Common use of Termination for Executive’s Permanent Disability Clause in Contracts

Termination for Executive’s Permanent Disability. To the extent permissible under applicable law, in the event the Executive becomes permanently disabled during employment with the Company, the Company may terminate Executive’s employment under this Agreement by giving forty-five (45) days prior written notice to the Executive of its intent to terminate, and unless the Executive resumes performance of the duties set forth in Section 3 within forty-five (45) days of the date of the notice, Executive’s employment under this Agreement shall terminate at the end of such forty-five (45) day period. If the Executive’s employment is terminated pursuant to this Section 5(f), he shall be entitled to receive any Accrued Current Compensation, an aggregate amount equal to one-half of his then-current annual Total Cash Compensation as severance pay, and reimbursement in accordance with Company policy for any reimbursable expenses remaining due and owing that have not been reimbursed prior to his termination. For purposes of determining severance pursuant to this Section 5(f), the Total Cash Compensation shall be calculated based on the Executive’s current Base Salary as of the effective date of his termination, and the full Target Annual Bonus for the relevant year. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s employment is terminated because he becomes permanently disabled, except as otherwise provided in this Agreement, and shall be offset by amounts paid to the Executive under any disability insurance policy maintained or provided by the Company on the Executive. If the Executive’s employment is terminated pursuant to this Section 5(f), the vesting period shall be accelerated for all of Executive’s Award Shares awarded to Executive pursuant to any Plan, such that any then-unvested Award Shares awarded to Executive shall become fully vested effective immediately prior to the effective date of Executive’s termination of employment. For the purposes of this Agreement, “permanently disabled” means the inability, due to physical or mental ill health, to perform the essential functions of the Executive's job, with a reasonable accommodation, if applicable, for ninety (90) days during any one year of employment irrespective of whether such days are consecutive. The Executive acknowledges and agrees that the non-compete restrictions set forth in any Confidentiality Agreement will remain in full force and effect for the twelve (12) month period subsequent to his termination pursuant to this Section 5(f). Furthermore, the obligations imposed on the Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement, any Confidentiality Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties.

Termination for Executive’s Permanent Disability. To the extent permissible under applicable law, in the event the Executive becomes permanently disabled during employment with the Company, the Company may terminate Executive’s employment under this Agreement by giving forty-five thirty (4530) days prior written notice to the Executive of its intent to terminate, and unless the Executive resumes performance of the duties set forth in Section Paragraph 3 within forty-five (455) days of the date of the noticenotice and continues performance for the remainder of the notice period, Executive’s employment under this Agreement shall terminate at the end of such forty-five the thirty (4530) day period. If the Executive’s employment is terminated pursuant to this Section 5(f), he shall be entitled to receive any Accrued Current Compensation, an aggregate amount equal to one-half of his then-current annual Total Cash Compensation as severance pay, and reimbursement in accordance with Company policy "Permanently disabled" for any reimbursable expenses remaining due and owing that have not been reimbursed prior to his termination. For purposes of determining severance pursuant to this Section 5(f), the Total Cash Compensation shall be calculated based on the Executive’s current Base Salary as of the effective date of his termination, and the full Target Annual Bonus for the relevant year. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s employment is terminated because he becomes permanently disabled, except as otherwise provided in this Agreement, and shall be offset by amounts paid to the Executive under any disability insurance policy maintained or provided by the Company on the Executive. If the Executive’s employment is terminated pursuant to this Section 5(f), the vesting period shall be accelerated for all of Executive’s Award Shares awarded to Executive pursuant to any Plan, such that any then-unvested Award Shares awarded to Executive shall become fully vested effective immediately prior to the effective date of Executive’s termination of employment. For the purposes of this Agreement, “permanently disabled” Agreement means the inability, due to physical or mental ill health, to perform the essential functions of the Executive's job, with a reasonable accommodation, if applicable, for ninety (90) days during any one employment year of employment irrespective of whether such days are consecutive. In the event of any dispute under this paragraph 5(h), the Executive shall submit to a physical examination by a licensed physician mutually satisfactory to the Company and the Executive, the cost of such examination to be paid by the Company, and the determination of such physician shall be determinative. If the Executive's employment is terminated by the Company for Executive’s permanent disability in accordance with this section, the Executive shall continue to receive the Executive’s base salary and bonus, and the Company shall continue medical and dental benefits for the Executive and the Executive’s family, by paying the premium for health insurance continuation coverage under COBRA for the Executive and the Executive’s eligible family to the extent the Executive elects COBRA coverage (or continue to contribute the employer portion of the premium normally paid by the Company for its current employees), for the applicable Severance Period. The Severance Period shall consist of one hundred eighty (180) days from the date on which employment actually terminates pursuant to this paragraph 5(h). Notwithstanding the foregoing, the Executive shall only become eligible for a Severance Period if the Executive is terminated for permanent disability in accordance with this paragraph 5(h) at any time after Six (6) months from the date the Executive commenced employment under this Agreement. The Executive acknowledges and agrees that the non-compete restrictions set forth in any Confidentiality Section 7 of this Employment Agreement will remain in full force and effect for the twelve Severance Period. The sum, if any, payable to the Executive in respect of the Severance Period shall be payable in equal monthly installments on the Fifteenth (1215th) day of each month period subsequent to his termination pursuant to this Section 5(f)in the Severance Period. Furthermore, the obligations imposed on the Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement, any Confidentiality Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. The salary, bonus (if any) and health insurance benefits to be provided under this Section 5(h) are sometimes hereinafter referred to as "Termination Compensation." The Executive shall not be entitled to any Termination Compensation unless the Executive executes and delivers to the Company after a notice of termination a release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever under this Agreement, except for the Company's obligations with respect to the Termination Compensation, which release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of the Executive’s employment or the Executive’s rights in respect of the Executive’s vested stock options, if any. The parties hereto acknowledge that the Termination Compensation to be provided under this Section 5(h) is to be provided in consideration for the above-specified release. The Executive will not be entitled to and shall not receive any other compensation or benefits of any type following the effective date of termination, except such benefits as may be required to be extended under applicable state or Federal law.

Termination for Executive’s Permanent Disability. To the extent permissible under applicable law, in the event the Executive becomes permanently disabled during employment with the Company, the Company may terminate Executive’s employment under this Agreement by giving forty-five thirty (4530) days prior written notice to the Executive of its intent to terminate, and unless the Executive resumes performance of the duties set forth in Section Paragraph 3 within forty-five (455) days of the date of the noticenotice and continues performance for the remainder of the notice period, Executive’s employment under this Agreement shall terminate at the end of such forty-five the thirty (4530) day period. If the Executive’s employment is terminated pursuant to this Section 5(f), he shall be entitled to receive any Accrued Current Compensation, an aggregate amount equal to one-half of his then-current annual Total Cash Compensation as severance pay, and reimbursement in accordance with Company policy "Permanently disabled" for any reimbursable expenses remaining due and owing that have not been reimbursed prior to his termination. For purposes of determining severance pursuant to this Section 5(f), the Total Cash Compensation shall be calculated based on the Executive’s current Base Salary as of the effective date of his termination, and the full Target Annual Bonus for the relevant year. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s employment is terminated because he becomes permanently disabled, except as otherwise provided in this Agreement, and shall be offset by amounts paid to the Executive under any disability insurance policy maintained or provided by the Company on the Executive. If the Executive’s employment is terminated pursuant to this Section 5(f), the vesting period shall be accelerated for all of Executive’s Award Shares awarded to Executive pursuant to any Plan, such that any then-unvested Award Shares awarded to Executive shall become fully vested effective immediately prior to the effective date of Executive’s termination of employment. For the purposes of this Agreement, “permanently disabled” Agreement means the inability, due to physical or mental ill health, to perform the essential functions of the Executive's job, with a reasonable accommodation, if applicable, for ninety (90) days during any one employment year of employment irrespective of whether such days are consecutive. In the event of any dispute under this paragraph 5(g), the Executive shall submit to a physical examination by a licensed physician mutually satisfactory to the Company and the Executive, the cost of such examination to be paid by the Company, and the determination of such physician shall be conclusive. If the Executive's employment is terminated by the Company for Executive’s permanent disability in accordance with this section, the Executive shall continue to receive the Executive’s base salary and bonus, and the Company shall continue medical and dental benefits for the Executive and the Executive’s eligible family, by paying the premium for health insurance continuation coverage under COBRA for the Executive and the Executive’s eligible family to the extent the Executive elects COBRA coverage (or by continuing to contribute the employer portion of the premium normally paid by the Company for its current employees), for the applicable Severance Period. The Severance Period shall consist of ninety (90) days from the date on which employment actually terminates pursuant to this paragraph 5(g). Notwithstanding the foregoing, the Executive shall only become eligible for a Severance Period if the Executive is terminated for permanent disability in accordance with this paragraph 5(g) at any time after six (6) months from the date the Executive commenced employment under this Agreement. The Executive acknowledges and agrees that the non-compete restrictions set forth in any Confidentiality Section 7 of this Employment Agreement will remain in full force and effect for the twelve Severance Period. The sum, if any, payable to the Executive in respect of the Severance Period shall be payable in equal monthly installments on the fifteenth (1215th) day of each month period subsequent to his termination pursuant to this Section 5(f)in the Severance Period. Furthermore, the obligations imposed on the Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement, any Confidentiality Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. The salary, bonus (if any) and health insurance benefits to be provided under this Section 5(g) are sometimes hereinafter referred to as "Termination Compensation." The Executive shall not be entitled to any Termination Compensation unless the Executive executes and delivers to the Company after a notice of termination a general release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever including those under this Agreement, except for the Company's obligations with respect to the Termination Compensation, which general release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of the Executive’s employment or the Executive’s rights in respect of the Executive’s vested stock options, if any. The parties hereto acknowledge that the Termination Compensation to be provided under this Section 5(g) is to be provided in consideration for the general release. The Executive will not be entitled to and shall not receive any other compensation or benefits of any type following the effective date of termination, except such benefits as may be required to be extended under applicable State or Federal law.

Termination for Executive’s Permanent Disability. To the extent permissible under applicable law, in the event the Executive becomes permanently disabled during employment with the Company, the Company may terminate Executive’s employment under this Agreement by giving forty-five thirty (4530) days prior written notice to the Executive of its intent to terminate, and unless the Executive resumes performance of the duties set forth in Section Paragraph 3 within forty-five (455) days of the date of the noticenotice and continues performance for the remainder of the notice period, Executive’s employment under this Agreement shall terminate at the end of such forty-five the thirty (4530) day period. If the Executive’s employment is terminated pursuant to this Section 5(f), he shall be entitled to receive any Accrued Current Compensation, an aggregate amount equal to one-half of his then-current annual Total Cash Compensation as severance pay, and reimbursement in accordance with Company policy "Permanently disabled" for any reimbursable expenses remaining due and owing that have not been reimbursed prior to his termination. For purposes of determining severance pursuant to this Section 5(f), the Total Cash Compensation shall be calculated based on the Executive’s current Base Salary as of the effective date of his termination, and the full Target Annual Bonus for the relevant year. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s employment is terminated because he becomes permanently disabled, except as otherwise provided in this Agreement, and shall be offset by amounts paid to the Executive under any disability insurance policy maintained or provided by the Company on the Executive. If the Executive’s employment is terminated pursuant to this Section 5(f), the vesting period shall be accelerated for all of Executive’s Award Shares awarded to Executive pursuant to any Plan, such that any then-unvested Award Shares awarded to Executive shall become fully vested effective immediately prior to the effective date of Executive’s termination of employment. For the purposes of this Agreement, “permanently disabled” Agreement means the inability, due to physical or mental ill health, to perform the essential functions of the Executive's job, with a reasonable accommodation, if applicable, for ninety (90) days during any one employment year of employment irrespective of whether such days are consecutive. In the event of any dispute under this paragraph 5(h), the Executive shall submit to a physical examination by a licensed physician mutually satisfactory to the Company and the Executive, the cost of such examination to be paid by the Company, and the determination of such physician shall be determinative. If the Executive's employment is terminated by the Company for Executive’s permanent disability in accordance with this section, the Executive shall continue to receive the Executive’s base salary and bonus, and the Company shall continue medical and dental benefits for the Executive and the Executive’s family, by paying the premium for health insurance continuation coverage under COBRA for the Executive and the Executive’s eligible family to the extent the Executive elects COBRA coverage (or continue to contribute the employer portion of the premium normally paid by the Company for its current employees), for the applicable Severance Period. The Severance Period shall consist of one year from the date on which employment actually terminates pursuant to this paragraph 5(h). Notwithstanding the foregoing, the Executive shall only become eligible for a Severance Period if the Executive is terminated for permanent disability in accordance with this paragraph 5(h) at any time after Twelve (12) months from the date the Executive commenced employment under this Agreement. The Executive acknowledges and agrees that the non-compete restrictions set forth in any Confidentiality Section 7 of this Employment Agreement will remain in full force and effect for the twelve Severance Period. The sum, if any, payable to the Executive in respect of the Severance Period shall be payable in equal monthly installments on the Fifteenth (1215th) day of each month period subsequent to his termination pursuant to this Section 5(f)in the Severance Period. Furthermore, the obligations imposed on the Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement, any Confidentiality Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. The salary, bonus (if any) and health insurance benefits to be provided under this Section 5(h) are sometimes hereinafter referred to as "Termination Compensation." The Executive shall not be entitled to any Termination Compensation unless the Executive executes and delivers to the Company after a notice of termination a release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever under this Agreement, except for the Company's obligations with respect to the Termination Compensation, which release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of the Executive’s employment or the Executive’s rights in respect of the Executive’s vested stock options, if any. The parties hereto acknowledge that the Termination Compensation to be provided under this Section 5(h) is to be provided in consideration for the above-specified release. The Executive will not be entitled to and shall not receive any other compensation or benefits of any type following the effective date of termination, except such benefits as may be required to be extended under applicable state or Federal law.

Termination for Executive’s Permanent Disability. To the extent permissible under applicable law, in the event the Executive becomes permanently disabled during employment with the Company, the Company may terminate Executive’s employment under this Agreement by giving forty-five thirty (4530) days prior written notice to the Executive of its intent to terminate, and unless the Executive resumes performance of the duties set forth in Section Paragraph 3 within forty-five (455) days of the date of the noticenotice and continues performance for the remainder of the notice period, Executive’s employment under this Agreement shall terminate at the end of such forty-five the thirty (4530) day period. If the Executive’s employment is terminated pursuant to this Section 5(f), he shall be entitled to receive any Accrued Current Compensation, an aggregate amount equal to one-half of his then-current annual Total Cash Compensation as severance pay, and reimbursement in accordance with Company policy "Permanently disabled" for any reimbursable expenses remaining due and owing that have not been reimbursed prior to his termination. For purposes of determining severance pursuant to this Section 5(f), the Total Cash Compensation shall be calculated based on the Executive’s current Base Salary as of the effective date of his termination, and the full Target Annual Bonus for the relevant year. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s employment is terminated because he becomes permanently disabled, except as otherwise provided in this Agreement, and shall be offset by amounts paid to the Executive under any disability insurance policy maintained or provided by the Company on the Executive. If the Executive’s employment is terminated pursuant to this Section 5(f), the vesting period shall be accelerated for all of Executive’s Award Shares awarded to Executive pursuant to any Plan, such that any then-unvested Award Shares awarded to Executive shall become fully vested effective immediately prior to the effective date of Executive’s termination of employment. For the purposes of this Agreement, “permanently disabled” Agreement means the inability, due to physical or mental ill health, to perform the essential functions of the Executive's job, with or without a reasonable accommodation, if applicable, for ninety (90) days during any one employment year of employment irrespective of whether such days are consecutive. In the event of any dispute under this paragraph 5(f), the Executive shall submit to a physical examination by a licensed physician mutually satisfactory to the Company and the Executive, the cost of such examination to be paid by the Company, and the determination of such physician shall be determinative. If the Executive's employment is terminated by the Company for Executive’s permanent disability in accordance with this section, the Executive shall continue to receive the Executive’s base salary and bonus, and the Company shall continue medical and dental benefits for the Executive and the Executive’s family, by paying the premium for health insurance continuation coverage under COBRA for the Executive and the Executive’s eligible family to the extent the Executive elects COBRA coverage (or continue to contribute the employer portion of the premium normally paid by the Company for its current employees), for the applicable Severance Period. The Severance Period shall consist of one hundred eighty (180) days from the date on which employment actually terminates pursuant to this paragraph 5(f). Notwithstanding the foregoing, the Executive shall only become eligible for a Severance Period if the Executive is terminated for permanent disability in accordance with this paragraph 5(f) at any time after Six (6) months from the date the Executive commenced employment under this Agreement. The Executive acknowledges and agrees that the non-compete restrictions set forth in any Confidentiality Section 7 of this Employment Agreement will remain in full force and effect for the twelve Severance Period. The sum, if any, payable to the Executive in respect of the Severance Period shall be payable in equal monthly installments on the Fifteenth (1215th) day of each month period subsequent to his termination pursuant to this Section 5(f)in the Severance Period. Furthermore, the obligations imposed on the Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement, any Confidentiality Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. The salary, bonus (if any) and health insurance benefits to be provided under this Section 5(f) are sometimes hereinafter referred to as "Termination Compensation." The Executive shall not be entitled to any Termination Compensation unless the Executive executes and delivers to the Company after a notice of termination a release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever under this Agreement, except for the Company's obligations with respect to the Termination Compensation, which release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of the Executive’s employment or the Executive’s rights in respect of the Executive’s vested stock options, if any. The parties hereto acknowledge that the Termination Compensation to be provided under this Section 5(f) is to be provided in consideration for the above-specified release. The Executive will not be entitled to and shall not receive any other compensation or benefits of any type following the effective date of termination, except such benefits as may be required to be extended under applicable state or Federal law.

Termination for Executive’s Permanent Disability. To the extent permissible under applicable law, in the event the Executive becomes permanently disabled during employment with the Company, the Company may terminate Executive’s employment under this Agreement by giving forty-five (45) days prior written notice to the Executive of its intent to terminate, and unless the Executive resumes performance of the duties set forth in Section 3 within forty-five (45) days of the date of the notice, Executive’s employment under this Agreement shall terminate at the end of such forty-five (45) day period. If the Executive’s employment is terminated pursuant to this Section 5(f), he shall be entitled to receive (i) any Accrued Current Compensation, (ii) an aggregate amount equal to one-half the product of his Executive’s then-current annual Total Cash Compensation as severance payBase Salary, expressed on a per diem basis, multiplied by the greater of one hundred eighty (180) or the number of days measured from the date of termination of employment to the Expiration Date, and reimbursement in accordance with Company policy for any reimbursable expenses remaining due and owing that have not been reimbursed prior (iii) an amount equal to his termination. For purposes the product of determining severance pursuant to this Section 5(f), the Total Cash Compensation shall be calculated based on the fifty percent (50%) of Executive’s current Base Salary as of the effective date of his termination, and the full Target Annual Bonus for the relevant yearyear in which Executive’s termination of employment occurs multiplied by the greater of one (1) or such fraction the numerator of which is the number of days measured from the date termination of employment occurs to the Expiration Date and the denominator of which is 365. This severance pay The amounts set forth in clauses (ii) and (iii) of the immediately precedingsentence shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s employment is terminated because he becomes permanently disabled, except as otherwise provided in this Agreement, and shall be offset by amounts paid to the Executive under any disability insurance policy maintained or provided by the Company on the Executive. If the Executive’s employment is terminated pursuant to this Section 5(f), the 5(f),the vesting period shall be accelerated for all of Executive’s Award Shares awarded to Executive pursuant to any Plan, such that any then-unvested Award Shares awarded to Executive shall become fully vested effective immediately prior to the effective date of Executive’s termination of employment. Further, upon the Executive’s termination of employment, the Executive shall be reimbursed in accordance with Company policy for any reimbursable expenses remaining due and owing that have not been reimbursed prior to his termination. For the purposes of this Agreement, “permanently disabled” means the inability, due to physical or mental ill health, to perform the essential functions of the Executive's job, with a reasonable accommodation, if applicable, for ninety (90) days during any one year of employment irrespective of whether such days are consecutive. The Executive acknowledges and agrees that the non-compete restrictions set forth in any Confidentiality Agreement will remain in full force and effect for the twelve (12) month period subsequent to his termination pursuant to this Section 5(f). Furthermore, the obligations imposed on the Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement, any Confidentiality Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties.

Termination for Executive’s Permanent Disability. To the extent permissible under applicable law, in the event the Executive becomes permanently disabled during employment with the Company, the Company may terminate Executive’s employment under this Agreement by giving forty-five thirty (4530) days prior written notice to the Executive of its intent to terminate, and unless the Executive resumes performance of the duties set forth in Section Paragraph 3 within forty-five (455) days of the date of the noticenotice and continues performance for the remainder of the notice period, Executive’s employment under this Agreement shall terminate at the end of such forty-five the thirty (4530) day period. If the Executive’s employment is terminated pursuant to this Section 5(f), he shall be entitled to receive any Accrued Current Compensation, an aggregate amount equal to one-half of his then-current annual Total Cash Compensation as severance pay, and reimbursement in accordance with Company policy "Permanently disabled" for any reimbursable expenses remaining due and owing that have not been reimbursed prior to his termination. For purposes of determining severance pursuant to this Section 5(f), the Total Cash Compensation shall be calculated based on the Executive’s current Base Salary as of the effective date of his termination, and the full Target Annual Bonus for the relevant year. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s employment is terminated because he becomes permanently disabled, except as otherwise provided in this Agreement, and shall be offset by amounts paid to the Executive under any disability insurance policy maintained or provided by the Company on the Executive. If the Executive’s employment is terminated pursuant to this Section 5(f), the vesting period shall be accelerated for all of Executive’s Award Shares awarded to Executive pursuant to any Plan, such that any then-unvested Award Shares awarded to Executive shall become fully vested effective immediately prior to the effective date of Executive’s termination of employment. For the purposes of this Agreement, “permanently disabled” Agreement means the inability, due to physical or mental ill health, to perform the essential functions of the Executive's job, with a reasonable accommodation, if applicable, for ninety (90) days during any one employment year of employment irrespective of whether such days are consecutive. In the event of any dispute under this paragraph 5(g), the Executive shall submit to a physical examination by a licensed physician mutually satisfactory to the Company and the Executive, the cost of such examination to be paid by the Company, and the determination of such physician shall be conclusive. If the Executive's employment is terminated by the Company for Executive’s permanent disability in accordance with this section, the Executive shall continue to receive the Executive’s base salary and bonus, and the Company shall continue medical and dental benefits for the Executive and the Executive’s eligible family, by paying the premium for health insurance continuation coverage under COBRA for the Executive and the Executive’s eligible family to the extent the Executive elects COBRA coverage (or by continuing to contribute the employer portion of the premium normally paid by the Company for its current employees), for the applicable Severance Period. The Severance Period shall consist of ninety (90) days from the date on which employment actually terminates pursuant to this paragraph 5(g). Notwithstanding the foregoing, the Executive shall only become eligible for a Severance Period if the Executive is terminated for permanent disability in accordance with this paragraph 5(g) at any time after three (3) months from the date the Executive commenced employment under this Agreement. The Executive acknowledges and agrees that the non-compete restrictions set forth in any Confidentiality Section 7 of this Employment Agreement will remain in full force and effect for the twelve Severance Period. The sum, if any, payable to the Executive in respect of the Severance Period shall be payable in equal monthly installments on the fifteenth (1215th) day of each month period subsequent to his termination pursuant to this Section 5(f)in the Severance Period. Furthermore, the obligations imposed on the Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement, any Confidentiality Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. The salary, bonus (if any) and health insurance benefits to be provided under this Section 5(g) are sometimes hereinafter referred to as "Termination Compensation." The Executive shall not be entitled to any Termination Compensation unless the Executive executes and delivers to the Company after a notice of termination a general release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever including those under this Agreement, except for the Company's obligations with respect to the Termination Compensation, which general release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of the Executive’s employment or the Executive’s rights in respect of the Executive’s vested stock options, if any. The parties hereto acknowledge that the Termination Compensation to be provided under this Section 5(g) is to be provided in consideration for the general release. The Executive will not be entitled to and shall not receive any other compensation or benefits of any type following the effective date of termination, except such benefits as may be required to be extended under applicable State or Federal law.