Common use of Termination by Virtue of Death or Disability of Executive Clause in Contracts

Termination by Virtue of Death or Disability of Executive. (a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder shall terminate immediately, and Executive’s estate or beneficiaries shall not receive a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, and shall not receive any severance payments or any other severance benefits or compensation. The Company shall, pursuant to its standard payroll policies, pay to Executive’s legal representatives any Accrued Obligations. (b) Subject to applicable state and federal law, the Company shall have the right, upon written notice to Executive, to terminate this Agreement based on Executive’s Disability. Termination by the Company of Executive’s employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of his/her position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event that Executive’s employment is terminated based on Executive’s Disability, and subject to Sections 2.12 and 2.13 below, Executive will not receive severance payments, or any other severance compensation or benefit, except that: (i) if Executive timely elects (or his eligible dependents in the event that Executive dies following such termination) and if he/she remains eligible for continued coverage under COBRA, the Company will reimburse insurance premiums paid by Executive or his dependents under the Company’s group health plan for the continuation of health care coverage under COBRA during the twelve- (12-) month period after the date of termination, provided that the Company shall be required to reimburse only up to the amount of premiums it was paying on behalf of Executive and his eligible dependents immediately prior to the date of termination (and provided that such reimbursements shall cease if Executive becomes eligible for benefits under a group health plan of another employer); and (ii) Executive shall receive payment in a lump-sum on the first regular payroll date after the Release Date, subject to applicable withholding and deductions, of a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, calculated by multiplying Executive’s Target Bonus for the year of termination by a fraction, the numerator of which is the number of days Executive was employed in the year of termination (disregarding any period of Disability prior to being terminated during that year) and the denominator of which is the total number of days in the year of termination.

Termination by Virtue of Death or Disability of Executive. (a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder shall terminate immediately, and Executive’s estate or beneficiaries shall Executive will not receive a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occursSeverance Benefits, and shall not receive any severance payments CIC Severance Benefits or any other severance benefits compensation or compensation. The benefit, except that the Company shall, pursuant to its the Company’s standard payroll policies, pay provide to Executive’s legal representatives Executive’s accrued but unpaid salary through the date of death together with all compensation and benefits payable to Executive based on his participation in any Accrued Obligationscompensation or benefit plan, program or arrangement through the date of termination. (b) Subject to applicable state and federal law, the Company shall at all times have the right, upon written notice to Executive, to terminate this Agreement based on Executive’s DisabilityDisability (as defined below). Termination by the Company of Executive’s employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of his/her Executive’s position with or without reasonable accommodation for one hundred twenty (120) consecutive calendar days or six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event that Executive’s employment is terminated based on Executive’s Disability, and subject to Sections 2.12 and 2.13 below, Executive will not receive severance paymentsthe Severance Benefits, or any other severance compensation or benefit, except that: (i) if Executive timely elects (or his eligible dependents in , pursuant to the event that Executive dies following such termination) and if he/she remains eligible for continued coverage under COBRACompany’s standard payroll policies, the Company will reimburse insurance premiums paid by shall pay to Executive or his dependents under the Company’s group health plan for the continuation accrued but unpaid salary of health care coverage under COBRA during the twelve- (12-) month period after Executive through the date of termination, provided that the Company shall be required together with all compensation and benefits payable to reimburse only up to the amount of premiums it was paying Executive based on behalf of Executive and his eligible dependents immediately prior to participation in any compensation or benefit plan, program or arrangement through the date of termination (and provided that such reimbursements shall cease if Executive becomes eligible for benefits under a group health plan of another employer); and (ii) Executive shall receive payment in a lump-sum on the first regular payroll date after the Release Date, subject to applicable withholding and deductions, of a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, calculated by multiplying Executive’s Target Bonus for the year of termination by a fraction, the numerator of which is the number of days Executive was employed in the year of termination (disregarding any period of Disability prior to being terminated during that year) and the denominator of which is the total number of days in the year of termination.

Termination by Virtue of Death or Disability of Executive. (a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder and Executive’s employment shall terminate immediately, and Executive’s estate or beneficiaries shall not receive a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, and shall not receive any severance payments or any other severance benefits or compensation. The Company shall, pursuant to its the Company’s standard payroll policiespolicies and applicable law, pay to Executive’s legal representatives the Accrued Obligations (as defined in Section 6.2(c) below) due to Executive, but neither Executive nor Executive’s legal representatives will receive the Non-CIC Severance Benefits (as defined below), the CIC Severance Benefits (as defined below), or any Accrued Obligationsother severance compensation or benefit from the Company. Notwithstanding the foregoing, nothing in this Section or in this Agreement shall preclude Executive from remaining eligible to receive any payments or benefits pursuant to any life insurance or disability insurance policy under which Executive participates, subject to and in accordance with the terms of such policy and applicable law. (b) Subject to applicable state and federal law, the Company shall at all times have the right, upon written notice to Executive, to terminate this Agreement based on Executive’s DisabilityDisability (as defined below). Termination by the Company of Executive’s employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of his/her Executive’s position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two qualified licensed physicians (one of which shall be selected by Executive or Executive’s guardian) of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event that Executive’s employment is terminated based on Executive’s Disability, and subject Executive will be entitled to Sections 2.12 and 2.13 belowthe Accrued Obligations due to Executive, but Executive will not receive severance paymentsthe Non-CIC Severance Benefits, the CIC Severance Benefits, or any other severance compensation or benefit, except that: (i) if Executive timely elects (or his eligible dependents in the event that Executive dies following such termination) and if he/she remains eligible for continued coverage under COBRA, the Company will reimburse insurance premiums paid by Executive or his dependents under benefit from the Company’s group health plan for . Notwithstanding the continuation of health care coverage foregoing, nothing in this Section or in this Agreement shall preclude Executive from remaining eligible to receive any payments or benefits pursuant to any life insurance or disability insurance policy under COBRA during the twelve- (12-) month period after the date of termination, provided that the Company shall be required to reimburse only up to the amount of premiums it was paying on behalf of which Executive and his eligible dependents immediately prior to the date of termination (and provided that such reimbursements shall cease if Executive becomes eligible for benefits under a group health plan of another employer); and (ii) Executive shall receive payment in a lump-sum on the first regular payroll date after the Release Dateparticipates, subject to and in accordance with the terms of such policy and applicable withholding and deductions, of a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, calculated by multiplying Executive’s Target Bonus for the year of termination by a fraction, the numerator of which is the number of days Executive was employed in the year of termination (disregarding any period of Disability prior to being terminated during that year) and the denominator of which is the total number of days in the year of terminationlaw.

Termination by Virtue of Death or Disability of Executive. (a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder and Executive’s employment shall terminate immediately, and Executive’s estate or beneficiaries shall not receive a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, and shall not receive any severance payments or any other severance benefits or compensation. The Company shall, pursuant to its the Company’s standard payroll policiespolicies and applicable law, pay to Executive’s legal representatives the Accrued Obligations (as defined in Section 6.2(d) below) due to Executive. In addition, subject to Executive’s estate’s compliance with Section 6.2(b) below, Executive’s covered dependents will be eligible to receive the COBRA Premiums (as defined in Section 6.2(a)(ii) below), but not (i) the other Non-CIC Severance Benefits (as defined in Section 6.2(a) below), (ii) the CIC Severance Benefits (as defined in Section 6.3(a) below), or (iii) except as provided under any Accrued Obligationsbenefit plan or program, any other severance compensation or benefit. (b) Subject to applicable state and federal law, the Company or any of its Affiliates shall at all times have the right, upon written notice to Executive, to terminate this Agreement based on Executive’s DisabilityDisability (as defined below). Termination by the Company or any of its Affiliates of Executive’s employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of his/her Executive’s position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event that Executive’s employment is terminated based on Executive’s Disability, and Executive will be entitled to the Accrued Obligations due to Executive. In addition, subject to Sections 2.12 and 2.13 Executive’s compliance with Section 6.2(b) below, Executive will be eligible to receive the COBRA Premiums, but not receive severance payments(i) the other Non-CIC Severance Benefits, (ii) the CIC Severance Benefits, or (iii) except as provided under any benefit plan or program, any other severance compensation or benefit, except that: (i) if Executive timely elects (or his eligible dependents in the event that Executive dies following such termination) and if he/she remains eligible for continued coverage under COBRA, the Company will reimburse insurance premiums paid by Executive or his dependents under the Company’s group health plan for the continuation of health care coverage under COBRA during the twelve- (12-) month period after the date of termination, provided that the Company shall be required to reimburse only up to the amount of premiums it was paying on behalf of Executive and his eligible dependents immediately prior to the date of termination (and provided that such reimbursements shall cease if Executive becomes eligible for benefits under a group health plan of another employer); and (ii) Executive shall receive payment in a lump-sum on the first regular payroll date after the Release Date, subject to applicable withholding and deductions, of a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, calculated by multiplying Executive’s Target Bonus for the year of termination by a fraction, the numerator of which is the number of days Executive was employed in the year of termination (disregarding any period of Disability prior to being terminated during that year) and the denominator of which is the total number of days in the year of termination.

Termination by Virtue of Death or Disability of Executive. (a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder shall terminate immediately, and Executive’s estate or beneficiaries shall Executive will not receive a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occursSeverance Benefits, and shall not receive any severance payments CIC Severance Benefits or any other severance benefits compensation or compensation. The benefit, except that the Company shall, pursuant to its the Company’s standard payroll policies, pay provide to Executive’s legal representatives Executive’s accrued but unpaid salary through the date of death together with all compensation and benefits payable to Executive based on his participation in any Accrued Obligations.compensation or benefit plan, program or arrangement through the date (b) Subject to applicable state and federal law, the Company shall at all times have the right, upon written notice to Executive, to terminate this Agreement based on Executive’s DisabilityDisability (as defined below). Termination by the Company of Executive’s employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of his/her Executive’s position with or without reasonable accommodation for one hundred twenty (120) consecutive calendar days or six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event that Executive’s employment is terminated based on Executive’s Disability, and subject to Sections 2.12 and 2.13 below, Executive will not receive severance paymentsthe Severance Benefits, or any other severance compensation or benefit, except that: (i) if Executive timely elects (or his eligible dependents in , pursuant to the event that Executive dies following such termination) and if he/she remains eligible for continued coverage under COBRACompany’s standard payroll policies, the Company will reimburse insurance premiums paid by shall pay to Executive or his dependents under the Company’s group health plan for the continuation accrued but unpaid salary of health care coverage under COBRA during the twelve- (12-) month period after Executive through the date of termination, provided that the Company shall be required together with all compensation and benefits payable to reimburse only up to the amount of premiums it was paying Executive based on behalf of Executive and his eligible dependents immediately prior to participation in any compensation or benefit plan, program or arrangement through the date of termination (and provided that such reimbursements shall cease if Executive becomes eligible for benefits under a group health plan of another employer); and (ii) Executive shall receive payment in a lump-sum on the first regular payroll date after the Release Date, subject to applicable withholding and deductions, of a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, calculated by multiplying Executive’s Target Bonus for the year of termination by a fraction, the numerator of which is the number of days Executive was employed in the year of termination (disregarding any period of Disability prior to being terminated during that year) and the denominator of which is the total number of days in the year of termination.

Termination by Virtue of Death or Disability of Executive. (a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder shall terminate immediately, and Executive’s estate or beneficiaries shall Executive will not receive a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occursSeverance Benefits, and shall not receive any severance payments or any other severance benefits compensation or compensation. The benefit, except that, the Company shall, pursuant to its the Company’s standard payroll policies, pay provide to Executive’s legal representatives any Executive’s Accrued Obligations. Notwithstanding the foregoing, treatment of any unvested equity awards shall be governed by the terms of the applicable equity plans and award agreements. (b) Subject to applicable state and federal law, the The Company shall at all times have the right, upon written notice to ExecutiveExecutive from the Board, to terminate this Agreement based on Executive’s employment due to Executive’s Disability (as defined below). Upon written notice to Executive of termination due to Disability, Executive’s employment with the Company shall automatically (and without any further action by any person or entity) terminate. Termination For purposes of this Agreement, termination by the Company of Executive’s employment based on a “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of his/her his position with or without reasonable accommodation for six ninety (690) months days consecutively or one hundred eighty (180) days in the aggregate during any twelve (12) month period or the Board makes such determination (at its sole discretion) based on the written certification by two (2) licensed physicians of the likely continuation of such condition for such periodperiods. This definition The determination of whether Executive has incurred a Disability shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event that Executive’s employment is terminated based on Executive’s Disability, and subject to Sections 2.12 and 2.13 below, Executive will not receive severance paymentsthe Severance Benefits, or any other severance compensation or benefit, except that: (i) if Executive timely elects (or his eligible dependents in , pursuant to the event that Executive dies following such termination) and if he/she remains eligible for continued coverage under COBRACompany’s standard payroll policies, the Company will reimburse insurance premiums paid by shall provide to Executive or his dependents under the Company’s group health plan for Accrued Obligations. Notwithstanding the continuation foregoing, treatment of health care coverage under COBRA during the twelve- (12-) month period after the date of termination, provided that the Company any unvested equity awards shall be required to reimburse only up to governed by the amount terms of premiums it was paying on behalf of Executive the applicable equity plans and his eligible dependents immediately prior to the date of termination (and provided that such reimbursements shall cease if Executive becomes eligible for benefits under a group health plan of another employer); and (ii) Executive shall receive payment in a lump-sum on the first regular payroll date after the Release Date, subject to applicable withholding and deductions, of a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, calculated by multiplying Executive’s Target Bonus for the year of termination by a fraction, the numerator of which is the number of days Executive was employed in the year of termination (disregarding any period of Disability prior to being terminated during that year) and the denominator of which is the total number of days in the year of terminationaward agreements.

Termination by Virtue of Death or Disability of Executive. (a) In the event of Executive’s death while employed pursuant to this Agreement, (i) all obligations of the parties hereunder shall terminate immediately, and Executive’s estate or beneficiaries shall not receive a payment under any applicable short-term incentive compensation plan for (ii) the year in which his or her termination from employment occurs, and shall not receive any severance payments or any other severance benefits or compensation. The Company shall, pursuant to its the Company’s standard payroll policies, pay provide to Executive’s legal representatives any all Accrued Obligations, and (iii) the vesting and exercisability of all Equity Awards that are held by Executive as of immediately prior to the Executive’s death (x) shall be deemed, in the case of Time-Based Equity Awards, vested and exercisable, and in the case of Performance-Based Equity Awards, deemed vested and exercisable at “target” levels of achievement. (b) Subject to applicable state and federal law, the Company shall at all times have the right, upon written notice to Executive, to terminate this Agreement based on Executive’s Disability. Termination by the Company of Executive’s employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of his/her Executive’s position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event that Executive’s employment is terminated based on Executive’s Disability, and subject to Sections 2.12 and 2.13 below, Executive will not receive severance paymentsthe Severance Benefits, Change in Control Severance Benefits, or any other severance compensation or benefit, except that: , (i) if Executive timely elects (or his eligible dependents in pursuant to the event that Executive dies following such termination) and if he/she remains eligible for continued coverage under COBRACompany’s standard payroll policies, the Company will reimburse insurance premiums paid shall provide to Executive the Accrued Obligations, and (ii) the vesting and exercisability of all Equity Awards that are held by Executive or his dependents under the Company’s group health plan for the continuation as of health care coverage under COBRA during the twelve- (12-) month period after the date of termination, provided that the Company shall be required to reimburse only up to the amount of premiums it was paying on behalf of Executive and his eligible dependents immediately prior to the date of termination (and provided that such reimbursements shall cease if Executive becomes eligible for benefits under a group health plan of another employer); and (ii) Executive shall receive payment in a lump-sum on the first regular payroll date after the Release Date, subject to applicable withholding and deductions, of a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, calculated by multiplying Executive’s Target Bonus termination for the year of termination by a fractionDisability (x) shall be deemed, the numerator of which is the number of days Executive was employed in the year case of termination (disregarding any period of Disability prior to being terminated during that year) Time-Based Equity Awards, vested and the denominator of which is the total number of days exercisable, and in the year case of terminationPerformance-Based Equity Awards, deemed vested and exercisable at “target” levels of achievement.

Termination by Virtue of Death or Disability of Executive. (a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder shall terminate immediatelyterminate, in accordance with Section ‎5.4 and Executive’s estate or beneficiaries the Company shall not receive a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, and shall not receive any severance payments or any other severance benefits or compensation. The Company shall, pursuant to its standard payroll policies, pay to Executive’s legal representatives all Accrued Obligations on the Accrued Obligation Payment Dates and shall cause immediate vesting as of the Separation Date of all outstanding Incentive Units granted by Parent that vest solely based on the passage of time (and are not subject to any Accrued Obligationsperformance goals, including, without limitation, based on the achievement of any level of proceeds in connection with a transaction) that are held by Executive as of the Separation Date. The Incentive Units shall otherwise be subject to the applicable terms and conditions, including call rights, set forth in the applicable documents that shall be consistent with the MIP Term Sheet. The Company agrees that it shall cause its Parent and each of its affiliates to cause the vesting and the waivers provided herein. (b) Subject to applicable state and federal law, the Company and Executive shall at all times have the right, upon written notice to Executivethe other party, and in accordance with Section ‎5.4, to terminate this Agreement based on Executive’s “Disability”. Termination by the Company of Executive’s employment may only be terminated based on “Disability” shall mean termination because Disability if Executive is unable due has been determined to a physical be totally or mental condition completely disabled (or any similar term) pursuant to perform the essential functions of his/her position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted Company’s long-term disability plan and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable lawExecutive has commenced receiving disability benefits pursuant to that plan. In the event that Executive’s employment is terminated based on Executive’s Disability, and subject unless otherwise agreed to Sections 2.12 and 2.13 belowin writing, Executive will not receive severance paymentsSeverance Benefits, or any other severance compensation or benefit, except that: (i) if Executive timely elects (or his eligible dependents in the event that Executive dies following such termination) and if he/she remains eligible for continued coverage under COBRA, the Company will reimburse insurance premiums paid shall pay to Executive the Accrued Obligations on the Accrued Obligation Payment Dates and shall cause immediate vesting as of the Separation Date of all outstanding Incentive Units granted by Parent that vest solely based on the passage of time (and are not subject to any performance goals, including, without limitation, based on the achievement of any level of proceeds in connection with a transaction) that are held by Executive or his dependents under as of the Company’s group health plan for Separation Date. The Incentive Units shall otherwise be subject to the continuation of health care coverage under COBRA during applicable terms and conditions, including call rights, set forth in the twelve- (12-) month period after the date of termination, provided applicable documents that the Company shall be required consistent with the MIP Term Sheet. The Company agrees that it shall cause its Parent and each of its affiliates to reimburse only up to cause the amount of premiums it was paying on behalf of Executive and his eligible dependents immediately prior to the date of termination (and provided that such reimbursements shall cease if Executive becomes eligible for benefits under a group health plan of another employer); and (ii) Executive shall receive payment in a lump-sum on the first regular payroll date after the Release Date, subject to applicable withholding and deductions, of a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, calculated by multiplying Executive’s Target Bonus for the year of termination by a fraction, the numerator of which is the number of days Executive was employed in the year of termination (disregarding any period of Disability prior to being terminated during that year) vesting and the denominator of which is the total number of days in the year of terminationwaivers provided herein.

Termination by Virtue of Death or Disability of Executive. (a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder and Executive’s employment shall terminate immediately, and Executive’s estate or beneficiaries shall not receive a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, and shall not receive any severance payments or any other severance benefits or compensation. The Company shall, pursuant to its the Company’s standard payroll policiespolicies and applicable law, pay to Executive’s legal representatives the Accrued Obligations (as defined in Section 6.2(d) below) due to Executive. In addition, subject to Executive’s estate’s compliance with Section 6.2(b) below, Executive’s covered dependents will be eligible to receive the Non-CIC Severance Benefits (as defined in Section 6.2(a) below), but not (i) the CIC Severance Benefits (as defined in Section 6.3(a) below), or (ii) except as provided under any Accrued Obligationsbenefit plan or program, any other severance compensation or benefit. (b) Subject to applicable state and federal law, the Company or any of its Affiliates shall at all times have the right, upon written notice to Executive, to terminate this Agreement based on Executive’s DisabilityDisability (as defined below). Termination by the Company or any of its Affiliates of Executive’s employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of his/her Executive’s position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event that Executive’s employment is terminated based on Executive’s Disability, and Executive will be entitled to the Accrued Obligations due to Executive. In addition, subject to Sections 2.12 and 2.13 Executive’s compliance with Section 6.2(b) below, Executive will be eligible to receive the Non-CIC Severance Benefits, but not receive severance payments(i) the CIC Severance Benefits, or (ii) except as provided under any benefit plan or program, any other severance compensation or benefit, except that: (i) if Executive timely elects (or his eligible dependents in the event that Executive dies following such termination) and if he/she remains eligible for continued coverage under COBRA, the Company will reimburse insurance premiums paid by Executive or his dependents under the Company’s group health plan for the continuation of health care coverage under COBRA during the twelve- (12-) month period after the date of termination, provided that the Company shall be required to reimburse only up to the amount of premiums it was paying on behalf of Executive and his eligible dependents immediately prior to the date of termination (and provided that such reimbursements shall cease if Executive becomes eligible for benefits under a group health plan of another employer); and (ii) Executive shall receive payment in a lump-sum on the first regular payroll date after the Release Date, subject to applicable withholding and deductions, of a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, calculated by multiplying Executive’s Target Bonus for the year of termination by a fraction, the numerator of which is the number of days Executive was employed in the year of termination (disregarding any period of Disability prior to being terminated during that year) and the denominator of which is the total number of days in the year of termination.

Termination by Virtue of Death or Disability of Executive. (a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder shall terminate immediately, and Executive’s estate or beneficiaries shall not receive a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, and shall not receive any severance payments or any other severance benefits or compensation. The Company shall, pursuant to its the Company’s standard payroll policies, pay provide to Executive’s legal representatives any Executive’s Accrued Obligations, but neither Executive nor Executive’s legal representatives will be eligible for the Non-CIC Severance Benefits, the CIC Severance Benefits, or any other severance compensation or benefit. (b) Subject to applicable state and federal law, the Company shall at all times have the right, upon written notice to the Executive, to terminate this Agreement based on Executive’s DisabilityDisability (as defined below). Termination by the Company of Executive’s employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of his/her Executive’s position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians physicians, jointly selected by the Executive or the Executive’s guardian and the Company, of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event that Executive’s employment is terminated based on Executive’s Disability, and subject to Sections 2.12 and 2.13 below, Executive will not receive severance paymentsbe eligible for the Non-CIC Severance Benefits, the CIC Severance Benefits, or any other severance compensation or benefit. Notwithstanding the foregoing sentence, except that: (i) if Executive timely elects (or his will be eligible dependents to receive a cash amount equal to Executive’s annual bonus earned based on actual performance pro-rated for Executive’s months of service during the applicable year, up to and including the month of termination due to Executive’s Disability, less applicable tax withholdings, which shall be payable in a lump sum cash payment concurrently with the event annual cash bonus payments to other similarly-situated executives, provided, that Executive dies following has timely executed and has not revoked the Release by such termination) and if he/she remains eligible for continued coverage under COBRApayment date, the Company will reimburse insurance premiums paid by Executive or his dependents under the Company’s group health plan for the continuation of health care coverage under COBRA during the twelve- (12-) month period after the which date of termination, provided that the Company shall be required to reimburse only up to the amount of premiums it was paying on behalf of Executive and his eligible dependents immediately occur prior to the date March 15 of termination (and provided that such reimbursements shall cease if Executive becomes eligible for benefits under a group health plan of another employer); and (ii) Executive shall receive payment in a lump-sum on the first regular payroll date after the Release Date, subject to applicable withholding and deductions, of a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, calculated by multiplying Executive’s Target Bonus for following the year of such termination by a fraction, the numerator of which is the number of days Executive was employed in the year of termination (disregarding any period of Disability prior due to being terminated during that year) and the denominator of which is the total number of days in the year of terminationExecutive’s Disability.

Termination by Virtue of Death or Disability of Executive. (a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder shall terminate immediately, and Executive’s estate or beneficiaries shall Executive will not receive a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occursSeverance Benefits, and shall not receive any severance payments CIC Severance Benefits or any other severance benefits compensation or compensation. The benefit, except that, the Company shall, pursuant to its the Company’s standard payroll policies, pay provide to Executive’s legal representatives Executive’s accrued but unpaid salary through the date of death together with all compensation and benefits payable to Executive based on his participation in any Accrued Obligationscompensation or benefit plan, program or arrangement through the date of termination. (b) Subject to applicable state and federal law, the Company shall at all times have the right, upon written notice to Executive, to terminate this Agreement based on Executive’s DisabilityDisability (as defined below). Termination by the Company of Executive’s employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of his/her Executive’s position with or without reasonable accommodation for one hundred twenty (120) consecutive calendar days or six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event that Executive’s employment is terminated based on Executive’s Disability, and subject to Sections 2.12 and 2.13 below, Executive will not receive severance paymentsthe Severance Benefits, or any other severance compensation or benefit, except that: (i) if Executive timely elects (or his eligible dependents in , pursuant to the event that Executive dies following such termination) and if he/she remains eligible for continued coverage under COBRACompany’s standard payroll policies, the Company will reimburse insurance premiums paid by shall pay to Executive or his dependents under the Company’s group health plan for the continuation accrued but unpaid salary of health care coverage under COBRA during the twelve- (12-) month period after Executive through the date of termination, provided that the Company shall be required together with all compensation and benefits payable to reimburse only up to the amount of premiums it was paying Executive based on behalf of Executive and his eligible dependents immediately prior to participation in any compensation or benefit plan, program or arrangement through the date of termination (and provided that such reimbursements shall cease if Executive becomes eligible for benefits under a group health plan of another employer); and (ii) Executive shall receive payment in a lump-sum on the first regular payroll date after the Release Date, subject to applicable withholding and deductions, of a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, calculated by multiplying Executive’s Target Bonus for the year of termination by a fraction, the numerator of which is the number of days Executive was employed in the year of termination (disregarding any period of Disability prior to being terminated during that year) and the denominator of which is the total number of days in the year of termination.

Termination by Virtue of Death or Disability of Executive. (a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder shall terminate immediately, and Executive’s estate or beneficiaries shall not receive a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, and shall not receive any severance payments or any other severance benefits or compensation. The Company shall, pursuant to its standard payroll policies, pay to Executive’s legal representatives any Accrued Obligations. (b) Subject to applicable state and federal law, the Company shall have the right, upon written notice to Executive, to terminate this Agreement based on Executive’s Disability. Termination by the Company of Executive’s employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of his/her position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event that Executive’s employment is terminated based on Executive’s Disability, and subject to Sections 2.12 and 2.13 below, Executive will not receive severance payments, or any other severance compensation or benefit, except that: (i) if Executive timely elects (or his eligible dependents in the event that Executive dies following such termination) and if he/she remains eligible for continued coverage under COBRA, the Company will reimburse insurance premiums paid by Executive or his dependents under the Company’s group health plan for the continuation of health care coverage under COBRA during the twelve- (12-) month period after the date of termination, provided that the Company shall be required to reimburse only up to the amount of premiums it was paying on behalf of Executive and his eligible dependents immediately prior to the date of termination (and provided that such reimbursements shall cease if Executive becomes eligible for benefits under a group health plan of another employer); and (ii) Executive shall receive payment in a lump-sum on the first regular payroll date after the Release Date, subject to applicable withholding and deductions, of a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs, calculated by multiplying Executive’s Target Bonus for the year of termination by a fraction, the numerator of which is the number of days Executive was employed in the year of termination (disregarding any period of Disability prior to being terminated during that year) and the denominator of which is the total number of days in the year of termination. (c) In the event that Executive’s employment is terminated based on Executive’s Disability, then Executive shall be paid or become eligible for any Accrued Obligations. (d) Notwithstanding anything to the contrary in this Section 2.5, in the event of (1) Executive’s death while employed pursuant to this Agreement, or (2) Executive’s employment is terminated based on Executive’s Disability, all stock options, common stock subject to forfeiture, restricted stock units and other equity awards held by Executive at the time of his/her termination of employment that would have become vested and exercisable or free from repurchase restrictions, as applicable, during the twelve (12) month period commencing on the date of termination if Executive had remained employed during such period shall become vested and exercisable or free from such repurchase restrictions as of the Release Date.