the Executive’s 's personal representative or guardian, if the Executive suffers a “"Total Disability” " (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s 's current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may shall also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and in accordance with the Company’s 's normal payroll practices and procedures.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive Executive, and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination; provided, however, that no such reduction shall be made for any benefits paid upon the Executive’s death under the Company’s life insurance policy, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination termination, and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and in accordance with the Company’s normal payroll practices and procedures.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination; provided, however, that no such reduction shall be made for any benefits paid upon the Executive’s death under the Company’s life insurance policy, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may shall also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and in accordance with the Company’s normal payroll practices and procedures.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive Executive, and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination termination, and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may shall also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and in accordance with the Company’s normal payroll practices and procedures.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination; provided, however, that no such reduction shall be made for any benefits paid upon the Executive’s death under the Company’s life insurance policy, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and in accordance with the Company’s normal payroll practices and procedures.