Common use of Disability of Executive Clause in Contracts

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 days during any period of 150 consecutive days, Company shall have the right to terminate Executive's employment upon 30 days' prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue to pay Executive's Base Salary for the remainder of the Term or, if the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with the Company's regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If If, as a result of incapacity due to physical or mental illness or injury, Executive is or has shall have been materially unable for any reason to perform absent from his full-time duties hereunder for 120 six (6) consecutive months, then thirty (30) days during any period after receiving written notice (which notice may occur before or after the end of 150 consecutive dayssuch six (6) month period, but which shall not be effective earlier than the last day of such six (6) month period), the Company shall have the right to may terminate Executive's employment upon 30 days' prior written notice provided Executive is unable to Executive resume his full-time duties at any time during the continuation conclusion of such inabilitynotice period. Also, in which event Executive may terminate his employment if his health should become impaired to an extent that makes the continued performance of his duties hereunder hazardous to his physical or mental health or his life, provided that Executive shall have furnished the Company shall thereafter be obligated with a written statement from a qualified doctor to continue to pay Executive's Base Salary for the remainder of the Term orsuch effect and provided, if the remainder of the Term is less than one yearfurther, for a period of 12 monthsthat, periodically in accordance with at the Company's regular payroll practices and, request made within 30 thirty (30) days of the date of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid towritten statement, Executive shall submit to an examination by a doctor selected by the Company who is reasonably acceptable to Executive or Executive's doctor and such doctor shall have concurred in the conclusion of Executive's doctor. In the event Executive's employment under this Agreement is terminated as a result of Executive's disability, Executive shall receive from the Company, in a lump-sum payment due within ten (10) days of the effective date of termination, an amount equal to the average of the base salary and bonus paid to Executive for the two (2) prior full fiscal years, for one (1) year. In the event of such termination, all options to purchase Common Stock of the Company held by Executive shall thereupon vest and shall be exercisable for the maximum period of time, up to their full term, that will not cause Executive with respect to such options to be subject to any excise tax under Section 409A notwithstanding the termination of employment. All restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) held by the Executive which, as of the date of such termination. The amount the disability of payments Executive, are not then subject to Executive under disability insurance policies paid any performance conditions for by the Company vesting, shall be credited against fully vested and shall reduce not be subject to any risk of forfeiture or repurchase as of the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination date of Executive's employment pursuant termination due to this Section, disability (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth as defined in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expenseparagraph).

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 days during any period of 150 consecutive days, Company shall have the right to terminate Executive's employment upon 30 days' prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue to pay Executive's Base Salary for the remainder of the Term or, if the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with the Company's regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 days during any period of 150 consecutive days, Company shall have the right to terminate Executive's employment upon 30 days' prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue to pay Executive's Base Salary for the remainder of the Term or, if the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with the Company's regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus incentive plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that disability as is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If the Executive is or has been materially unable for any reason to perform his duties hereunder for 120 days during any period by reason of 150 consecutive daysdisability as defined in the Company’s Long-Term Disability Plan (“Disability”), Company then the Board shall have the right to terminate the Executive's ’s employment upon 30 days' days prior written notice to the Executive at any time during the continuation of such inabilityDisability. In the event the Executive is terminated pursuant to this Section 8(c), in which event the Company shall not thereafter be obligated to continue to pay Executive's Base Salary for the remainder of the Term or, if the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with the Company's regular payroll practices and, within 30 days of such notice, shall pay make any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive further payments under this Agreement except for amounts accrued as of the date of such termination, and except that the Executive shall receive supplemental disability payments. Such supplemental disability payments shall be paid to the Executive after the Executive’s Separation from Service at the same time that disability payments are due to be paid to the Executive under the Company’s Long-Term Disability Plan and each such payment shall be equal to the excess of (a) the amount that would be payable under the Company’s Long-Term Disability Plan (disregarding any withholding) if the Executive elected a benefit of 50% of applicable pay and such plan did not limit the dollar amount of periodic payments thereunder, over (b) the amount that would be payable under the Company’s Long-Term Disability Plan (disregarding any withholding) if the Executive elected a benefit of 50% of applicable pay. The amount of payments to Executive under “Company’s Long-Term Disability Plan” shall mean the long-term disability insurance policies paid for plan maintained by the Company for employees generally; provided, however, that if the Company does not maintain such a long-term disability plan at the time of the Executive’s termination under this Section 8(c), or terminates such plan after the Executive’s termination of employment but before all disability payments have been paid to the Executive under the terms of such plan as in effect prior to its termination, (x) the “Company’s Long-Term Disability Plan” shall be credited against and shall reduce mean the Base Salary otherwise payable long-term disability plan most recently maintained by the Company following termination of employment. Iffor employees generally, for and (y) the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, determined under subsection (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall equal zero dollars ($0). Such supplemental disability payments shall be exercisable until payable from the earlier of (i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term Company’s general assets or, if the balance of the Term is less than one yearCompany so elects, for from a period of 12 months, to continue to receive at supplemental disability policy purchased by the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 days during any period In the event of 150 consecutive days, Company shall have the right to terminate Executive's ----------------------- disability (as hereinafter defined) during his employment upon 30 days' prior written notice to Executive at any time during under this Agreement, the continuation of such inability, in which event Company shall thereafter be obligated to continue to pay Executive's Base Salary for the remainder employment of the Term or, if the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with the Company's regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under and this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for may be terminated by the Company shall be credited against and shall reduce nine (9) months after the Base Salary otherwise payable by the Company following termination commencement of employment. Ifsuch disability; provided, for the year in which Executive's employment is terminated pursuant to this Sectionhowever, Company achieves the performance goals established in accordance with that upon any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fractionsuch termination, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance to payment of the scheduled Term orSeverance payments provided under Section 5(a) hereof, if reduced by any benefits he may receive under any short term disability and long term disability plans sponsored by the balance Company covering its senior management employees at the time that the Executive's disability commences. During the period of the Term is less than one yearExecutive's disability, the Executive shall continue to receive the compensation provided for in this Agreement, reduced by any benefits he may receive under any short term disability and long term disability plans sponsored by the Company covering its senior management employees at the time that the Executive's disability commences. If before the end of nine months from the first day of disability, the Executive's disability shall have ceased, and he shall have resumed the full-time performance of his duties under this Agreement, the Executive shall continue to receive the compensation provided for in this Agreement. Provided, however, that unless the Executive shall satisfactorily perform his duties on a full-time basis under this Agreement for a continuous period of at least sixty (60) calendar days following a period of 12 monthsdisability before the Executive again becomes disabled, he shall not be entitled to continue begin a new nine month period for such subsequent disability, and the subsequent period of disability shall be added to receive at the first in determining whether the Executive has been disabled for nine (9) months in connection with this Section. During the period of his disability, the Executive shall be entitled to benefits in accordance with and subject to the terms and provisions of the Company's expense medical benefits coverage short-term disability income plan and its long-term disability plan for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents its senior management employees, as in effect at the time of such terminationthe commencement of disability. Executive and his spouse and dependents For purposes of this Agreement, "disability" shall be entitled have the same meaning as given that term under the Company's long term disability plan for its senior management employees, as in effect from time to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expensetime.

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 calendar days during any period of 150 consecutive calendar days, Company shall have the right to terminate (within the meaning of Section 4.8 hereof) Executive's ’s employment upon 30 calendar days' ’ prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue pay to pay Executive's , within the 30-calendar-day period following his termination of employment, a lump sum equal to (i) the greater of the amount of his Base Salary for computed through the remainder of the Term oror his Base Salary, if in either case minus (ii) any disability payments reasonably projected to be received by Executive from disability insurance policies paid for by Company during the longer of the remainder of the Term is less than one year, for a or 12 months following his termination of employment. Both the portion of the calculation in (i) of the preceding sentence and the portion of the calculation in (ii) of the preceding sentence shall be discounted from the dates that the Base Salary or disability payments (as applicable) would have been payable during the relevant period of 12 months, periodically following termination in accordance with the Company's ’s regular payroll practices andor in accordance with such disability insurance policies (as applicable) to present value on the date of payment. The discount rate shall be equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in The Wall Street Journal (the “WSJ”) on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published. Company shall also, within 30 calendar days of such noticetermination, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's ’s employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive Executive, within the period in the following year that begins January 1 and ends March 15, an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such the year in which his employment is terminated and the denominator of which is 365. Upon termination of Executive's ’s employment pursuant to this Section, (ai) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (bii) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (iA) the later of 180 calendar days after the termination of Executive's ’s employment pursuant to this Section or the period following the termination of Executive's ’s employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (iiB) the scheduled expiration date of such option, (ciii) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreementagreement, (div) anything to the vesting of contrary in any other existing agreement or plan notwithstanding, all outstanding restricted shares granted to Executive that (A) are subject to vesting solely based on the passage of time and Executive’s continued employment shall be governed by become immediately vested, and (B) are subject to vesting based upon the performance of Company (however measured) shall remain restricted shares under the terms of the plan applicable Award and shall vest or other document pursuant to which they were issuedbe forfeited in whole or in part under the terms of such Award as if Employee’s employment had not terminated, and (ev) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's ’s expense medical benefits coverage for Executive and Executive's his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 days during any period of 150 consecutive days, Company shall have the right to terminate Executive's employment upon 30 days' prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue to pay Executive's Base Salary for the remainder of the Term or, if the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with the Company's regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (i1(i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If Executive, in the reasonable opinion of a qualified physician jointly selected by Company and Executive is (or a representative of Executive) (a “Qualified Physician”), has been materially unable for any reason to perform his duties hereunder for 120 days during any a period of 150 180 consecutive daysdays by reason of physical or mental illness or disability (“Disability”), Company then the Board shall have the right to terminate Executive's employment ’s employment, in accordance with applicable law, upon 30 days' ’ prior written notice to Executive at any time during the continuation of such inabilityDisability (a “Disability Termination”). Until a Disability Termination, in which he shall continue to receive his full Base Salary and other payments and benefits hereunder. In the event of a Disability Termination, Company shall not thereafter be obligated to continue make any further payments to pay Executive hereunder other than (a) Accrued Obligations, (b) a lump sum cash payment within thirty (30) days following Executive's ’s Date of Termination equal to Executive’s then-current Base Salary for the remainder of the Term orthat would have been payable to Executive until December 31, if the remainder of the Term is less than one year2009, (c) for a period ending on the first anniversary of 12 monthsExecutive’s Date of Termination, periodically a monthly cash payment, payable on the first business day of each month that follows Executive’s Date of Termination, in accordance with the Company's regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal to the bonus monthly premium cost that Executive Company would have received paid on behalf of Executive to cover Executive under Company’s life insurance plan if Executive’s employment with Company had he been employed by Company not terminated; and (d) for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, period ending on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (i) the later of 180 days after the termination one (1) year anniversary of Executive's employment pursuant to this Section or the period following the termination ’s Date of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, Termination or (ii) the scheduled expiration date first month in which Executive does not pay to Company the applicable monthly premium for COBRA insurance coverage under Company’s group health plan, a monthly cash payment, payable on the first business day of such optioneach month that follows Executive’s Date of Termination, in an amount equal to the quotient determined by dividing (cx) the exercise period of each ISO granted to Executive beforeaggregate monthly premium cost for “COBRA” family health coverage under Company’s group health plan, on or after by (y) 0.55. Notwithstanding the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term orforegoing, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of Executive’s Disability Termination the Company’s stock is publicly traded and Executive is a ‘specified employee’ (as such termination. term is defined in section 409A(2)(B)(i) of the Code and its corresponding regulations), then all cash payments (other than Accrued Obligations) to Executive and his spouse and dependents pursuant to this Section 4.2 shall not be entitled paid to such rights Executive until as they may have to continue coverage at his or their sole expense soon as are then accorded under COBRA for the COBRA coverage period administratively practicable following the expiration of the six month period following the date of Executive’s Date of Termination, but not later than the first Company payroll date that occurs after the end of such six month period. Any postponed amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s Date of Termination, if anyand any amounts payable to Executive after the expiration of such six (6) month period under this Agreement shall continue to be paid to Executive in accordance with the terms of this Agreement. If Executive dies during such six-month period and prior to the payment of the postponed cash amounts hereunder, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of Executive’s estate within thirty (30) days after the date of Executive’s death. If any of the cash payments payable pursuant to this Section 4.2 are deferred due to such requirements, there shall be added to such payments interest during which Company paid the deferral period at a rate, per annum, equal to the applicable federal short-term deferral rate (compounded monthly) in effect under section 1274(d) of the Code on Executive’s Date of Termination. Following December 31, 2009, Executive shall continue to be entitled to receive long-term disability benefits under the Company’s long-term disability program in effect at such expensetime to the extent Executive is eligible to receive such benefits. In the event of a Disability Termination, all Stock Options shall immediately vest (to the extent not already vested) and shall be exercisable until one year following the date of termination, but in no event later than their respective original expiration dates. All Additional Unit Shares shall be delivered to Executive as provided in his Restricted Units Agreement, as amended.”

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 days during any period of 150 consecutive days, Company shall have the right to terminate Executive's employment upon 30 days' prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue to pay Executive's Base Salary for the remainder of the Term or, if the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with the Company's regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) or the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 calendar days during any period of 150 consecutive calendar days, Company shall have the right to terminate Executive's ’s employment (within the meaning of Section 4.7 hereof) upon 30 calendar days' ’ prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue pay to pay Executive's Base Salary for , within the remainder 30-calendar-day period following his termination of employment but subject to Section 4.8(b) hereof, the Term or, if the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with the Company's regular payroll practices andFounder’s Retirement Payment. Company shall also, within 30 calendar days of such noticetermination, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's ’s employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which incentive award that Executive participatesreceives are achieved, Company shall pay Executive Executive, within the period in the following year that begins January 1 and ends March 15, an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such the year in which his employment is terminated and the denominator of which is 365. Upon termination of Executive's ’s employment pursuant to this Section, (ai) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (bii) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (iA) the later of 180 calendar days after the termination of Executive's ’s employment pursuant to this Section or the period following the termination of Executive's ’s employment for the reason set forth in this Section that disability as is set forth in the relevant stock option agreement, or (iiB) the scheduled expiration date of such option, (ciii) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreementagreement, (div) anything to the vesting of contrary in any other existing agreement or plan notwithstanding, all outstanding restricted shares granted to Executive that (A) are subject to vesting solely based on the passage of time and Executive’s continued employment shall be governed by become immediately vested, and (B) are subject to vesting based upon the performance of Company (however measured) shall remain restricted shares under the terms of the plan applicable Award and shall vest or other document pursuant to which they were issuedbe forfeited in whole or in part under the terms of such Award as if Executive’s employment had not terminated, and (ev) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, 36 months to continue to receive at the Company's ’s expense medical benefits coverage for Executive and Executive's his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's his spouse and dependents at the time of such termination. In the event of Executive’s death during such period, such coverage shall continue for the duration of such period for his spouse and dependents. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If Executive is becomes Disabled (as defined below) during the term of this Agreement, his employment shall terminate. For and during the entire period of such Disability, commencing with the onset of such Disability through the earlier of the date of cessation of such Disability or the date of Executive’s death, the Company shall pay to Executive (in lieu of its other obligations hereunder) an annual disability benefit of Three Hundred Thousand Dollars (US $300,000), to be paid in arrears in equal monthly installments. “Disabled” and “Disability” shall mean that Executive has been materially unable for any reason to perform totally disabled by injury or illness, mental or physical, as a result of which he is prevented from further performance of his duties hereunder for 120 days as Chairman and Chief Executive Officer of the Company, and that such disability is likely to be permanent and continuous during any period of 150 consecutive days, Company shall have the right to terminate Executive's employment upon 30 days' prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue to pay Executive's Base Salary for the remainder of Executive’s life. Any required determination as to whether Executive has become Disabled shall, in the Term orevent of a dispute, if be made by the remainder American Arbitration Association in Phoenix, Arizona. Once a determination is made, either by agreement of the Term parties or by the American Arbitration Association, that Executive is less than one yearDisabled or became Disabled during the term of the Agreement, for the disability benefits shall begin two (2) months after such determination; provided, however, that, to the extent Executive is a period Specified Employee at the time of 12 monthshis Separation From Service, periodically in accordance with the Company's regular payroll practices and, first six (6) months of payments to Executive of “nonqualified deferred compensation” (within 30 days the meaning of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etcSection 409A and determined by taking into account the applicable provisions of Section 5.k.) that have been fully earned by, but not yet postponed under the Six Month Delay Rule shall be accumulated and paid to, to Executive under this Agreement as on the first day of the date seventh month following the month of such terminationExecutive’s Separation From Service; and, provided further, that to the extent permissible under Section 409A, Executive’s disability benefits may begin sooner if Executive is also considered to be “disabled” under Section 409A and did not incur a Separation From Service for some other reason. The amount of Disability benefits hereunder shall be in addition to any disability payments or benefits Executive may be entitled to Executive under disability other Company sponsored insurance policies paid for by plans made available to its employees generally. Prior to his Separation From Service, the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's employment is terminated pursuant continue to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason as set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense3.

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 days during any period of 150 consecutive days, Company shall have the right to terminate Executive's employment upon 30 days' prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue to pay Executive's Base Salary for the remainder of the Term or, if the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with the Company's regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus incentive plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 calendar days during any period of 150 consecutive calendar days, Company shall have the right to terminate Executive's ’s employment (within the meaning of Section 4.7 hereof) upon 30 calendar days' ’ prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue to pay Executive's Base Salary for the remainder of the Term or, if the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with the Company's regular payroll practices andshall, within 30 calendar days of such noticetermination, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's ’s employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus incentive plan in which Executive participates, Company shall pay Executive Executive, within the period in the following year that begins January 1 and ends March 15, an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such the year in which his employment is terminated and the denominator of which is 365. Upon termination of Executive's ’s employment pursuant to this Section, (ai) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (bii) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (iA) the later of 180 calendar days after the termination of Executive's ’s employment pursuant to this Section or the period following the termination of Executive's ’s employment for the reason set forth in this Section that disability as is set forth in the relevant stock option agreement, or (iiB) the scheduled expiration date of such option, (ciii) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreementagreement, (div) with respect to restricted stock and restricted stock units granted prior to 2021, those awards will be treated in accordance with the applicable award agreement, (v) with respect to then outstanding restricted stock and restricted stock units granted during or after 2021: (A) those awards which are subject to vesting solely based on the passage of all restricted shares granted to Executive time and Executive’s continued employment shall be governed by the terms of the plan or other document pursuant to which they were issuedbecome immediately vested, and (eB) Executive those awards which are subject to vesting based upon performance (however measured) shall remain outstanding and shall vest or be entitled for forfeited, in whole or in part, based on actual performance through the balance end of the scheduled Term orapplicable performance period, if and (vi) the balance of Company will pay the Term is less than one year, applicable premium for a period of 12 months, to continue to receive at COBRA continuation coverage under the Company's expense ’s group medical benefits coverage plan for Executive and Executive's his covered spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time a period of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense18 months.

Disability of Executive. If the Executive is or has been materially unable for any reason to perform his duties hereunder for 120 days during any period by reason of 150 consecutive daysdisability as defined in the Company’s Long-Term Disability Plan (“Disability”), Company then the Board shall have the right to terminate the Executive's ’s employment upon 30 days' days prior written notice to the Executive at any time during the continuation of such inabilityDisability. In the event the Executive is terminated pursuant to this Section 4.2, in which event the Company shall not thereafter be obligated to continue to pay Executive's Base Salary for the remainder of the Term or, if the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with the Company's regular payroll practices and, within 30 days of such notice, shall pay make any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive further payments under this Agreement except for amounts accrued as of the date of such termination, and except that the Executive shall receive supplemental disability payments. Such supplemental disability payments shall be paid to the Executive after the Executive’s Separation from Service (as defined in Section 4.4) at the same time that disability payments are due to be paid to the Executive under the Company’s Long-Term Disability Plan and each such payment shall be equal to the excess of (a) the amount that would be payable under the Company’s Long-Term Disability Plan (disregarding any withholding) if the Executive elected a benefit of 50% of applicable pay and such plan did not limit the dollar amount of periodic payments thereunder, over (b) the amount that would be payable under the Company’s Long-Term Disability Plan (disregarding any withholding) if the Executive elected a benefit of 50% of applicable pay. The amount of payments to Executive under “Company’s Long-Term Disability Plan” shall mean the long-term disability insurance policies paid for plan maintained by the Company for employees generally; provided, however, that if the Company does not maintain such a long-term disability plan at the time of the Executive’s termination under this Section 4.2, or terminates such plan after the Executive’s termination of employment but before all disability payments have been paid to the Executive under the terms of such plan as in effect prior to its termination, (x) the “Company’s Long-Term Disability Plan” shall be credited against and shall reduce mean the Base Salary otherwise payable long-term disability plan most recently maintained by the Company following termination of employment. Iffor employees generally, for and (y) the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, determined under subsection (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall equal zero dollars ($0). Such supplemental disability payments shall be exercisable until payable from the earlier of (i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term Company’s general assets or, if the balance of the Term is less than one yearCompany so elects, for from a period of 12 months, to continue to receive at supplemental disability policy purchased by the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 days during any period In the event of 150 consecutive days, Company shall have the right to terminate termination of Executive's employment upon 30 days' prior written notice to Executive at any time during by reason of Executive's disability, as hereinafter defined, the continuation of such inability, in which event Company shall thereafter be obligated to continue to pay compensate Executive for the duration of the disability period or until Executive attains the age 65, whichever occurs first, at a rate equal to 70% of the sum of (x) Executive's Base Annual Salary for as in effect at the remainder time of the Term or, if disability and (y) the remainder greater of (i) the Term is less than one year, for a period of 12 months, periodically in accordance with average annual incentive payment earned by Executive under the Company's regular payroll practices and, within 30 days Executive Incentive Compensation Plan (or any successor plan) in respect of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as the three most recent complete fiscal years of the Company prior to the date of such terminationthe termination of Executive's employment or (ii) the target incentive bonus award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which the termination of Executive's employment occurs. The amount of payments Company may choose to secure insurance policies for this obligation and Executive agrees to submit to any medical examinations required to secure such insurance coverage. The Company shall also pay to Executive under disability insurance policies paid for by (i) an amount equal to 25% of Executive's Annual Salary as in effect at the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following date of termination of employment. If, payable in equal installments throughout the three-month period commencing on the date of the termination of employment, and (ii) a prorated bonus equal to the product of the Executive's target bonus under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is twelve less the number of calendar days Executive was employed full months remaining in such the fiscal year following the date of the termination of employment, and the denominator of which is 365. Upon twelve, payable not later than ten days following the termination of Executive's employment pursuant to this Sectionemployment. In addition, (a) each outstanding option granted to Executive before, on or after in the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier event of (i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination by reason of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreementdisability, or (ii) the scheduled expiration date of such option, (c) the exercise period of each ISO all equity compensation awards granted to Executive before, on or after the date hereof shall be governed by the terms Company (e.g., stock options and shares of the relevant ISO Agreement, (drestricted stock) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, immediately become fully vested and (e) fully exercisable. Executive shall be entitled for to the balance disability benefits provided by this Section if, by reason of the scheduled Term orphysical or mental impairment, if the balance he is incapable of the Term is less than one year, performing his duties hereunder for a period of 12 monthssix consecutive months or a total of nine months in any twelve-month period. Any dispute regarding the existence, the extent or the continuance of Executive's disability shall be resolved by the determination of a duly licensed and practicing physician selected by and mutually agreeable to continue to receive at both the Company's expense medical benefits coverage for Executive Company and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If Executive, in the reasonable opinion of a qualified physician jointly selected by Company and Executive is (or a representative of Executive) (a "Qualified Physician"), has been materially unable for any reason to perform his duties hereunder for 120 days during any a period of 150 180 consecutive daysdays by reason of physical or mental illness or disability ("Disability"), Company then the Board shall have the right to terminate Executive's employment upon 30 days' prior written notice to Executive at any time during the continuation of such inabilityDisability (a "Disability Termination"). Until a Disability Termination, in which he shall continue to receive his full Base Salary and other payments and benefits hereunder. In the event of a Disability Termination, Company shall not thereafter be obligated to continue make any further payments to pay Executive's Executive hereunder other than (a) Accrued Obligations, (b) the amount that is equal to (x) if such payments are taxable, then-current Base Salary for or, alternatively, (y) if such payments are not taxable, the remainder after tax equivalent of the Term orthen-current Base Salary, if in either case until December 31, 2001, and (c) Health Benefits (subject to continued contributions required by Executive for such benefits) to the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with extent permitted by the Company's regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of benefit plans and programs in effect on the date of such termination. The amount termination (and the life insurance set forth in Section 3.6(i)) for one (1) year following the Date of payments Termination; provided, that if Executive, his spouse or his dependents cannot continue to Executive under disability insurance policies paid for by participate in the Company programs providing Health Benefits, the Company shall be credited against pay or reimburse the premiums for a health care program for Executive, his spouse and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's employment his dependents that is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal substantially equivalent to the bonus that Company's then-current Health Benefits. Following December 31, 2001, Executive would have received had he been employed by Company for shall continue to be entitled to receive long-term disability benefits under the full year, multiplied by Company's long-term disability program in effect at such time to the extent Executive is eligible to receive such benefits. In the event of a fractionDisability Termination, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination vested portion of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof Company Stock Option shall be exercisable until the earlier later of (ia) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period one year following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such optiontermination and (b) December 31, (c) 2001, but in no event later than December 26, 2007, and the exercise period of each ISO granted Unit Shares shall be distributed to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, as promptly as practicable (dbut in no event later than 90 days) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of following such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 calendar days during any period of 150 consecutive calendar days, Company shall have the right to terminate Executive's ’s employment (within the meaning of Section 4.8 hereof) upon 30 calendar days' ’ prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue pay to pay Executive's , within the 30-calendar-day period following his termination of employment, a lump sum equal to (i) the greater of the amount of his Base Salary for computed through the remainder of the Term oror his Base Salary, if in either case minus (ii) any disability payments reasonably projected to be received by Executive from disability insurance policies paid for by Company during the longer of the remainder of the Term is less than one year, for a or 12 months following his termination of employment. Both the portion of the calculation in (i) of the preceding sentence and the portion of the calculation in (ii) of the preceding sentence shall be discounted from the dates that the Base Salary or disability payments (as applicable) would have been payable during the relevant period of 12 months, periodically following termination in accordance with the Company's ’s regular payroll practices andor in accordance with such disability insurance policies (as applicable) to present value on the date of payment. The discount rate shall be equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in The Wall Street Journal (the “WSJ”) on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published. Company shall also, within 30 calendar days of such noticetermination, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's ’s employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive Executive, within the period in the following year that begins January 1 and ends March 15, an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such the year in which his employment is terminated and the denominator of which is 365. Upon termination of Executive's ’s employment pursuant to this Section, (ai) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (bii) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (iA) the later of 180 calendar days after the termination of Executive's ’s employment pursuant to this Section or the period following the termination of Executive's ’s employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (iiB) the scheduled expiration date of such option, (ciii) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreementagreement, (div) anything to the vesting of contrary in any other existing agreement or plan notwithstanding, all outstanding restricted shares granted to Executive that (A) are subject to vesting solely based on the passage of time and Executive’s continued employment shall be governed by become immediately vested, and (B) are subject to vesting based upon the performance of Company (however measured) shall remain restricted shares under the terms of the plan applicable Award and shall vest or other document pursuant to which they were issuedbe forfeited in whole or in part under the terms of such Award as if Executive’s employment had not terminated, and (ev) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's ’s expense medical benefits coverage for Executive and Executive's his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 calendar days during any period of 150 consecutive calendar days, Company shall have the right to terminate (within the meaning of Section 4.8 hereof) Executive's ’s employment upon 30 calendar days' ’ prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue pay to pay Executive's , within the 30-calendar-day period following his termination of employment, a lump sum equal to (i) the greater of the amount of his Base Salary for computed through the remainder of the Term oror his Base Salary, if in either case minus (ii) any disability payments reasonably projected to be received by Executive from disability insurance policies paid for by Company during the longer of the remainder of the Term is less than one year, for a or 12 months following his termination of employment. Both the portion of the calculation in (i) of the preceding sentence and the portion of the calculation in (ii) of the preceding sentence shall be discounted from the dates that the Base Salary or disability payments (as applicable) would have been payable during the relevant period of 12 months, periodically following termination in accordance with the Company's ’s regular payroll practices andor in accordance with such disability insurance policies (as applicable) to present value on the date of payment. The discount rate shall be equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in The Wall Street Journal (the “WSJ”) on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published. Company shall also, within 30 calendar days of such noticetermination, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's ’s employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus incentive plan in which Executive participates, Company shall pay Executive Executive, within the period in the following year that begins January 1 and ends March 15, an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such the year in which his employment is terminated and the denominator of which is 365. Upon termination of Executive's ’s employment pursuant to this Section, (ai) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (bii) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (iA) the later of 180 calendar days after the termination of Executive's ’s employment pursuant to this Section or the period following the termination of Executive's ’s employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (iiB) the scheduled expiration date of such option, (ciii) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreementagreement, (div) anything to the vesting of contrary in any other existing agreement or plan notwithstanding, all outstanding restricted shares granted to Executive that (A) are subject to vesting solely based on the passage of time and Executive’s continued employment shall be governed by become immediately vested, and (B) are subject to vesting based upon the performance of Company (however measured) shall remain restricted shares under the terms of the plan applicable Award and shall vest or other document pursuant to which they were issuedbe forfeited in whole or in part under the terms of such Award as if Executive’s employment had not terminated, and (ev) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's ’s expense medical benefits coverage for Executive and Executive's his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's ’s spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 calendar days during any period of 150 consecutive calendar days, Company shall have the right to terminate Executive's ’s employment (within the meaning of Section 4.8 hereof) upon 30 calendar days' ’ prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue pay to pay Executive's , within the 30-calendar-day period following his termination of employment, a lump sum equal to (i) the greater of the amount of his Base Salary for computed through the remainder of the Term oror his Base Salary, if in either case minus (ii) any disability payments reasonably projected to be received by Executive from disability insurance policies paid for by Company during the longer of the remainder of the Term is less than one year, for a or 12 months following his termination of employment. Both the portion of the calculation in (i) of the preceding sentence and the portion of the calculation in (ii) of the preceding sentence shall be discounted from the dates that the Base Salary or disability payments (as applicable) would have been payable during the relevant period of 12 months, periodically following termination in accordance with the Company's ’s regular payroll practices andor in accordance with such disability insurance policies (as applicable) to present value on the date of payment. The discount rate shall be equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in The Wall Street Journal (the “WSJ”) on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published. Company shall also, within 30 calendar days of such noticetermination, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's ’s employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus incentive plan in which Executive participates, Company shall pay Executive Executive, within the period in the following year that begins January 1 and ends March 15, an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such the year in which his employment is terminated and the denominator of which is 365. Upon termination of Executive's ’s employment pursuant to this Section, (ai) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (bii) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (i) the later of 180 days after the termination of Executive's ’s employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option, (ciii) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreementagreement, (div) anything to the vesting of contrary in any other existing agreement or plan notwithstanding, all outstanding restricted shares granted to Executive that (A) are subject to vesting solely based on the passage of time and Executive’s continued employment shall be governed by become immediately vested, and (B) are subject to vesting based upon the performance of Company (however measured) shall remain restricted shares under the terms of the plan applicable Award and shall vest or other document pursuant to which they were issuedbe forfeited in whole or in part under the terms of such Award as if Executive’s employment had not terminated, and (ev) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's ’s expense medical benefits coverage for Executive and Executive's ’s spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 calendar days during any period of 150 consecutive calendar days, Company shall have the right to terminate Executive's ’s employment (within the meaning of Section 4.8 hereof) upon 30 calendar days' ’ prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue pay to pay Executive's , within the 30-calendar-day period following his termination of employment, a lump sum equal to (i) the greater of the amount of his Base Salary for computed through the remainder of the Term oror his Base Salary, if in either case minus (ii) any disability payments reasonably projected to be received by Executive from disability insurance policies paid for by Company during the longer of the remainder of the Term is less than one year, for a or 12 months following his termination of employment. Both the portion of the calculation in (i) of the preceding sentence and the portion of the calculation in (ii) of the preceding sentence shall be discounted from the dates that the Base Salary or disability payments (as applicable) would have been payable during the relevant period of 12 months, periodically following termination in accordance with the Company's ’s regular payroll practices andor in accordance with such disability insurance policies (as applicable) to present value on the date of payment. The discount rate shall be equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in The Wall Street Journal (the “WSJ”) on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published. Company shall also, within 30 calendar days of such noticetermination, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's ’s employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive Executive, within the period in the following year that begins January 1 and ends March 15, an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such the year in which his employment is terminated and the denominator of which is 365. Upon termination of Executive's ’s employment pursuant to this Section, (ai) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (bii) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (iA) the later of 180 calendar days after the termination of Executive's ’s employment pursuant to this Section or the period following the termination of Executive's ’s employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (iiB) the scheduled expiration date of such option, (ciii) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreementagreement, (div) anything to the vesting of contrary in any other existing agreement or plan notwithstanding, all outstanding restricted shares granted to Executive that (A) are subject to vesting solely based on the passage of time and Executive’s continued employment shall be governed by become immediately vested, and (B) are subject to vesting based upon the performance of Company (however measured) shall remain restricted shares under the terms of the plan applicable Award and shall vest or other document pursuant to which they were issuedbe forfeited in whole or in part under the terms of such Award as if Executive’s employment had not terminated, and (ev) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's ’s expense medical benefits coverage for Executive and Executive's his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's ’s spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 days during any period of 150 consecutive days, Company shall have the right to terminate Executive's employment upon 30 days' prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue to pay Executive's Base Salary for the remainder of the Term or, if the remainder of the Term is less than one yearthree years, for a period of 12 36 months, periodically in accordance with the Company's regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus incentive plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that disability as is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one yearthree years, for a period of 12 36 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 calendar days during any period of 150 consecutive calendar days, Company shall have the right to terminate (within the meaning of Section 4.8 hereof) Executive's ’s employment upon 30 calendar days' ’ prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue pay to pay Executive's , within the 30-calendar-day period following his termination of employment, a lump sum equal to (i) the greater of the amount of his Base Salary for computed through the remainder of the Term oror his Base Salary, if in either case minus (ii) any disability payments reasonably projected to be received by Executive from disability insurance policies paid for by Company during the longer of the remainder of the Term is less than one year, for a or 12 months following his termination of employment. Both the portion of the calculation in (i) of the preceding sentence and the portion of the calculation in (ii) of the preceding sentence shall be discounted from the dates that the Base Salary or disability payments (as applicable) would have been payable during the relevant period of 12 months, periodically following termination in accordance with the Company's ’s regular payroll practices andor in accordance with such disability insurance policies (as applicable) to present value on the date of payment. The discount rate shall be equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in The Wall Street Journal (the “WSJ”) on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published. Company shall also, within 30 calendar days of such noticetermination, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's ’s employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus incentive plan in which Executive participates, Company shall pay Executive Executive, within the period in the following year that begins January 1 and ends March 15, an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such the year in which his employment is terminated and the denominator of which is 365. Upon termination of Executive's ’s employment pursuant to this Section, (ai) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (bii) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (iA) the later of 180 calendar days after the termination of Executive's ’s employment pursuant to this Section or the period following the termination of Executive's ’s employment for the reason set forth in this Section that disability as is set forth in the relevant stock option agreement, or (iiB) the scheduled expiration date of such option, (ciii) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreementagreement, (div) anything to the vesting of contrary in any other existing agreement or plan notwithstanding, all outstanding restricted shares granted to Executive that (A) are subject to vesting solely based on the passage of time and Executive’s continued employment shall be governed by become immediately vested, and (B) are subject to vesting based upon the performance of Company (however measured) shall remain restricted shares under the terms of the plan applicable Award and shall vest or other document pursuant to which they were issuedbe forfeited in whole or in part under the terms of such Award as if Executive’s employment had not terminated, and (ev) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's ’s expense medical benefits coverage for Executive and Executive's his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 days during any period becomes Disabled (as defined below), then the Board of 150 consecutive days, Company Directors shall have the right to terminate Executive's ’s employment upon 30 days' ’ prior written notice to Executive at any time during the continuation of such inabilityDisability, in which event the Company shall not thereafter be obligated to continue to pay Executive's Base Salary for the remainder of the Term or, if the remainder of the Term is less make any further payments hereunder other than one year, for a period of 12 months, periodically in accordance with the Company's regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, due and payable to Executive under this Agreement as of the date of such termination. The amount If Executive timely elects to continue health insurance coverage for Executive and his eligible family members under COBRA after Executive’s termination of payments to Executive under disability insurance policies paid for by employment, the Company shall be credited against and shall reduce reimburse Executive, on the Base Salary otherwise payable by first regularly scheduled payroll date of each month during the Company following termination of employment. IfCOBRA Period (as defined below), for the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed percentage of Executive’s health care premium costs paid by the Company for as of the full year, multiplied by a fraction, date of Executive’s termination. “COBRA Period” means the numerator period beginning with the first day of which is the number calendar month following the date of calendar days Executive was employed in such year and the denominator of which is 365. Upon Executive’s termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, and ending on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, 18 months thereafter or (ii) the scheduled expiration date of such option, (c) the exercise period of each ISO granted Executive becomes eligible to Executive before, on or after the date hereof receive health benefits from a new employer. Nothing in this Agreement shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, require Company to continue to receive at pay any compensation to Executive for any period in which he is unable to perform his duties hereunder due to physical or mental illness in excess of the Company's expense medical benefits coverage ’s paid sick leave policy period (other than amounts due under any disability policy maintained by the Company). “Disability” of Executive or Executive becoming “Disabled” means that Executive is or has been materially unable to perform his duties for Executive and 180 consecutive days or for 180 days out of 360 consecutive days due to a physical or mental illness. Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents ’s Disability shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for determined in the COBRA coverage period following the expiration reasonable judgment of the periodBoard of Directors, provided, however, if anyExecutive does not agree with a determination to terminate his employment because of Disability, during which Company paid the question of Executive’s Disability shall be submitted to an impartial and reputable physician selected by a mutual agreement of the parties or if the parties cannot agree on such expensephysician, then each party shall select a physician who shall make a determination, and if those two physicians have different opinions, then the two physicians shall select a third physician and such third physician’s determination of Disability shall be binding on the parties.

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 calendar days during any period of 150 consecutive calendar days, Company shall have the right to terminate Executive's ’s employment (within the meaning of Section 4.8 hereof) upon 30 calendar days' ’ prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue pay to pay Executive's , within the 30-calendar-day period following his termination of employment, a lump sum equal to (i) three times his Base Salary minus (ii) any disability payments reasonably projected to be received by Executive from disability insurance policies paid for by Company during the remainder 36-month period following his termination of employment. Both the portion of the Term calculation in (i) of the preceding sentence and the portion of the calculation in (ii) of the preceding sentence shall be discounted from the dates that the Base Salary or disability payments (as applicable) would have been payable during the relevant period following termination in accordance with Company’s regular payroll practices or in accordance with such disability insurance policies (as applicable) to present value on the date of payment. The discount rate shall be equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in The Wall Street Journal (the “WSJ”) on the date of termination of employment or, if the remainder of WSJ is not published on such date, the Term first day following such termination on which the WSJ is less than one year, for a period of 12 months, periodically in accordance with the Company's regular payroll practices andpublished. Company shall also, within 30 calendar days of such noticetermination, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's ’s employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus incentive plan in which Executive participates, Company shall pay Executive Executive, within the period in the following year that begins January 1 and ends March 15, an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such the year in which his employment is terminated and the denominator of which is 365. Upon termination of Executive's ’s employment pursuant to this Section, (ai) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (bii) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (iA) the later of 180 calendar days after the termination of Executive's ’s employment pursuant to this Section or the period following the termination of Executive's ’s employment for the reason set forth in this Section that disability as is set forth in the relevant stock option agreement, or (iiB) the scheduled expiration date of such option, (ciii) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreementagreement, (div) anything to the vesting of contrary in any other existing agreement or plan notwithstanding, all outstanding restricted shares granted to Executive that (A) are subject to vesting solely based on the passage of time and Executive’s continued employment shall be governed by become immediately vested, and (B) are subject to vesting based upon the performance of Company (however measured) shall remain restricted shares under the terms of the plan applicable Award and shall vest or other document pursuant to which they were issuedbe forfeited in whole or in part under the terms of such Award as if Executive’s employment had not terminated, and (ev) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one yearthree years, for a period of 12 36 months, to continue to receive at the Company's ’s expense medical benefits coverage for Executive and Executive's his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 days during any period of 150 consecutive days, Company shall have the right to terminate Executive's employment upon 30 days' prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue to pay Executive's Base Salary for the remainder of the Term or, if the remainder of the Term is less than one yearthree years, for a period of 12 36 months, periodically in accordance with the Company's regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one yearthree years, for a period of 12 36 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.