Common use of Termination by Reason of Disability or Death Clause in Contracts

Termination by Reason of Disability or Death. If the Executive's employment shall terminate by reason of his Disability (pursuant to Section 6(a)(ii)) or death (pursuant to Section 6(a)(i)), then (i) the Company shall pay to the Executive (or Executive's estate) a pro-rated amount of the Executive's Target Bonus for the Contract Year in which the Date of Termination occurs (the "Pro-Rata Bonus"); (ii) all Retention Options and Retention RSUs not vested or exercisable as of the Date of Termination shall thereupon be forfeited; provided, that in the alternative the Committee may, in its sole discretion, cause all or any portion of any Retention Options or Retention RSUs then held by the Executive to become vested and exercisable effective as of the Date of Termination; and (iii) all Options and RSUs (other than Retention Options and the Retention RSUs) then held by the Executive shall be or become vested and shall remain exercisable in accordance with the terms of the applicable Option or RSU agreement.

Termination by Reason of Disability or Death. If the Executive's employment shall terminate by reason of his Disability (pursuant to Section 6(a)(ii)) or death (pursuant to Section 6(a)(i)), then (i) the Company shall pay to the Executive (or Executive's designated beneficiary or, if none, his estate) a pro-rated amount of the Executive's Target Bonus for the Contract Year in which the Date of Termination occurs (the "Pro-Rata Bonus"); (ii) all Retention Options and Retention RSUs not vested or exercisable as of the Date of Termination shall thereupon be forfeited; provided, that in the alternative the Committee may, in its sole discretion, cause all or any portion of any Retention Options or Retention RSUs then held by the Executive to become vested and exercisable effective as of the Date of Termination; and (iii) all Options and RSUs (other than Retention Options and the Retention RSUs) then held by the Executive shall be or become vested and shall remain exercisable in accordance with the terms of the applicable Option or RSU agreement.