Common use of Termination for Death or Disability Clause in Contracts

Termination for Death or Disability. This Agreement shall automatically terminate in the event of Employee’s death during employment. No severance pay or other separation benefits will be paid in the event of such termination due to death except that Employee’s beneficiaries shall be entitled to receive any earned but unpaid Base Salary, any bonus compensation to the extent earned but unpaid, any vested deferred compensation or equity awards (other than pension plan or profit-sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Company in which Employee is a participant to the full extent of Employee's rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all to the date of termination (collectively “Accrued Compensation”). In the event the Employee becomes disabled during employment and, as a result, is unable to continue to perform substantially all of Employee’s duties and responsibilities under this Agreement for a consecutive period of twelve (12) weeks, the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(a) above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the Employee’s employment, upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability. If any question shall arise as to whether the Employee is disabled to the extent that the Employee is unable to continue to perform substantially all of the Employee’s duties and responsibilities for the Company, the Employee shall, at the Company’s request, and at the Company’s expense, submit to a medical examination by a physician selected by the Company to whom the Employee’s guardian, if any, has no reasonable objection to determine whether the Employee is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such a question arises and the Employee fails to submit to the requested medical examination, the Company’s determination of the issue shall be binding on the Employee.

Termination for Death or Disability. This Agreement shall automatically terminate in If Employee’s employment with the event Company terminates as a result of Employee’s death during employment. No severance pay or other separation benefits will Disability (as defined below), Employee shall be paid in deemed terminated from the event date of such termination due to death except that or Disability, and Employee’s beneficiaries shall estate or Employee, as applicable, will be entitled to receive any earned but unpaid Base Salaryonly the Accrued Benefits. All Company obligations to Employee pursuant to this Agreement will otherwise become automatically terminated and completely extinguished. For purposes of this Agreement, any bonus compensation “Disability” shall mean that Employee is disabled and unable to perform the extent earned but unpaid, any vested deferred compensation or equity awards (other than pension plan or profit-sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans essential functions of the Company in which Employee is a participant to the full extent of Employee's rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all to the date of termination (collectively “Accrued Compensation”). In the event the Employee becomes disabled during employment and, as a result, is unable to continue to perform substantially all of Employee’s duties and responsibilities then-existing position or positions under this Agreement with or without reasonable accommodation for a consecutive period of twelve 180 days (which need not be consecutive) in any 12) weeks, the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(a) above during such -month period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the Employee’s employment, upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability. If any question shall arise as to whether during any period the Employee is disabled so as to the extent that the Employee is be unable to continue to perform substantially all the essential functions of the Employee’s duties and responsibilities for the Companythen existing position or positions with or without reasonable accommodation, the Employee shall, at the Company’s requestmay, and at the Company’s expenserequest of the Company shall, submit to the Company a medical examination certification in reasonable detail by a physician selected by the Company and the Employee as to whom the Employee’s guardian, if any, has no reasonable objection to determine whether the Employee is so disabled disabled, and if so, what reasonable accommodation is needed and how long such disability is expected to continue, and such determination certification shall for the purposes of this Agreement be conclusive of the issue, provided, however, that the Company is not obligated to accept Employee’s proposed accommodations. The Employee and the Company shall cooperate with any reasonable request of the physician in connection with such certification. If such a question arises shall arise and the Employee fails shall fail to submit to the requested medical examinationsuch certification, the Company’s determination of the such issue shall be binding on the Employee. Nothing in this Section 6.6 shall be construed to waive the Employee’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

Termination for Death or Disability. This Agreement Employee’s employment hereunder shall automatically terminate in upon Employee’s death or Disability (as defined below). In the event of Employee’s death during employment. No severance pay or other separation benefits will be paid Disability, Employee (or Employee’s estate or beneficiaries in the event case of such termination due to death except that Employee’s beneficiaries death) shall be entitled have no right to receive any earned but compensation or benefit hereunder or otherwise from Employer or any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary, any bonus compensation to the extent Salary earned but unpaid, any vested deferred compensation or equity awards (other than pension plan or profit-sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Company in which Employee is a participant to the full extent of Employee's rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all to the date of termination of employment (collectively which shall be paid on Employer’s next scheduled payroll date), (2) any earned but unpaid bonus then payable to Employee (which shall be paid on Employer’s next scheduled payroll date), (3) business expense reimbursement pursuant to Section 3(d), and (4) benefits provided pursuant to Section 3(c), subject to the terms and conditions applicable thereto. For purposes of this Section 10, Disability is defined as Employee’s incapacity, certified by a licensed physician selected by Employer (“Accrued CompensationEmployer’s Physician”), which precludes Employee from performing the essential functions of Employee’s duties hereunder for sixty (60) days or more. In the event Employee disagrees with the conclusions of the Employer’s Physician, Employee becomes disabled during employment and, as a result, is unable to continue to perform substantially all of (or Employee’s duties and responsibilities under this Agreement for representative) shall designate a consecutive period of twelve physician (12) weeks, the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(a) above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the “Employee’s employmentPhysician”), upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability. If any question shall arise as to whether the Employee is disabled to the extent that the Employee is unable to continue to perform substantially all of the and Employer’s Physician and Employee’s duties and responsibilities for Physician shall jointly select a third physician (“Third Physician”), who shall make the Company, the Employee shall, at the Company’s request, and at the Company’s expense, submit to a medical examination by a physician selected by the Company to whom the Employee’s guardian, if any, has no reasonable objection to determine whether the Employee is so disabled and such determination which determination shall for the purposes of this Agreement be conclusive of the issue. If such a question arises final and the Employee fails to submit to the requested medical examination, the Company’s determination of the issue shall be binding on the Employeeparties hereto. Employee hereby consents to any examination or to provide or authorize access to any medical records that may be reasonably required by Employer’s Physician or the Third Physician in connection with any determination to be made pursuant to this Section 10.

Termination for Death or Disability. This Agreement shall automatically terminate in the event of Employee’s 's death during employment. No Except as required by law, no severance pay or other separation benefits will be paid in the event of such termination due to death except that Employee’s beneficiaries shall be entitled to receive any earned but unpaid accrued Base Salary, any bonus compensation to the extent earned but unpaid, any vested deferred compensation or equity awards (other than pension plan or profit-sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Company in which Employee is a participant to the full extent of Employee's rights under such plans, and any appropriate business expenses incurred by Employee in connection with the Employee’s duties hereunder, all to the date of termination (collectively “"Accrued Compensation”)") will still be paid to the Employee. In the event the Employee becomes disabled during employment and, as a result, is unable to continue to perform substantially all of Employee’s 's duties and responsibilities under this Agreement for a consecutive period of twelve (12) weeks, the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(a) above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, and provided that there is no reasonable prospect that the Company may terminate Employee will return to work in the foreseeable future, the Employee’s employment, upon notice employment will cease due to the Employeefrustration. No severance pay or other separation benefits will be paid in the event of such termination Upon frustration due to disability, the Employee shall be provided only such minimum notice, pay in lieu of notice (together with applicable vacation pay), benefit continuation and severance pay as is required by the Employment Standards Act, 2000 (the "ESA"). If any question shall arise as to whether the Employee is disabled to the extent that the Employee is unable to continue to perform substantially all of the Employee’s duties and responsibilities for the Company, and that there is no reasonable prospect that the Employee will be able to do so in the foreseeable future, the Employee shall, at the Company’s 's request, and at the Company’s 's expense, submit to a medical examination by a physician selected by the Company to whom the Employee’s 's guardian, if any, has no reasonable objection to determine whether the Employee is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such a question arises and the Employee fails to submit to the requested medical examination, the Company’s 's determination of the issue shall be binding on the Employee.

Termination for Death or Disability. This Agreement shall automatically terminate in the event of Employee’s death during employment. No severance pay or other separation benefits will be paid in the event of such termination due to death except that Employee’s beneficiaries shall be entitled to receive any earned but unpaid Base Salary, any bonus compensation to the extent earned but unpaid, any vested deferred compensation or equity equity-based awards (other than pension plan or profit-sharing profitsharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Company in which Employee is a participant to the full extent of Employee's ’s rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all to the date of termination (collectively “Accrued Compensation”). In the event the Employee becomes disabled during employment and, as a result, is unable to continue to perform substantially all of Employee’s duties and responsibilities under this Agreement for a consecutive period of up to twelve (12) weeks, the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(a) above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the Employee’s employment, upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability. If any question shall arise as to whether the Employee is disabled to the extent that the Employee is unable to continue to perform substantially all of the Employee’s duties and responsibilities for the Company, the Employee shall, at the Company’s request, and at the Company’s expense, submit to a medical examination by a physician selected by the Company to whom the Employee’s guardian, if any, has no reasonable objection to determine whether the Employee is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such a question arises and the Employee fails to submit to the requested medical examination, the Company’s determination of the issue shall be binding on the Employee.

Termination for Death or Disability. This Agreement Employee’s employment hereunder shall automatically terminate in upon Employee’s death or Disability (as defined below). In the event of Employee’s death during employment. No severance pay or Disability, Employee (or Employee’s estate or beneficiaries in the case of death) shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Employer Group on and after the effective date of termination of employment other separation benefits will than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid in the event of such termination due to death except that Employeeon Employer’s beneficiaries shall be entitled to receive next scheduled payroll date), (2) any earned but unpaid Base Salarybonus then payable to Employee (which shall be paid on Employer’s next scheduled payroll date), any bonus compensation (3) business expense reimbursement pursuant to Section 6, (4) benefits provided pursuant to Section 5, subject to the extent earned but unpaid, any vested deferred compensation or equity awards terms and conditions applicable thereto and (other than pension plan or profit-sharing plan benefits which will 5) continued Base Salary payments for three (3) months from the date of termination of employment to be paid in accordance with Employer’s scheduled payroll practices (in the applicable plancase of Disability, offset by amounts payable to Employee pursuant to any disability plan sponsored by any member of the Employer Group). For purposes of this Section 14, Disability is defined as Employee’s incapacity, certified by a licensed physician selected by Employer (“Employer’s Physician”), any benefits under any plans which precludes Employee from performing the essential functions of the Company in which Employee is a participant to the full extent of Employee's rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all to the date hereunder for a substantial portion of termination any consecutive period of six (collectively “Accrued Compensation”)6) months or more. In the event Employee disagrees with the conclusions of the Employer’s Physician, Employee becomes disabled during employment and, as a result, is unable to continue to perform substantially all of (or Employee’s duties and responsibilities under this Agreement for representative) shall designate a consecutive period of twelve physician (12) weeks, the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(a) above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the “Employee’s employmentPhysician”), upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability. If any question shall arise as to whether the Employee is disabled to the extent that the Employee is unable to continue to perform substantially all of the and Employer’s Physician and Employee’s duties and responsibilities for Physician shall jointly select a third physician (“Third Physician”), who shall make the Company, the Employee shall, at the Company’s request, and at the Company’s expense, submit to a medical examination by a physician selected by the Company to whom the Employee’s guardian, if any, has no reasonable objection to determine whether the Employee is so disabled and such determination which determination shall for the purposes of this Agreement be conclusive of the issue. If such a question arises final and the Employee fails to submit to the requested medical examination, the Company’s determination of the issue shall be binding on the Employeeparties hereto. Employee hereby consents to any examination or to provide or authorize access to any medical records that may be reasonably required by Employer’s Physician or the Third Physician in connection with any determination to be made pursuant to this Section 14.

Termination for Death or Disability. This Agreement shall automatically terminate in the event of Employee’s death during employment. No severance pay or other separation benefits will be paid in the event of such termination due to death except that Employee’s beneficiaries shall be entitled to receive any earned but unpaid Base Salary, any bonus compensation to the extent earned but unpaid, any vested deferred compensation or equity awards (other than pension plan or profit-sharing plan benefits which will be paid in accordance with the applicable plan), any vested Equity Awards (subject to any right of repurchase set forth in any applicable equity plan or agreement), any vested Post-Closing RSU Payments, any benefits under any plans of the Company in which Employee is a participant to the full extent of Employee's rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all to the date of termination (collectively “Accrued Compensation”). In the event the Employee becomes disabled during employment and, as a result, is unable to continue to perform substantially all of Employee’s duties and responsibilities under this Agreement for a consecutive period of twelve (12) weeks, the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(a2(c) above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the Employee’s employment, upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability. If any question shall arise as to whether the Employee is disabled to the extent that the Employee is unable to continue to perform substantially all of the Employee’s duties and responsibilities for the Company, the Employee shall, at the Company’s request, and at the Company’s expense, submit to a medical examination by a physician selected by the Company to whom the Employee’s guardian, if any, has no reasonable objection to determine whether the Employee is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such a question arises and the Employee fails to submit to the requested medical examination, the Company’s determination of the issue shall be binding on the Employee.

Termination for Death or Disability. This Agreement shall automatically terminate in the event of Employee’s death during employment. No severance pay or other separation benefits will be paid in the event of such termination due to death except that Employee’s beneficiaries shall be entitled to receive any earned but unpaid Base Salary, any bonus compensation to the extent earned but unpaid, . any vested deferred compensation or equity awards Stock Options or RSUs (other than pension plan or profit-sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Company in which Employee is a participant to the full extent of Employee's ’s rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all to the date of termination (collectively “Accrued Compensation”). In the event the Employee becomes disabled during employment and, as a result, is unable to continue to perform substantially all of Employee’s duties and responsibilities under this Agreement for a consecutive period of twelve (12) weeks, the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(a2(d) above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the Employee’s employment, upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability. If any question shall arise as to whether the Employee is disabled to the extent that the Employee is unable to continue to perform substantially all of the Employee’s duties and responsibilities for the Company, the Employee shall, at the Company’s request, and at the Company’s expense, submit to a medical examination by a physician selected by the Company to whom the Employee’s guardian, if any, has no reasonable objection to determine whether the Employee is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such a question arises and the Employee fails to submit to the requested medical examination, the Company’s determination of the issue shall be binding on the Employee.

Termination for Death or Disability. This Agreement shall automatically terminate in the event of Employee’s death during employment. No severance pay or other separation benefits will be paid in the event of such termination due to death except that Employee’s beneficiaries shall be entitled to receive any earned but unpaid Base Salary, any bonus compensation to the extent earned but unpaid, any vested deferred compensation or equity equity-based awards (other than pension plan or profit-sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Company in which Employee is a participant to the full extent of Employee's ’s rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all to the date of termination (collectively “Accrued Compensation”). In the event the Employee becomes disabled during employment and, as a result, is unable to continue to perform substantially all of Employee’s duties and responsibilities under this Agreement for a consecutive period of twelve (12) weeks, the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(a2(d) above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the Employee’s employment, upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability. If any question shall arise as to whether the Employee is disabled to the extent that the Employee is unable to continue to perform substantially all of the Employee’s duties and responsibilities for the Companyresponsibilities, the Employee shall, at the Company’s request, and at the Company’s expense, submit to a medical examination by a physician selected by the Company to whom the Employee’s guardian, if any, has no reasonable objection to determine whether the Employee is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such a question arises and the Employee fails to submit to the requested medical examination, the Company’s determination of the issue shall be binding on the Employee.

Termination for Death or Disability. This Agreement shall automatically terminate in the event of Employee’s death during employment. No severance pay or other separation benefits will be paid in the event of such termination due to death except that Employee’s beneficiaries shall be entitled to receive any earned but unpaid Base Salary, any bonus compensation to the extent earned but unpaid, any vested deferred compensation or equity awards Stock Options or RSUs (other than pension plan or profit-sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Company in which Employee is a participant to the full extent of Employee's rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all to the date of termination (collectively “Accrued Compensation”). In the event the Employee becomes disabled during employment and, as a result, is unable to continue to perform substantially all of Employee’s duties and responsibilities under this Agreement for a consecutive period of twelve (12) weeks, the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(a2(d) above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the Employee’s employment, upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability. If any question shall arise as to whether the Employee is disabled to the extent that the Employee is unable to continue to perform substantially all of the Employee’s duties and responsibilities for the Company, the Employee shall, at the Company’s request, and at the Company’s expense, submit to a medical examination by a physician selected by the Company to whom the Employee’s guardian, if any, has no reasonable objection to determine whether the Employee is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such a question arises and the Employee fails to submit to the requested medical examination, the Company’s determination of the issue shall be binding on the Employee.

Termination for Death or Disability. This Agreement shall automatically terminate in If the event Participating Officer’s employment with the CBL Management Company terminates for reasons of Employeethe Participating Officer’s death during employmentor disability (defined as the complete and permanent disability of the Participating Officer as defined by the Company’s benefit insurance plans) prior to the end of an Annual Performance Period, then a portion of the PSUs for such Annual Performance Period shall nonetheless be deemed earned by the Participating Officer if the relevant Performance Goals for such Annual Performance Period are achieved. No severance pay or other separation benefits The portion of the PSUs for such Annual Performance Period deemed to be earned by the Participating Officer will be paid in a pro-rated portion of the event PSUs granted under this Agreement for such Annual Performance Period, calculated based upon the quotient of (i) the number of calendar days from January 1 of such Annual Performance Period through the date of such termination occurring within such Annual Performance Period divided by (ii) 365. Upon the determination of the portion of the Participating Officer’s PSUs earned through his/her date of termination for such Annual Performance Period, the balance of the Participating Officer’s PSUs for such Annual Performance Period granted pursuant to this Agreement shall thereupon be forfeited and the Participating Officer shall have no further right, title and/or interest in such PSUs for such Annual Performance Period or any subsequent Annual Performance Period. By way of clarification, (A) a Participating Officer whose employment is terminated due to his/her death except that Employee’s beneficiaries or disability shall be deemed to have earned the PSUs for the Annual Performance Period within which his/her termination occurred if the Performance Goals were achieved for such Annual Performance Period subject only to the pro-ration referenced herein, and such Participating Officer (or his/her estate/representative) shall be entitled to receive the shares of Common Stock represented by such PSUs (in the pro-rated amount) following the conclusion of such Annual Performance Period as set forth in Paragraph 2 above as if such Participating Officer’s employment had not been terminated and any earned but unpaid Base Salary, any bonus compensation and all applicable grace periods set forth on Exhibit A shall likewise be in force with respect to such PSUs and (B) the extent earned but unpaid, any vested deferred compensation or equity awards (other than pension plan or profit-sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans PSUs of the Company in Participating Officer for the Annual Performance Period during which Employee is a participant to the full extent termination of Employee's rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all to the date of termination (collectively “Accrued Compensation”). In the event the Employee becomes disabled during employment and, as a result, is unable to continue to perform substantially all of Employee’s duties and responsibilities under this Agreement for a consecutive period of twelve (12) weeks, the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(a) above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the Employee’s employment, upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability. If any question shall arise as to whether the Employee is disabled to the extent that the Employee is unable to continue to perform substantially all of the Employee’s duties Participating Officer occurred and responsibilities for any prior Annual Performance Periods shall be the Company, the Employee shall, at the Company’s request, and at the Company’s expense, submit only PSUs subject to a medical examination by a physician selected by the Company to whom the Employee’s guardian, if any, has no reasonable objection to determine whether the Employee is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such a question arises any adjustment per any applicable grace periods set forth on Exhibit A and the Employee fails to submit to the requested medical examination, the CompanyParticipating Officer’s determination of the issue PSUs for any subsequent Annual Performance Period shall be binding on the Employeeforfeited.

Termination for Death or Disability. This Agreement shall automatically terminate in the event of Employee’s 's death during employment. No severance pay or other separation benefits will be paid in the event of such termination due to death except that Employee’s 's beneficiaries shall be entitled to receive any earned but unpaid Base Salary, any bonus compensation to the extent earned but unpaid, any vested deferred compensation or equity awards (other than pension plan or profit-sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Company in which Employee is a participant to the full extent of Employee's rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s 's duties hereunder, all to the date of termination (collectively “Accrued Compensation”). In the event the Employee becomes disabled during employment and, as a result, is unable to continue to perform substantially all of Employee’s 's duties and responsibilities under this Agreement for a consecutive period of twelve (12) weeks, the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(a) 2 above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the Employee’s 's employment, upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability. If any “question shall arise as to whether the Employee is disabled to the extent that the Employee is unable to continue to perform substantially all of the Employee’s 's duties and responsibilities for or the Company, the Employee shall, at the Company’s 's request, and at the Company’s 's expense, submit to a medical examination by a physician selected by the Company to whom the Employee’s guardian, if any, has no reasonable objection to determine whether the Employee is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such a question arises and the Employee fails to submit to the requested medical examination, the Company’s 's determination of the issue shall be binding on the Employee.

Termination for Death or Disability. This Agreement shall automatically terminate in the event of Employee’s death during employment. No severance pay or other separation benefits will be paid in the event of such termination due to death except that (i) Employee’s then-outstanding unvested RSUs with time-based vesting conditions shall fully accelerate such that all of Employee’s then-outstanding RSUs with time-based vesting conditions and any other equity-based awards subject to vesting only upon the achievement of any remaining time-based vesting conditions (i.e., any applicable Performance Target or other non-time-based vesting condition shall have been achieved) shall immediately and fully vest as of the date of such termination and (ii) Employee’s beneficiaries shall be entitled to receive any earned but unpaid Base Salary, any bonus compensation to the extent earned but unpaid, any vested deferred compensation or equity equity-based awards (other than pension plan or profit-sharing profitsharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Company in which Employee is a participant to the full extent of Employee's ’s rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all to the date of termination (collectively “Accrued Compensation”). In the event the Employee becomes disabled during employment and, as a result, is unable to continue to perform substantially all of Employee’s duties and responsibilities under this Agreement for a consecutive period of up to twelve (12) weeks, the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(a) above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the Employee’s employment, upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disabilitydisability except that Employee’s then-outstanding unvested RSUs with time-based vesting conditions shall fully accelerate such that all of Employee’s then-outstanding RSUs with time-based vesting conditions and any other equity-based awards subject to vesting only upon the achievement of any remaining time-based vesting conditions (i.e., any applicable Performance Target or other non-time-based vesting condition shall have been achieved) shall immediately and fully vest as of the date of such termination. For the avoidance of doubt, all of Employee’s outstanding equity awards shall continue to vest during any period of disability prior to Employee’s termination. If any question shall arise as to whether the Employee is disabled to the extent that the Employee is unable to continue to perform substantially all of the Employee’s duties and responsibilities for the Company, the Employee shall, at the Company’s request, and at the Company’s expense, submit to a medical examination by a physician selected by the Company to whom the Employee’s guardian, if any, has no reasonable objection to determine whether the Employee is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such a question arises and the Employee fails to submit to the requested medical examination, the Company’s determination of the issue shall be binding on the Employee.

Termination for Death or Disability. This Agreement shall automatically terminate in the event of Employee’s death during employment. No severance pay or other separation benefits will be paid in the event of such termination due to death except that Employee’s beneficiaries shall be entitled to receive any earned but unpaid Base Salary, any bonus compensation to the extent earned but unpaid, any vested deferred compensation or equity awards (other than pension plan or profit-sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Company in which the Employee is a participant to the full extent of the Employee's ’s rights under such plans, and any appropriate business expenses incurred by the Employee in connection with the Employee’s duties hereunder, all to the date of termination (collectively “Accrued Compensation”). In the event the Employee becomes disabled during employment and, as a result, is unable to continue to perform substantially all of the Employee’s duties and responsibilities under this Agreement for a consecutive period of twelve (12) weeks, the Company will continue to pay the Base Salary to Employee and benefits to the Employee in accordance with Section 2(a) 2 above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the Employee’s employment, upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability. If any question shall arise as to whether the Employee is disabled to the extent that the Employee is unable to continue to perform substantially all of the Employee’s duties and responsibilities for the Company, the Employee shall, at the Company’s request, and at the Company’s expense, submit to a medical examination by a physician selected by the Company to whom the Employee’s guardian, if any, has no reasonable objection to determine whether the Employee is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such a question arises and the Employee fails to submit to the requested medical examination, the Company’s determination of the issue shall be binding on the Employee.

Termination for Death or Disability. This In the event Employee's employment is terminated by death or disability pursuant to Section 8(c), the Company shall pay to the estate of Employee, or to Employee, as the case may be, within thirty (30) days of Employee's death, or disability a lump-sum equal to his then base salary, incentive payments and benefits, perquisites and services otherwise payable to him through the last day of the term of this Agreement pursuant to Section 2, or such other period as may be required by law; provided, however, any amounts payable as a result of Employee's disability shall automatically terminate be reduced by any Company provided long term disability payments received by him. The incentive payments referred to in the event preceding sentence for each year of the balance of this Agreement (or portion thereof) shall be equal to the greater of Employee’s 's target incentive amount for the year of his death during employmentor disability, or his actual incentive payment for the immediately preceding year. No severance pay All previously granted, but unexercised stock options which are outstanding on Employee's date of termination shall remain (or other separation benefits will be paid in shall become) fully vested and exercisable as of the event date of such termination due to his death except that Employee’s beneficiaries or disability and shall be entitled to receive any earned but unpaid Base Salary, any bonus compensation to the extent earned but unpaid, any vested deferred compensation or equity awards (other than pension plan or profit-sharing plan benefits which will be paid exercisable in accordance with the applicable plan)their terms. In addition, any benefits amounts or awards to which Employee may be entitled under any plans of the Company other long term incentive program referenced in which Employee is Section 6 as a participant to the full extent result of Employee's rights under such plansdeath or disability, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all shall be paid to the date estate of termination (collectively “Accrued Compensation”). In the event the Employee becomes disabled during employment andEmployee, or to Employee, as the case may be, in a result, is unable to continue to perform substantially all lump-sum within thirty (30) days of Employee’s duties and responsibilities under this Agreement 's death, or sixty (60) days after termination for a consecutive period of twelve (12) weeks, the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(a) above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the Employee’s employment, upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability. If any question shall arise as to whether the Employee is disabled to the extent that the Employee is unable to continue to perform substantially all of the Employee’s duties and responsibilities for the Company, the Employee shall, at the Company’s request, and at the Company’s expense, submit to a medical examination by a physician selected by the Company to whom the Employee’s guardian, if any, has no reasonable objection to determine whether the Employee is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such a question arises and the Employee fails to submit to the requested medical examination, the Company’s determination of the issue shall be binding on the Employee.

Termination for Death or Disability. This Agreement In the event Employee’s employment is terminated by death or disability pursuant to Section 8(c), the Company shall automatically terminate pay to the estate of Employee, or to Employee, as the case may be, within thirty (30) days of Employee’s death, or disability a lump-sum equal to his then base salary, incentive payments and benefits, perquisites and services otherwise payable to him through the date which is three (3) years after the date of the Employee’s death or disability, or such other period as may be required by law; provided, however, any amounts payable as a result of Employee’s disability shall be reduced by any Company provided long term disability payments received by him. The incentive payments referred to in the event preceding sentence for each year of the three year period following the Employee’s death or disability shall be equal to the greater of Employee’s target incentive amount for the year of his death or disability, or his actual incentive payment for the immediately preceding year. All previously granted, but unexercised stock options which are outstanding on Employee’s date of termination shall remain (or shall become) fully vested and exercisable as of the date of his death or disability and shall be exercisable in accordance with their terms and all previously granted shares of restricted stock which are outstanding on Employee’s date of termination shall remain (or shall become) fully vested as of such date. In addition, any amounts or awards to which Employee may be entitled under any other long term incentive program referenced in Section 6 as a result of Employee’s death during employment. No severance pay or other separation benefits will disability, shall be paid in the event of such termination due to death except that Employee’s beneficiaries shall be entitled to receive any earned but unpaid Base Salary, any bonus compensation to the extent earned but unpaid, any vested deferred compensation or equity awards (other than pension plan or profit-sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Company in which Employee is a participant to the full extent estate of Employee's rights under such plans, and any appropriate business expenses incurred by Employee in connection with or to Employee’s duties hereunder, all to the date of termination (collectively “Accrued Compensation”). In the event the Employee becomes disabled during employment and, as the case may be, in a result, is unable to continue to perform substantially all lump-sum within thirty (30) days of Employee’s duties and responsibilities under this Agreement death, or sixty (60) days after termination for a consecutive period of twelve (12) weeks, the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(a) above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the Employee’s employment, upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability. If any question shall arise as to whether the Employee is disabled to the extent that the Employee is unable to continue to perform substantially all of the Employee’s duties and responsibilities for the Company, the Employee shall, at the Company’s request, and at the Company’s expense, submit to a medical examination by a physician selected by the Company to whom the Employee’s guardian, if any, has no reasonable objection to determine whether the Employee is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such a question arises and the Employee fails to submit to the requested medical examination, the Company’s determination of the issue shall be binding on the Employee.

Termination for Death or Disability. This Agreement shall automatically terminate in the event of The Employee’s death during employment. No severance pay or other separation benefits will be paid in employment shall terminate automatically upon the event of such termination due to death except that Employee’s beneficiaries shall be entitled to receive any earned but unpaid Base Salary, any bonus compensation to the extent earned but unpaid, any vested deferred compensation or equity awards (other than pension plan or profit-sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Company in which Employee is a participant to the full extent of Employee's rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all to the date of termination (collectively “Accrued Compensation”)death. In the event that the Employee Executive becomes disabled during employment and, as a result, result of any mental or physical illness or injury such that he is unable to continue to perform substantially all of Employee’s his essential duties and responsibilities under this Agreement for a 120 days in any 365 consecutive period of twelve (12) weekscalendar days, the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(a) above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disabilityor without reasonable accommodation, the Company may terminate the Employee’s employment, upon employment by notice to the Employeehim. No severance pay or other separation benefits will be paid in In the event of such termination due to disability. If that any question shall arise as to whether the Employee is so disabled as to the extent that the Employee is be unable to continue to substantially perform substantially all of the Employee’s his essential duties and responsibilities for the Companyhereunder, the Employee shall, at the Company’s request, and at the Company’s expense, shall submit to a medical examination by a physician selected by the Company to whom mutual agreement of the Employee’s guardian, parties (or by a physician selected jointly by physicians designated by the company and the Employee if any, has no reasonable objection such agreement can be reached) to determine whether the Employee is so disabled and such determination shall and, for the purposes of this Agreement be conclusive of the issue. If such a question arises and the Employee fails to submit to the requested medical examinationAgreement, the Company’s determination conclusions of the issue that physician shall be binding on the parties. If the Employee’s employment is terminated by reason of the Employee’s death or disability in accordance with Section 4.3, this Agreement shall terminate without obligations to the Employee or his legal representatives under this Agreement, other than for payments made by the Company to the Employee (or his beneficiary or estate) equal to the sum of: (a) the Employee’s annual base salary through the date of termination to the extent not theretofore paid, (b) the reimbursable employment expenses, as provided herein, through the date of termination to the extent not theretofore paid; and (c) any accrued vacation pay to the extent not theretofore paid. The sum of the amounts described in clauses (a), (b) and (c) shall be hereinafter referred to as the “Accrued Obligations”, which shall be paid to the Employee or his beneficiary designated in writing or his estate, as applicable, in a lump sum in cash within 30 days of the date of termination or such earlier date as required by law. The rights of the Employee or his beneficiaries or estate under any of the welfare and retirement plans of the Company shall be governed by the terms of those plans, including without limitation those terms applicable to the bringing and processing of claims, and the provisions of the Employee Retirement Income Security Act (“ERISA”), as amended from time to time.

Termination for Death or Disability. This Agreement shall automatically terminate in In the event Employee's employment is terminated by death or disability pursuant to Section 8(c), the Company shall pay to the estate of Employee’s death during employment. No severance pay , or to Employee, as the case may be , within thirty (30) days of Employee's death, or disability a lump-sum equal to his then base salary and benefits, perquisites and services otherwise payable to him through the last day of the term of this Agreement pursuant to Section 2, or such other separation benefits will period as may be paid in the event required by law; provided, however, any amounts payable hereunder as a result of such termination due to death except that Employee’s beneficiaries 's disability shall be entitled to receive reduced by any earned but unpaid Base Salary, any bonus compensation Company provided long term disability payments received by him. The Company shall also pay to the extent earned but unpaidestate of Employee, any or to Employee as the case may be, within such thirty (30) day period, an incentive payment pursuant to Section 5 determined as if Employee were neither dead, nor disabled on the last day of the calendar quarter, prorated for the quarter in which the Employee's death or disability occurs, or such longer period as may be required by law. All vested deferred compensation or equity awards (other than pension plan or profit-sharing plan benefits which will be paid stock options shall remain exercisable in accordance with the applicable plan)their terms and all non-vested stock options shall be canceled. In addition, any benefits amounts or awards to which Employee may be entitled under any plans of the Company other long term incentive program referenced in which Employee is Section 6 as a participant to the full extent result of Employee's rights under such plansdeath or disability, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all shall be paid to the date estate of termination (collectively “Accrued Compensation”). In the event the Employee becomes disabled during employment andEmployee, or to Employee, as the case may be, in a result, is unable to continue to perform substantially all lump-sum within thirty (30) days of Employee’s duties and responsibilities under this Agreement 's death or sixty (60) days after he terminates for a consecutive period of twelve (12) weeks, the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(a) above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the Employee’s employment, upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability. If any question shall arise as to whether the Employee is disabled to the extent that the Employee is unable to continue to perform substantially all of the Employee’s duties and responsibilities for the Company, the Employee shall, at the Company’s request, and at the Company’s expense, submit to a medical examination by a physician selected by the Company to whom the Employee’s guardian, if any, has no reasonable objection to determine whether the Employee is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such a question arises and the Employee fails to submit to the requested medical examination, the Company’s determination of the issue shall be binding on the Employee.