Termination by the Company for Death; Disability or Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company due to Death as provided for in Subsection 6(a), a disability as provided for in Subsection 6(b), the Executive terminates his employment for Good Reason as provided for in Subsection 6(f), or the Company terminates the Executive’s employment without Cause, then the Company shall continue to pay the Executive his Base Salary and the Executive shall be eligible to participate in the Plans for sixty (60) months following the date of Executive’s termination, pay any pro-rata share of his Annual Cash Based Bonus that would have or could have been earned prior to the Date of Termination and pay the Executive his other Accrued Benefits. To the extent the Company is unable to provide coverage to the Executive under any of the Plans, Executive shall acquire private coverage for such benefits and Company shall reimburse Executive for the cost of purchasing such benefits throughout the balance of the Employment Period. Any outstanding stock option or other stock awards held by Executive as of the Date of Termination shall be subject to the terms of the applicable award agreements. Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Executive shall immediately accelerate and become fully exercisable or non-forfeitable as of the Date of Termination.
Termination by the Company for Death; Disability. If the Executive’s employment is terminated by the Company by reason of death or, subject to the requirements of applicable law, Disability, upon the Executive’s date of termination, no payments shall be due under this Agreement, except that the Executive (or in the event of the Executive’s death, the Executive’s executor, legal representative, administrator or designated beneficiary, as applicable), shall be paid the Accrued Obligations, and those provided under the Company’s long-term disability insurance plan or life insurance plan, as applicable.
