Common use of Termination Upon Death or Disability Clause in Contracts

Termination Upon Death or Disability. In the event of the termination of the Executive’s employment by reason of death or Disability, the Company shall pay the Executive his Base Salary through the Date of Termination in accordance with the Company’s standard payroll practices, at the rate then in effect, and all expenses or accrued Benefits arising prior to such termination which are payable to the Executive pursuant to this Agreement through the Date of Termination. In addition, the Executive and/or his beneficiaries shall be entitled to such other Benefits as shall be determined in accordance with the benefit plans maintained by the Company.

Termination Upon Death or Disability. In the event of the termination If Executive’s employment is terminated on account of the Executive’s employment by reason of death or Disability, Executive shall receive, in addition to the Company shall pay payments required by Section 8, a portion of his Target Annual Incentive pro-rated from the Executive his Base Salary beginning of the applicable fiscal year in which such termination occurs through the Date date of Termination termination, and disregarding for this purpose the requirement to satisfy any performance objectives, (the “Pro-Rata Bonus”) and such other payments and benefits in accordance with the Company’s standard payroll practicesplans, at the rate then in effect, programs and all expenses or accrued Benefits arising prior to such termination which are payable to the Executive pursuant to this Agreement through the Date of Termination. In addition, the Executive and/or his beneficiaries shall be entitled to such other Benefits as shall be determined in accordance with the benefit plans maintained by the Companypractices (if any).

Termination Upon Death or Disability. In If Executive's employment is terminated by the event of the termination of the Company upon Executive’s employment 's Disability or by reason of death or DisabilityExecutive's death, the Company shall pay the Executive (or his Base Salary beneficiaries, as applicable) any Accrued Compensation through the Date date of Termination in accordance with the Company’s standard payroll practices, at the rate then in effect, and all expenses termination of employment. Executive's entitlement to any other compensation or accrued Benefits arising prior to such termination which are payable to the Executive pursuant to this Agreement through the Date of Termination. In addition, the Executive and/or his beneficiaries shall be entitled to such other Benefits as benefits hereunder shall be determined in accordance with the Company's benefit plans maintained by the Companyand other applicable programs and practices then in effect.

Termination Upon Death or Disability. In If the event of Executive’s employment and the termination Employment Term are terminated by reason of the Executive’s employment by reason of death Death or Disability, the Company shall (i) pay the Executive the Salary earned and unpaid as of the date of termination and provide the Executive the Accrued Benefits and (ii) provide the Executive or his Base Salary through beneficiary, as applicable, the Date compensation and benefits made available generally to executive officers of Termination the Company in accordance with the event of death or disability under the terms and conditions of the Company’s standard payroll practicesapplicable plans, at the rate then in effectpolicies, and all expenses programs or accrued Benefits arising prior arrangements applicable to such termination which are payable to the Executive pursuant to this Agreement through the Date of Termination. In addition, the Executive and/or his beneficiaries shall be entitled to such other Benefits as shall be determined in accordance with the benefit plans maintained by the Companyexecutive officers.

Termination Upon Death or Disability. In the event of the termination of If the Executive’s employment by reason of is terminated due to the Executive’s death or Disability, the Company shall pay Executive (or the Executive his Base Salary through Executive’s estate, if applicable) will receive (i) the Date of Termination in accordance with the Company’s standard payroll practicesAccrued Amounts, and (ii) a Pro-Rata Bonus which will be paid at the rate then in effect, and all expenses or accrued Benefits arising prior time the Company ordinarily pays incentive bonuses to such termination which are payable its executives with respect to the Executive pursuant to this Agreement through fiscal year in which the Date termination occurs (but in no case later than March 15 of Termination. In addition, the Executive and/or his beneficiaries shall be entitled to such other Benefits as shall be determined calendar year following the calendar year in accordance with the benefit plans maintained by the Companywhich Executive’s termination of employment occurs).

Termination Upon Death or Disability. In the event the Executive is terminated as a result of the termination death or disability of the Executive’s employment by reason of death Executive during the Employment Term or Disability, the Company shall pay the Executive his Base Salary through the Date of Termination in accordance with the Company’s standard payroll practices, at the rate then in effect, and all expenses or accrued Benefits arising prior to such termination which are payable to the Executive pursuant to this Agreement through the Date of Termination. In additionConsulting Period, the Executive and/or his beneficiaries shall be entitled receive Base Salary or Consulting Compensation, as the case may be, and benefits through the date of termination, and shall receive the proceeds of any insurance maintained pursuant to such other Benefits as shall be determined in accordance with the benefit plans maintained by the CompanySection 8.02.

Termination Upon Death or Disability. In the event of the termination of If the Executive’s 's employment shall terminate by reason of his death (pursuant to Section 6(a)) or Disabilityby reason of his Disability (pursuant to Section 6(b)), the Company shall continue to pay to, or on behalf of, the Executive his Base Salary through the Date of Termination in accordance with the Company’s standard payroll practices, at the rate then in effect, time of his Death or Disability and Guaranteed Bonus and to make all expenses or accrued necessary payments for and provide all Benefits arising prior to such termination which are payable to the Executive under this Agreement pursuant to this Agreement through Section 5(e) until the Date effective date of Termination. In addition, the his termination and any Stock Options of Executive and/or his beneficiaries shall be entitled to become fully vested as of such other Benefits as shall be determined in accordance with the benefit plans maintained by the Companyeffective date of termination.

Termination Upon Death or Disability. In the event of the termination If Executive’s employment is terminated on account of the Executive’s employment by reason of death or Disability, Executive shall receive, in addition to the Company shall pay payments required by Section 8 a portion of his Target Annual Incentive pro-rated from the Executive his Base Salary beginning of the applicable fiscal year in which such termination occurs through the Date date of Termination termination, and disregarding for this purpose the requirement to satisfy any performance objectives, (the “Pro-Rata Bonus”) and such other payments and benefits in accordance with the Company’s standard payroll practicesplans, at the rate then in effect, programs and all expenses or accrued Benefits arising prior to such termination which are payable to the Executive pursuant to this Agreement through the Date of Termination. In addition, the Executive and/or his beneficiaries shall be entitled to such other Benefits as shall be determined in accordance with the benefit plans maintained by the Companypractices (if any).

Termination Upon Death or Disability. In the event of the termination of the If Executive’s employment is terminated by reason of Executive’s death or Disability, Executive (or Executive’s estate) shall be entitled to receive (i) the Company shall pay Accrued Benefits, and (ii) a pro-rata bonus for that portion of the calendar year the Executive was employed by the Company. During any period that Executive fails to perform his duties hereunder as a result of Disability, Executive shall continue to receive his Base Salary through the Date of Termination in accordance with the Company’s standard payroll practices, at the rate then in effect, and all expenses or accrued Benefits arising prior to such termination which are payable to the Executive other benefits and all other compensation pursuant to this Agreement through the Date of Termination. In addition, the Executive and/or unless and until his beneficiaries shall be entitled employment is terminated pursuant to such other Benefits as shall be determined in accordance with the benefit plans maintained by the Companythis Section 5.

Termination Upon Death or Disability. In the event of the termination If Executive’s employment is terminated on account of the Executive’s employment by reason of death or Disability, Executive or his estate shall receive, in addition to the Company shall pay payments required by Section 8, a portion of his Target Annual Incentive pro-rated from the Executive his Base Salary beginning of the applicable fiscal year in which such termination occurs through the Date date of Termination termination, and disregarding for this purpose the requirement to satisfy any performance objectives, (the “Pro-Rata Bonus”) and such other payments and benefits in accordance with the Company’s standard payroll practicesplans, at the rate then in effect, programs and all expenses or accrued Benefits arising prior to such termination which are payable to the Executive pursuant to this Agreement through the Date of Termination. In addition, the Executive and/or his beneficiaries shall be entitled to such other Benefits as shall be determined in accordance with the benefit plans maintained by the Companypractices (if any).

Termination Upon Death or Disability. In the event of the termination If Executive’s employment is terminated on account of the Executive’s employment by reason of death or Disability, Executive shall receive, in addition to the Company shall pay payments required by Section 8, a portion of her Target Annual Incentive pro-rated from the Executive his Base Salary beginning of the applicable fiscal year in which such termination occurs through the Date date of Termination termination, and disregarding for this purpose the requirement to satisfy any performance objectives, (the “Pro-Rata Bonus”) and such other payments and benefits in accordance with the Company’s standard payroll practicesplans, at the rate then in effect, programs and all expenses or accrued Benefits arising prior to such termination which are payable to the Executive pursuant to this Agreement through the Date of Termination. In addition, the Executive and/or his beneficiaries shall be entitled to such other Benefits as shall be determined in accordance with the benefit plans maintained by the Companypractices (if any).

Termination Upon Death or Disability. In the event of the termination If Executive’s employment is terminated on account of the Executive’s employment by reason of death or Disability, Executive shall receive, in addition to the Company shall pay payments required by Section 7, a portion of his Target Annual Incentive pro-rated from the Executive his Base Salary beginning of the applicable fiscal year in which such termination occurs through the Date date of Termination termination, and disregarding for this purpose the requirement to satisfy any performance objectives, (the “Pro-Rata Bonus”) and such other payments and benefits in accordance with the Company’s standard payroll practicesplans, at the rate then in effect, programs and all expenses or accrued Benefits arising prior to such termination which are payable to the Executive pursuant to this Agreement through the Date of Termination. In addition, the Executive and/or his beneficiaries shall be entitled to such other Benefits as shall be determined in accordance with the benefit plans maintained by the Companypractices (if any).

Termination Upon Death or Disability. In the event of the termination If Executive’s employment is terminated on account of the Executive’s employment by reason of death or Disability, Executive shall receive, in addition to the Company shall pay payments required by Section 8, a portion of his 2012 Incentive or 2013 Incentive, depending upon the Executive his Base Salary applicable year in which the termination occurs, pro-rated from the beginning of the applicable year in which such termination occurs through the Date date of Termination termination, and disregarding for this purpose the requirement to satisfy any performance objectives, and such other payments and benefits in accordance with the Company’s standard payroll practicesplans, at the rate then in effect, programs and all expenses or accrued Benefits arising prior to such termination which are payable to the Executive pursuant to this Agreement through the Date of Termination. In addition, the Executive and/or his beneficiaries shall be entitled to such other Benefits as shall be determined in accordance with the benefit plans maintained by the Companypractices (if any).

Termination Upon Death or Disability. In the event of the termination of the Executive’s 's employment by reason of death or Disability, the Company shall pay the Executive his Base Salary and a termination Bonus prorated through the Date of Termination in accordance with the Company’s standard payroll practicesTermination, at the rate then in effect, and all expenses or accrued Benefits Benefits, including any earned and unpaid Bonus for a prior fiscal year, arising prior to such termination which are payable to the Executive pursuant to this Agreement through the Date of Termination. In addition, the Executive and/or his beneficiaries shall be entitled to such other Benefits as shall be determined in accordance with the benefit plans maintained by the Company.