Common use of Separation from Service as a Result of Death or Disability Clause in Contracts

Separation from Service as a Result of Death or Disability. In the event of any severance of the Executive’s service with the Company during the Term as a result of the Executive’s death or Disability, the Company shall pay to or provide the Executive or the Executive’s heirs with the compensation and benefits described in Section 6.4(a) and the following additional compensation and benefits: (i) Any earned but unpaid Annual Incentive Compensation for the last completed calendar year during the Term, which Annual Incentive Compensation shall be determined (A) in accordance with the Company’s annual incentive plan, (B) utilizing the Target Annual Incentive Compensation Percentage and performance criteria previously established by the Board and the Executive’s Direct Supervisor for such completed calendar year in accordance with Section 4.1(c) and (C) by the Board and the Executive’s Direct Supervisor (1) without the exercise by the Board or the Executive’s Direct Supervisor of any discretionary adjustment to such Annual Incentive Compensation and (2) with the Board and the Executive’s Direct Supervisor ascribing to any individual evaluation of the Executive the same result as occurs based upon the Company’s performance under its annual incentive plan, and which Annual Incentive Compensation shall be payable within 15 business days of the Date of Separation from Service; and (ii) A cash sum equal to the Target Annual Incentive Compensation Percentage of the Executive’s Base Salary as of the Date of Separation from Service multiplied by a fraction (x) the numerator of which is the number of calendar days elapsed in the calendar year up to and including the Date of Separation from Service and (y) the denominator of which is 365, payable within 15 business days of the Date of Separation from Service.

Separation from Service as a Result of Death or Disability. In the event of any severance of the Executive’s service with the Company during the Term as a result of the Executive’s death or Disability, the Company shall pay to or provide the Executive or the Executive’s heirs with the compensation and benefits described in Section 6.4(a) and the following additional compensation and benefits: (i) Any earned but unpaid Annual Incentive Compensation for the last completed calendar year during the Term, which Annual Incentive Compensation shall be determined (A) in accordance with the Company’s annual incentive plan, (B) utilizing the Target Annual Incentive Compensation Percentage and performance criteria previously established by the Board and the Executive’s Direct Supervisor for such completed calendar year in accordance with Section 4.1(c4.1(b) and (C) by the Board and the Executive’s Direct Supervisor (1) without the exercise by the Board or the Executive’s Direct Supervisor of any discretionary adjustment to such Annual Incentive Compensation and (2) with the Board and the Executive’s Direct Supervisor ascribing to any individual evaluation of the Executive the same result as occurs based upon the Company’s performance under its annual incentive plan, and which Annual Incentive Compensation shall be payable within 15 business days of the Date of Separation from Service; and (ii) A cash sum equal to the Target Annual Incentive Compensation Percentage of the Executive’s Base Salary as of the Date of Separation from Service multiplied by a fraction (x) the numerator of which is the number of calendar days elapsed in the calendar year up to and including the Date of Separation from Service and (y) the denominator of which is 365, payable within 15 business days of the Date of Separation from Service.