Common use of Termination Due to Death or Disability Clause in Contracts

Termination Due to Death or Disability. In the event that during the Employment Term the Executive’s employment is terminated by the Company due to the Executive’s death or Disability, the Company shall pay to the Executive, or the Executive’s estate, all amounts fully earned pursuant to the terms of this Agreement, but unpaid hereunder through the date of termination, if any, in respect of Salary, and accrued but not yet paid Annual Performance Bonus owed from the year prior to Executive’s termination (the “Accrued Compensation”).

Termination Due to Death or Disability. In the event that during the Employment Term the If Executive’s 's employment is terminated by the Company due to the Executive’s death or Disability, the Company shall pay to the then Executive, or the Executive’s 's estate, will receive: (i) payment for all amounts fully Base Salary and accrued but unused vacation earned pursuant to the terms of this Agreement, but unpaid hereunder through the date of termination; and (ii) a lump-sum payment equal to the pro-rata portion of Executive's full Target Bonus, if any, in respect based on Executive's length of Salary, and accrued but not yet paid Annual Performance Bonus owed from service during the year prior in which Executive's employment is terminated due to Executive’s termination (the “Accrued Compensation”)death or Disability.

Termination Due to Death or Disability. In the event that during the Employment Term the Executive’s employment hereunder is terminated by the Company due to the Executive’s death or Disability, Executive shall receive the Company shall pay to Accrued Benefits and one year of the Executive, Medical Payment Amounts for Executive in the event of disability or the Executive’s estate, all amounts fully earned pursuant to family in the terms event of this Agreement, but unpaid hereunder through the date of termination, if any, in respect of Salary, and accrued but not yet paid Annual Performance Bonus owed from the year prior to Executive’s termination (the “Accrued Compensation”)death.

Termination Due to Death or Disability. In the event that during the Employment Term the Executive’s employment with the Companies is terminated by the Company (a) due to the Executive’s death or Disability, the Company shall pay to the Executive, or the Executive’s estate, all amounts fully earned pursuant to the terms of this Agreement, but unpaid hereunder through the date of termination, if any, in respect of Salary, and accrued but not yet paid Annual Performance Bonus owed from the year prior to Executive’s death, or (b) by the Companies due to Executive’s Disability, then, in any such case, Executive (or, in the case of termination (of employment due to death of Executive, the “Accrued Compensation”).estate or other legal representative of Executive) shall be entitled to the following:

Termination Due to Death or Disability. The Executive's employment with the Company shall terminate automatically on the Executive's death. In the event that during the Employment Term of the Executive’s employment is terminated by 's disability, the Company due shall be entitled to terminate his employment. In the event of termination of the Executive’s 's employment by reason of Executive's death or Disabilitydisability, the Company shall pay to the ExecutiveExecutive (or his estate, or as applicable) the Executive’s estate, all amounts fully earned pursuant to 's Base Salary through and including the terms date of termination. For purposes of this Agreement, but unpaid hereunder through "disability" shall have the date of termination, if any, meaning set forth in respect of Salary, and accrued but not yet paid Annual Performance Bonus owed from the year prior to Executive’s termination (the “Accrued Compensation”)Company's long-term disability plan.

Termination Due to Death or Disability. In the event that during the Employment Term If the Executive’s employment hereunder is terminated by during the Company Term due to the Executive’s death or Disability, the Company shall pay the Executive or his estate, as applicable, in addition to the ExecutiveAccrued Amounts, or the Executive’s estate, all amounts fully earned pursuant to the terms of this Agreement, but unpaid hereunder through the date of termination, if any, in respect of Salary, and accrued but not yet paid a Pro-Rata Annual Performance Bonus owed from Payment for the year prior to Executive’s termination (the “Accrued Compensation”)of such termination.

Termination Due to Death or Disability. In the event that during the Employment Term the Executive’s employment is terminated by the Company due to the Executive’s death or Disability, the Company shall pay to the Executive, or the Executive’s estate, all amounts fully earned pursuant to the terms of this Agreement, but unpaid hereunder through the date of termination, if any, in respect of Salary, and accrued but not yet paid Annual Performance Bonus owed from the year prior to Executive’s termination (the “Accrued Compensation”).

Termination Due to Death or Disability. Executive's employment may be terminated by the Company due to Executive's Disability (as defined in the Company's Human Resources policies). In the event that during the Employment Term the Executive’s 's employment hereunder terminates due to his death or is terminated by the Company due to the Executive’s death or 's Disability, the Company no termination benefits shall pay be payable to the Executive, or the Executive’s estate, all amounts fully earned pursuant to the terms of this Agreement, but unpaid hereunder through the date of termination, if any, in respect of Salary, and accrued but not yet paid Annual Performance Bonus owed from the year prior to Executive’s termination (the “Accrued Compensation”Executive except as provided in Section 7(f)(ii).

Termination Due to Death or Disability. In the event that during the Employment Term the If Executive’s 's employment is terminated by the Company due to the Executive’s death or Disability, the Company shall pay to the then Executive, or the Executive’s 's estate, will receive: (1) payment for all amounts fully Base Salary and accrued but unused vacation earned pursuant to the terms of this Agreement, but unpaid hereunder through the date of termination; and (2) a lump-sum payment equal to the pro-rata portion of the full cash bonuses Executive otherwise would have earned for the fiscal year in which such termination occurs, if any, in respect based on Executive's length of Salary, and accrued but not yet paid Annual Performance Bonus owed from the year prior to Executive’s termination (the “Accrued Compensation”)service during such fiscal year.

Termination Due to Death or Disability. Executive’s employment may be terminated by the Company due to Executive’s Disability (as defined in the Company’s Human Resources policies). In the event that during the Employment Term the Executive’s employment hereunder terminates due to his death or is terminated by the Company due to the Executive’s death or Disability, the Company no termination benefits shall pay be payable to the Executive, or the Executive’s estate, all amounts fully earned pursuant to the terms of this Agreement, but unpaid hereunder through the date of termination, if any, in respect of Salary, and accrued but not yet paid Annual Performance Bonus owed from the year prior to Executive’s termination Executive except as provided in Section 7(f) (the “Accrued Compensation”ii).

Termination Due to Death or Disability. Executive's employment may be terminated by the Company due to Executive's Disability (as defined in the Company's Human Resources policies). In the event that during the Employment Term the Executive’s 's employment hereunder terminates due to his death or is terminated by the Company due to the Executive’s death or 's Disability, the Company no termination benefits shall pay be payable to the Executive, or the Executive’s estate, all amounts fully earned pursuant to the terms of this Agreement, but unpaid hereunder through the date of termination, if any, in respect of Salary, and accrued but not yet paid Annual Performance Bonus owed from the year prior to Executive’s termination Executive except as provided in Section 7(f) (the “Accrued Compensation”ii).. EXECUTION COPY

Termination Due to Death or Disability. In the event that during the Employment Term the Executive’s employment is terminated by due to death or Disability at any time during the Term, Executive’s employment shall immediately terminate and the Company due shall have no further liability or obligation to the Executive under this Agreement or in connection with Executive’s death or Disabilityemployment hereunder, except that the Company shall pay to (a) the Executive, or the Executive’s estate, all amounts fully earned pursuant to the terms of this Agreement, but unpaid hereunder through the date of termination, if any, in respect of SalaryAccrued Obligations, and accrued but not yet paid Annual Performance Bonus owed from (b) any amounts to which Executive is entitled under the year prior to ExecutiveCompany’s termination (the “benefit plans or other agreements in accordance with their terms. The Accrued Compensation”).Obligations shall be payable in a lump sum within the

Termination Due to Death or Disability. In the event that -------------------------------------- during the Employment Term the Executive’s 's employment is terminated by the Company due to the Executive’s 's death or Disability, the Company shall pay to the Executive, or the Executive’s 's estate, all amounts fully earned pursuant to the terms of this Agreement, but unpaid hereunder through the date of termination, if any, in respect of Salary, and accrued but not yet paid Annual Performance Bonus owed from the year prior to Executive’s termination (the “Accrued Compensation”)Obligations.

Termination Due to Death or Disability. In the event that during the Employment Term the If Executive’s employment with the Company (or any parent or subsidiary or successor of the Company) is terminated by the Company due to the Executive’s death or Disability, then all payments of compensation by the Company shall pay to the Executive, or the Executive’s estate, all Executive hereunder will terminate immediately (except as to amounts fully already earned pursuant to the terms of this Agreement, but unpaid hereunder through the date of termination, if any, in respect of Salary, and accrued but not yet paid Annual Performance Bonus owed from the year prior to Executive’s termination (the “Accrued Compensation”Obligations).

Termination Due to Death or Disability. In the event that during the Employment Term The Executive’s employment under this Agreement will terminate upon the Executive’s employment is death and upon the Executive’s Disability (as defined in Section 5 below) may be terminated by the Company due upon giving not less than 30 days’ written notice to the Executive. In the event of the Executive’s death or Disability, the Company shall pay to the ExecutiveExecutive (or his estate, or as applicable) the Executive’s estate, all amounts fully earned pursuant to the terms of this Agreement, but unpaid hereunder accrued salary through and including the date of termination, if any, in respect of Salary, termination and accrued but not yet paid Annual Performance Bonus owed from the year prior to Executive’s termination (the “Accrued Compensation”).any bonus earned,

Termination Due to Death or Disability. In the event that during the Employment Term the If Executive’s employment with the Company (or any parent or subsidiary of the Company) is terminated by the Company due to the Executive’s death or Disability, the Company shall pay to the Executive, or the Executive’s estatebecoming Disabled, all amounts fully then Executive or Executive’s estate (as the case may be) will (i) receive the earned pursuant to the terms of this Agreement, but unpaid hereunder base salary through the date of termination, if any, in respect termination of Salary, and accrued but not yet paid Annual Performance Bonus owed from the year prior to Executive’s termination (the “Accrued Compensation”).employment,

Termination Due to Death or Disability. The Executive's employment shall be terminated immediately in the event of his death or Disability. In the event that during the Employment Term the Executive’s employment is terminated by the Company of a termination due to the Executive’s 's death or Disability, the Company shall pay to the Executive, Executive or the Executive’s his estate, all amounts fully earned pursuant to as the terms of this Agreementcase may be, but unpaid hereunder through the date of termination, if anyshall be entitled, in respect lieu of Salaryany other compensation whatsoever, and accrued to: (a) in the case of death, his Base Salary at the rate in effect at the time of his termination for a period of twenty-four (24) months following the termination of employment; (b) any annual bonus awarded but not yet paid Annual Performance Bonus owed from the year prior to Executive’s termination (the “Accrued Compensation”).paid;

Termination Due to Death or Disability. The Company or the Executive may terminate the Executive's employment hereunder due to his death or Disability. In the event that during the Employment Term EXECUTION COPY the Executive’s 's employment is terminated by the Company due to the Executive’s death or Disability, the Company Executive's estate or Executive's legal representative, as the case may be, shall pay to the Executive, or the Executive’s estate, all amounts fully earned pursuant to the terms of this Agreement, but unpaid hereunder through the date of termination, if any, in respect of Salary, and accrued but not yet paid Annual Performance Bonus owed from the year prior to Executive’s termination (the “Accrued Compensation”).be entitled to:

Termination Due to Death or Disability. In the event that during the Employment Term If the Executive’s 's employment is terminated by the Company due to the Executive’s 's death or Disability, (A) the Company will pay to the Executive (or to his estate, as applicable) the Accrued Obligations and (B) for a period of 24 months following such death or Disability, the Company shall pay to Executive's dependents and, if applicable, the Executive in the event of the Executive's Disability, or will be entitled to receive medical plan coverage, at the Executive’s estateCompany's expense, all amounts fully earned pursuant to on the terms of this Agreement, but unpaid hereunder through same basis as received by the date of termination, if any, in respect of Salary, and accrued but not yet paid Annual Performance Bonus owed from Executive (other than any premium cost sharing) during the year prior to Executive’s termination (the “Accrued Compensation”)Term.