Common use of Upon Death or Disability Clause in Contracts

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the Board, is unable materially and competently to perform his duties hereunder for a period of 150 consecutive days or for 180 days during any twelve month period during the Term (a “Disability”), the Executive’s employment with the Company shall automatically be terminated. In order to assist the Board in making that determination, the Executive shall, as reasonably requested by the Board, (a) make himself available for medical examinations by one or more physicians chosen by the Board and (b) grant to the Board and any such physicians access to all relevant medical information concerning him, arrange to furnish copies of his medical records to the Board and use his best efforts to cause his own physicians to be available to discuss his health with the Board. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or any other payments, or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination) or otherwise; provided, however, the Company shall (a) pay to the Executive, or the Executive’s legal representative, pursuant to its Payroll Policies (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored or statutory disability insurance policy as and if in effect at the date of termination) through the date of termination, (ii) any Cash Bonus that had been earned in the preceding fiscal year but has not been paid as of the date of the Executive’s termination due to Disability or death, and (iii) an amount equal to the product of the amount of the Cash Bonus to which the Executive would have received under Section 5.2 in respect of the fiscal year during which his employment terminated had he remained employed for the entire fiscal year and a fraction, the numerator of which equals of the number of days elapsed during such fiscal year through the date of termination and the denominator of which equals 365, which amount shall be paid as provided in Section 5.2 and (b) in the case of termination of employment for Disability, continue to provide to the Executive for a period of two (2) years following the date of such termination, all group health benefits that the Executive was receiving at the date of termination under Section 5.4, to the maximum extent permissible under such plans or applicable law, and, to the extent permitted by applicable law, any period of extended health coverage provided hereunder to the Executive shall be credited against (and shall not extend) the maximum COBRA coverage period. 6.2.

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the Board, is unable materially substantially and competently to perform his duties hereunder for a period of 150 ninety (90) consecutive days or for 180 ninety (90) non-consecutive days during any twelve six (6) month period during the Term (a “Disability”), the Company may terminate the Executive’s employment with the Company shall automatically be terminatedhereunder. In order to assist the Board in making that determination, the Executive shall, as reasonably requested by the Board, (a) make himself available for medical examinations by one or more physicians chosen by the Board and (b) grant to the Board and any such physicians access to all relevant medical information concerning himhis, arrange to furnish copies of his medical records to the Board and use his best efforts to cause his own physicians to be available to discuss his health with the Board. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or any other payments, payments or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination) or otherwise; ), provided, however, the Company shall (a) pay to the Executive, or the Executive’s legal representative, pursuant to its Payroll Policies (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored or statutory long-term disability insurance policy for senior executives as and if in effect at the date of termination) through in accordance with the Payroll Policies for a period of three (3) months following the date of such termination, ; (ii) any Cash Bonus that had been earned in the preceding fiscal year but has not been paid as of the date of the Executive’s termination due to Disability or death, and (iii) an amount equal to the product of a pro rata annual bonus based on the amount of the Cash Bonus to which the Executive that would have received been otherwise payable under Section 5.2 in respect of the fiscal year during which his employment terminated had he remained employed for the entire fiscal year 5.3 above and a fraction, the numerator of which equals of the number of days elapsed the Executive was employed during such fiscal year through the date of termination applicable year, and paid at the denominator of which equals 365time specified in, which amount shall be paid as provided in Section 5.2 5.3 above; and (biii) in the case of termination of employment for Disability, continue to provide to the Executive for a period of two (2) years following the date of maximum extent permissible under such terminationplans, all group health employee benefits specified in Section 5.7 that the Executive was receiving at the date of termination under Section 5.4for a period of six (6) months after the date of such termination, provided further, however, the Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the maximum extent permissible under such plans Company’s senior executives, officers or applicable law, and, to the extent permitted by applicable law, any period of extended health coverage provided hereunder to the Executive shall be credited against (and shall not extend) the maximum COBRA coverage period. 6.2other employees.

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the BoardCompany, is unable materially substantially and competently to perform his duties hereunder for a period of 150 ninety (90) consecutive days or for 180 ninety (90) non-consecutive days during any twelve six (6) month period during the Term (a “Disability”), the Company may terminate the Executive’s employment with the Company shall automatically be terminatedhereunder. In order to assist the Board Company in making that determination, the Executive shall, as reasonably requested by the BoardCompany, (a) make himself available for medical examinations by one or more physicians chosen by the Board Company and (b) grant to the Board Company and any such physicians access to all relevant medical information concerning himhis, arrange to furnish copies of his medical records to the Board Company and use his best efforts to cause his own physicians to be available to discuss his health with the BoardCompany. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or any other payments, payments or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination) or otherwise; ), provided, however, the Company shall (a) pay to the Executive, or the Executive’s legal representative, pursuant to its Payroll Policies (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored or statutory long-term disability insurance policy for senior executives as and if in effect at the date of termination) through in accordance with the Payroll Policies for a period of three (3) months following the date of such termination, ; (ii) any Cash Bonus that had been earned in the preceding fiscal year but has not been paid as of the date of the Executive’s termination due to Disability or death, and (iii) an amount equal to the product of a pro rata annual bonus based on the amount of the Cash Bonus to which the Executive that would have received been otherwise payable under Section 5.2 in respect of the fiscal year during which his employment terminated had he remained employed for the entire fiscal year above and a fraction, the numerator of which equals of the number of days elapsed the Executive was employed during such fiscal year through the date of termination applicable year, and paid at the denominator of which equals 365time specified in, which amount shall be paid as provided in Section 5.2 above; and (biii) in the case of termination of employment for Disability, continue to provide to the Executive for a period of two (2) years following the date of maximum extent permissible under such terminationplans, all group health employee benefits specified in Section 5.6 that the Executive was receiving at the date of termination under Section 5.4for a period of six (6) months after the date of such termination, provided further, however, the Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the maximum extent permissible under such plans Company’s senior executives, officers or applicable law, and, to the extent permitted by applicable law, any period of extended health coverage provided hereunder to the Executive shall be credited against (and shall not extend) the maximum COBRA coverage period. 6.2other employees.

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the Board, is unable materially and competently to perform his her duties hereunder (with or without reasonable accommodation) for a period of 150 consecutive days or for 180 days twenty-six (26) weeks during any twelve (12) month period during the Term (a “Disability”), the Company may terminate the Executive’s employment with the Company shall automatically be terminatedhereunder. In order to assist the Board in making that determination, the Executive shall, as reasonably requested by the Board, (a) make himself herself available for medical examinations by one or more physicians chosen by the Board and reasonably acceptable to the Executive and (b) to the extent reasonably necessary to make such determination, grant to the Board and any such physicians access to all relevant medical information concerning himher, arrange to furnish copies of his her medical records to the Board and use his her best efforts to cause his her own physicians to be available to discuss his her health with the BoardBoard and the Board will keep such records and information confidential except as reasonably necessary to make such determination. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his her death. Upon If the Executive’s employment is terminated on account of the Executive’s Disability or death, the Executive shall be entitled to receive: (A) the Base Salary through the date of termination; (B) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Section 5.4; (C) such employee benefits, if any, as to which the Executive may be entitled under the employee benefit plans of the Company as of the date of such termination pursuant to the terms thereof (the amounts described in clauses (A) through (C) hereof being referred to as the “Accrued Rights”); and (D) any bonus earned, but unpaid, as of the date of termination for the immediately preceding fiscal year (“Accrued Bonus”). In addition, if the Executive’s employment is terminated on account of the Executive’s Disability or death, the Company shall not be obligated to make any salary, bonus or any other payments, or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination) or otherwise; provided, however, the Company shall (a) will pay to the Executive, Executive or the Executive’s legal representative, pursuant to its Payroll Policies (i) representative the Base Salary for twelve (12) months, less any amounts that received by the Executive may receive pursuant to any under the Company-sponsored or statutory ’s disability insurance policy as and policies, if applicable. Such payments will be made in effect at equal installments in accordance with the date of Payroll Policies for twelve (12) months following such termination) through the date of termination. The Executive will also, (ii) any Cash Bonus that had been earned in the preceding fiscal year but has not been paid as of the date of the Executive’s termination due to Disability or death, and (iii) an amount equal to the product of the amount of the Cash Bonus to which the Executive would have received under Section 5.2 in respect of the fiscal year during which his employment terminated had he remained employed for the entire fiscal year and a fraction, the numerator of which equals of the number of days elapsed during such fiscal year through the date of termination and the denominator of which equals 365, which amount shall be paid as provided in Section 5.2 and (b) in the case of a termination of employment for Disability, continue be entitled to provide health insurance coverage to the Executive extent permissible under the Company’s health insurance plans (as in existence and as may be amended, modified or terminated by the Company from time to time), for a period of two twelve (212) years months following the date of such termination. Following such termination of the Executive’s employment on account of the Executive’s Disability or upon the Executive’s death, all group health benefits that the Executive was receiving at the date of termination under Section 5.4, to the maximum extent permissible under such plans or applicable law, and, to the extent permitted by applicable law, any period of extended health coverage provided hereunder to the Executive shall be credited against (and shall not extend) have no further rights to any compensation or any other benefits with respect to her employment with the maximum COBRA coverage period. 6.2Company except as set forth in this Section 6.1.

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the Board, is unable materially and competently to perform his her duties hereunder (with or without reasonable accommodation) for a period of 150 consecutive days or for 180 days 26 weeks during any twelve (12) month period during the Term (a “Disability”), the Company may terminate the Executive’s employment with the Company shall automatically be terminatedhereunder. In order to assist the Board in making that determination, the Executive shall, as reasonably requested by the Board, (a) make himself herself available for medical examinations by one or more physicians chosen by the Board and reasonably acceptable to the Executive and (b) to the extent reasonably necessary to make such determination, grant to the Board and any such physicians access to all relevant medical information concerning himher, arrange to furnish copies of his her medical records to the Board and use his her best efforts to cause his her own physicians to be available to discuss his her health with the BoardBoard and the Board will keep such records and information confidential except as reasonably necessary to make such determination. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his her death. Upon If the Executive’s employment is terminated on account of the Executive’s Disability or death, the Executive shall be entitled to receive: (A) the Base Salary through the date of termination; (B) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Section 5.3; (C) such employee benefits, if any, as to which the Executive may be entitled under the employee benefit plans of the Company as of the date of such termination pursuant to the terms thereof (the amounts described in clauses (A) through (C) hereof being referred to as the “Accrued Rights”); and (D) any bonus earned, but unpaid, as of the date of termination for the immediately preceding fiscal year (“ Accrued Bonus”). In addition, if the Executive’s employment is terminated on account of the Executive’s Disability or death, the Company shall not be obligated to make any salary, bonus or any other payments, or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination) or otherwise; provided, however, the Company shall (a) will pay to the Executive, Executive or the Executive’s legal representative, pursuant to its Payroll Policies (i) representative the Base Salary (for 12 months, less any amounts that received by the Executive may receive pursuant to any under the Company-sponsored or statutory ’s disability insurance policy as and policies, if applicable. Such payments will be made in effect at equal installments in accordance with the date of Payroll Policies for 12 months following such termination) through the date of termination. The Executive will also, (ii) any Cash Bonus that had been earned in the preceding fiscal year but has not been paid as of the date of the Executive’s termination due to Disability or death, and (iii) an amount equal to the product of the amount of the Cash Bonus to which the Executive would have received under Section 5.2 in respect of the fiscal year during which his employment terminated had he remained employed for the entire fiscal year and a fraction, the numerator of which equals of the number of days elapsed during such fiscal year through the date of termination and the denominator of which equals 365, which amount shall be paid as provided in Section 5.2 and (b) in the case of a termination of employment for Disability, continue be entitled to provide health insurance coverage to the Executive extent permissible under the Company’s health insurance plans (as in existence and as may be amended, modified or terminated by the Company from time to time), for a period of two (2) years 12 months following the date of such termination. Following such termination of the Executive’s employment on account of the Executive’s Disability or upon the Executive’s death, all group health benefits that the Executive was receiving at the date of termination under Section 5.4, to the maximum extent permissible under such plans or applicable law, and, to the extent permitted by applicable law, any period of extended health coverage provided hereunder to the Executive shall be credited against (and shall not extend) have no further rights to any compensation or any other benefits with respect to her employment with the maximum COBRA coverage period. 6.2Company except as set forth in this Section 6.1.

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the BoardCompany, is unable materially substantially and competently to perform his duties hereunder despite good faith efforts to accommodate the disability for a period of 150 ninety (90) consecutive days or for 180 ninety (90) non-consecutive days during any twelve six (6) month period during the Term (a “Disability”), the Company may terminate the Executive’s employment with the Company shall automatically be terminatedhereunder. In order to assist the Board Company in making that determination, the Executive shall, as reasonably requested by the BoardCompany, (a) make himself available for medical examinations by one or more physicians chosen by the Board Company and (b) grant to the Board Company and any such physicians access to all relevant medical information concerning himhis, arrange to furnish copies of his medical records to the Board Company and use his best efforts to cause his own physicians to be available to discuss his health with the BoardCompany. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or any other payments, payments or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination) or otherwise; ), provided, however, the Company shall (a) pay to the Executive, or the Executive’s legal representative, pursuant to its Payroll Policies (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored or statutory long-term disability insurance policy for senior executives as and if in effect at the date of termination) through in accordance with the Payroll Policies for a period of three (3) months following the date of such termination, ; (ii) any Cash Bonus that had been earned in the preceding fiscal year but has not been paid as of the date of the Executive’s termination due to Disability or death, and (iii) an amount equal to the product of a pro rata annual bonus based on the amount of the Cash Bonus to which the Executive that would have received been otherwise payable under Section 5.2 in respect of the fiscal year during which his employment terminated had he remained employed for the entire fiscal year 5.3 above and a fraction, the numerator of which equals of the number of days elapsed the Executive was employed during such fiscal year through the date of termination applicable year, and paid at the denominator of which equals 365time specified in, which amount shall be paid as provided in Section 5.2 5.3 above; and (biii) in the case of termination of employment for Disability, continue to provide to the Executive for a period of two (2) years following the date of maximum extent permissible under such terminationplans, all group health employee benefits specified in Section 5.7 that the Executive was receiving at the date of termination under Section 5.4for a period of six (6) months after the date of such termination, provided further, however, the Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the maximum extent permissible under such plans Company’s senior executives, officers or applicable law, and, to the extent permitted by applicable law, any period of extended health coverage provided hereunder to the Executive shall be credited against (and shall not extend) the maximum COBRA coverage period. 6.2other employees.

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the BoardCompany, is unable materially substantially and competently to perform his duties hereunder for a period of 150 ninety (90) consecutive days or for 180 ninety (90) non-consecutive days during any twelve six (6) month period during the Term (a “Disability”), the Company may terminate the Executive’s employment with the Company shall automatically be terminatedhereunder. In order to assist the Board Company in making that determination, the Executive shall, as reasonably requested by the BoardCompany, (a) make himself available for medical examinations by one or more physicians chosen by the Board Company and (b) grant to the Board Company and any such physicians access to all relevant medical information concerning himhis, arrange to furnish copies of his medical records to the Board Company and use his best efforts to cause his own physicians to be available to discuss his health with the BoardCompany. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or any other payments, payments or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination) or otherwise; ), provided, however, the Company shall (a) pay to the Executive, or the Executive’s legal representative, pursuant to its Payroll Policies (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored or statutory long-term disability insurance policy for senior executives as and if in effect at the date of termination) through in accordance with the Payroll Policies for a period of three (3) months following the date of such termination, ; (ii) any Cash Bonus that had been earned in the preceding fiscal year but has not been paid as of the date of the Executive’s termination due to Disability or death, and (iii) an amount equal to the product of a pro rata annual bonus based on the amount of the Cash Bonus to which the Executive that would have received been otherwise payable under Section 5.2 in respect of the fiscal year during which his employment terminated had he remained employed for the entire fiscal year 5.3 above and a fraction, the numerator of which equals of the number of days elapsed the Executive was employed during such fiscal year through the date of termination applicable year, and paid at the denominator of which equals 365time specified in, which amount shall be paid as provided in Section 5.2 5.3 above; and (biii) in the case of termination of employment for Disability, continue to provide to the Executive for a period of two (2) years following the date of maximum extent permissible under such terminationplans, all group health employee benefits specified in Section 5.7 that the Executive was receiving at the date of termination under Section 5.4for a period of six (6) months after the date of such termination, provided further, however, the Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the maximum extent permissible under such plans Company’s senior executives, officers or applicable law, and, to the extent permitted by applicable law, any period of extended health coverage provided hereunder to the Executive shall be credited against (and shall not extend) the maximum COBRA coverage period. 6.2other employees.

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the BoardCompany, is unable materially substantially and competently to perform his duties hereunder for a period of 150 ninety (90) consecutive days or for 180 ninety (90) non-consecutive days during any twelve six (6) month period during the Term (a “Disability”), the Company may terminate the Executive’s employment with the Company shall automatically be terminatedhereunder. In order to assist the Board Company in making that determination, the Executive shall, as reasonably requested by the BoardCompany, (a) make himself available for medical examinations by one or more physicians chosen by the Board Company and (b) grant to the Board Company and any such physicians access to all relevant medical information concerning himhis, arrange to furnish copies of his medical records to the Board Company and use his best reasonable efforts to cause his own physicians to be available to discuss his health with the BoardCompany. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or any other payments, payments or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination) or otherwise; ), provided, however, the Company shall (a) pay to the Executive, or the Executive’s legal representative, pursuant to its Payroll Policies (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored or statutory long-term disability insurance policy for senior executives as and if in effect at the date of termination) through in accordance with the Payroll Policies for a period of six (6) months following the date of such termination, ; (ii) any Cash Bonus that had been earned in the preceding fiscal year but has not been paid as of the date of the Executive’s termination due to Disability or death, and (iii) an amount equal to the product of a pro rata annual bonus based on the amount of the Cash Bonus to which the Executive that would have received been otherwise payable under Section 5.2 in respect of the fiscal year during which his employment terminated had he remained employed for the entire fiscal year above and a fraction, the numerator of which equals of the number of days elapsed the Executive was employed during such fiscal year through the date of termination applicable year, and paid at the denominator of which equals 365time specified in, which amount shall be paid as provided in Section 5.2 above; and (biii) in the case of termination of employment for Disability, continue to provide to the Executive for a period of two (2) years following the date of maximum extent permissible under such terminationplans, all group health employee benefits specified in Section 5.6 that the Executive was receiving at the date of termination under Section 5.4for a period of six (6) months after the date of such termination, provided further, however, the Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the maximum extent permissible under such plans Company’s senior executives, officers or applicable law, and, to the extent permitted by applicable law, any period of extended health coverage provided hereunder to the Executive shall be credited against (and shall not extend) the maximum COBRA coverage period. 6.2other employees.

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the BoardCompany, is unable materially substantially and competently to perform his or her duties hereunder for a period of 150 ninety (90) consecutive days or for 180 ninety (90) non-consecutive days during any twelve six (6) month period during the Term (a “Disability”), the Company may terminate the Executive’s employment with the Company shall automatically be terminatedhereunder. In order to assist the Board Company in making that determination, the Executive shall, as reasonably requested by the BoardCompany, (a) make himself available for medical examinations by one or more physicians chosen by the Board Company and (b) grant to the Board Company and any such physicians access to all relevant medical information concerning himhis or her, arrange to furnish copies of his or her medical records to the Board Company and use his or her best efforts to cause his or her own physicians to be available to discuss his or her health with the BoardCompany. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his or her death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or any other payments, payments or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination) or otherwise; ), provided, however, the Company shall (a) pay to the Executive, or the Executive’s legal representative, pursuant to its Payroll Policies (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored or statutory long-term disability insurance policy for senior executives as and if in effect at the date of termination) through in accordance with the Payroll Policies for a period of three (3) months following the date of such termination, ; (ii) any Cash Bonus that had been earned in the preceding fiscal year but has not been paid as of the date of the Executive’s termination due to Disability or death, and (iii) an amount equal to the product of a pro rata annual bonus based on the amount of the Cash Bonus to which the Executive that would have received been otherwise payable under Section 5.2 in respect of the fiscal year during which his employment terminated had he remained employed for the entire fiscal year above and a fraction, the numerator of which equals of the number of days elapsed the Executive was employed during such fiscal year through the date of termination applicable year, and paid at the denominator of which equals 365time specified in, which amount shall be paid as provided in Section 5.2 above; and (biii) in the case of termination of employment for Disability, continue to provide to the Executive for a period of two (2) years following the date of maximum extent permissible under such terminationplans, all group health employee benefits specified in Section 5.6 that the Executive was receiving at the date of termination under Section 5.4for a period of six (6) months after the date of such termination, provided further, however, the Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the maximum extent permissible under such plans Company’s senior executives, officers or applicable law, and, to the extent permitted by applicable law, any period of extended health coverage provided hereunder to the Executive shall be credited against (and shall not extend) the maximum COBRA coverage period. 6.2other employees.

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the BoardCompany, is unable materially substantially and competently to perform his or her duties hereunder for a period of 150 ninety (90) consecutive days or for 180 ninety (90) non-consecutive days during any twelve six (6) month period during the Term (a “Disability”), the Company may terminate the Executive’s employment with the Company shall automatically be terminatedhereunder. In order to assist the Board Company in making that determination, the Executive shall, as reasonably requested by the BoardCompany, (a) make himself available for medical examinations by one or more physicians chosen by the Board Company and (b) grant to the Board Company and any such physicians access to all relevant medical information concerning himhis or her, arrange to furnish copies of his or her medical records to the Board Company and use his or her best efforts to cause his or her own physicians to be available to discuss his or her health with the BoardCompany. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his or her death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or any other payments, payments or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination) or otherwise; ), provided, however, the Company shall (a) pay to the Executive, or the Executive’s legal representative, pursuant to its Payroll Policies (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored or statutory long-term disability insurance policy for senior executives as and if in effect at the date of termination) through in accordance with the Payroll Policies for a period of three (3) months following the date of such termination, ; (ii) any Cash Bonus that had been earned in the preceding fiscal year but has not been paid as of the date of the Executive’s termination due to Disability or death, and (iii) an amount equal to the product of a pro rata annual bonus based on the amount of the Cash Bonus to which the Executive that would have received been otherwise payable under Section 5.2 in respect of the fiscal year during which his employment terminated had he remained employed for the entire fiscal year above and a fraction, the numerator of which equals of the number of days elapsed the Executive was employed during such fiscal year through the date of termination applicable year, and paid at the denominator of which equals 365time specified in, which amount shall be paid as provided in Section 5.2 above; and (biii) in the case of termination of employment for Disability, continue to provide to the Executive for a period of two (2) years following the date of maximum extent permissible under such terminationplans, all group health employee benefits specified in Section 5.7 that the Executive was receiving at the date of termination under Section 5.4for a period of six (6) months after the date of such termination, provided further, however, the Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the maximum extent permissible under such plans Company’s senior executives, officers or applicable law, and, to the extent permitted by applicable law, any period of extended health coverage provided hereunder to the Executive shall be credited against (and shall not extend) the maximum COBRA coverage period. 6.2other employees.

Upon Death or Disability. If during In the Term, event the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the Board, is has been unable materially and competently to perform his duties hereunder as a result of physical or mental illness or incapacity for a one hundred eighty (180) days in any three hundred sixty-five (365)-day period of 150 consecutive days or for 180 days during any twelve month period during the Term (a “Disability”), the Company may terminate the Executive’s employment with hereunder by written notice given while the Company shall automatically be terminatedExecutive is so disabled. In order to assist the Board in making that determination, the Executive shall, as reasonably requested by the Board, (a) make himself available for medical examinations by one or more physicians chosen by the Board and (b) grant to the Board and any such physicians access to all relevant medical information concerning himhis, arrange to furnish copies of his medical records to the Board and use his best efforts to cause his own physicians to be available to discuss his health with the Board. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or any other payments, payments or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination) or otherwise); provided, however, the Company shall (a) pay to the Executive, or the Executive’s legal representative, pursuant to its Payroll Policies : (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored or statutory long-term disability insurance policy for senior executives as and if in effect at the date of termination) through in accordance with the Payroll Policies for a period of three (3) months following the date of such termination, ; (ii) any Cash Bonus that had been earned in the preceding fiscal year but has not been paid as of the date of the Executive’s termination due to Disability or death, and (iii) an amount equal to the product of a pro rata annual bonus based on the amount of the Cash Bonus to which the Executive that would have received been otherwise payable under Section 5.2 in respect of the fiscal year during which his employment terminated had he remained employed for the entire fiscal year 5.3 above and a fraction, the numerator of which equals of the number of days elapsed the Executive was employed during the applicable year, and paid at the time specified in Section 5.3 above (the “Pro Rata Bonus”); (iii) any annual bonus due for any completed prior year when such fiscal year bonuses would otherwise be paid (the “Past Year Bonus”); (iv) any Base Salary, vacation pay or expense reimbursement through the date of termination due to the Executive in accordance with Company policy; (v) any other amount due to the Executive in accordance with Company benefit plans, equity plans and the denominator of which equals 365, which amount shall be paid as provided in Section 5.2 grants; and (bvi) in the case of termination of employment for Disability, continue to provide to the Executive for a period of two (2) years following the date of maximum extent permissible under such terminationplans, all group health employee benefits specified in Section 5.7 that the Executive was receiving at the date of termination for a period of twelve (12) months after the date of such termination; provided, that if the Executive is not entitled to ongoing coverage as an employee under Section 5.4any such Company benefit plans, and the Executive elects to continue coverage pursuant to the maximum extent permissible Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse the Executive for the cost of coverage under such COBRA for a period of twelve (12) months from the date of termination due to Disability. In all cases, the Company shall be entitled to amend or terminate any employee benefit plans or which are applicable law, and, generally to the extent permitted by applicable lawCompany’s senior executives, any period of extended health coverage provided hereunder to the Executive officers or other employees. Items ((ii) through (v) shall be credited against (and shall not extend) the maximum COBRA coverage period. 6.2referred to as “Accrued Amounts.”

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the Board, is unable materially as a result of such disability to substantially and competently to perform his duties hereunder for a period of 150 90 consecutive days or for 180 90 days during any twelve six month period during the Term (a “Disability”), the Company may terminate the Executive’s employment with the Company shall automatically be terminatedhereunder. In order to assist the Board in making that determination, the Executive shall, as reasonably requested by the Board, (a) make himself available for medical examinations by one or more physicians chosen by the Board and (b) grant to the Board and any such physicians access to all relevant medical information concerning him, arrange to furnish copies of his medical records to the Board and use his best efforts to cause his own physicians to be available to discuss his health with the Board. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or any other payments, payments or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination) or otherwise; ), provided, however, the Company shall (a) pay to the Executive, or the Executive’s legal representative, pursuant to its Payroll Policies (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored or statutory long-term disability insurance policy for senior executives as and if in effect at the date of termination) through in accordance with the date of Payroll Policies for 18 months following such termination, (ii) any Cash Bonus that had been earned in the preceding fiscal year but has not been paid as of the date of the Executive’s termination due to Disability or death, and (iii) an amount equal to the product of the amount of the Cash Bonus to which the Executive would have received under Section 5.2 in respect of the fiscal year during which his employment terminated had he remained employed for the entire fiscal year and a fraction, the numerator of which equals of the number of days elapsed during such fiscal year through the date of termination and the denominator of which equals 365, which amount shall be paid as provided in Section 5.2 and (bii) in the case of termination of employment for Disability, continue to provide to the Executive for a period of two (2) years following the date of maximum extent permissible under such terminationplans, all group health employee benefits specified in Section 5.4 that the Executive was receiving at the date of termination under Section 5.4for 18 months following the date of such termination, provided further, however, the Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the maximum extent permissible under such plans Company’s senior executives, officers or applicable law, and, to the extent permitted by applicable law, any period of extended health coverage provided hereunder to the Executive shall be credited against (and shall not extend) the maximum COBRA coverage period. 6.2other employees.