Common use of Death; Disability Clause in Contracts

Death; Disability. The Executive's employment under this ----------------- Agreement may be terminated by the Company upon the earlier of death or permanent disability (as defined below) of the Executive continuing for a period of one hundred eighty (180) days. Upon any such termination of the Executive's employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to (i) earned but unpaid salary through the Date of Termination; provided that Base Salary -------- payments as provided by Section 4(a) shall continue to be made to the Executive (or his estate) through the Term (as extended by any Renewal Term) but only if and to the extent payments to the Executive or his estate under any applicable disability or life insurance policy is less than the amount the Executive would otherwise receive as Base Salary hereunder, (ii) Bonus payments with respect to the calendar year within which such termination occurred on the basis of and to the extent contemplated in any bonus plan then in effect with respect to senior executive officers of the Company, pro-rated on the basis of the number of days of the Executive's actual employment hereunder during such calendar year through the Date of Termination, and (iii) in the case of permanent disability, continuation at the Company's expense of health insurance benefits (medical and dental) until the first anniversary of the Date of Termination to the extent permitted under the Executive's group health insurance policy. As used herein, the term "permanent disability" or "permanently disabled" means the inability of the Executive, by reason of injury, illness or other similar cause, to perform a major part of his duties and responsibilities in connection with the conduct of the business and affairs of the Company. The Company shall provide written notice to the Executive of the termination of his employment hereunder due to permanent disability.

Death; Disability. The Executive's employment under this ----------------- Agreement may be terminated by the Company upon the earlier of death or permanent disability (as defined below) of the Executive continuing for a period of one hundred eighty (180) days. Upon any such termination of If the Executive's employment, all obligations ’s employment terminates because of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to (i) earned but unpaid salary through the Date of Termination; provided that Base Salary -------- payments his death as provided by in Section 4(a) shall continue to be made to or because of a Disability as provided in Section 4(b), then the Executive (or his authorized representative or estate) shall be entitled to (i) the Accrued Obligations earned through the Term Termination Date (payable at the time provided for in Section 5(a)). (ii) the Executive’s Annual Bonus for the fiscal year in which the Executive’s termination occurs based on the actual achievement of performance criteria for that year payable at the same time bonuses for such year are paid to other senior executives of the Company. (iii) Subject to the Executive’s or, in the event of his death, his eligible dependents’ timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as extended by any Renewal Term) but only if amended (“COBRA”), the Company shall reimburse the Executive and/or his eligible dependents the monthly premium payable to continue his and his eligible dependents’ participation in the Company’s group health plan (to the extent payments to permitted under applicable law and the terms of such plan) which covers the Executive or his estate under any applicable disability or life insurance policy is less than (and the amount Executive’s eligible dependents) for a period of eighteen (18) months, provided that the Executive is eligible and remains eligible for COBRA coverage and such eligibility is not limited by the Executive’s death; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company shall immediately cease. If the reimbursement of any COBRA premiums would otherwise receive violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the Company paid premiums shall be treated as Base Salary hereunder, (ii) Bonus taxable payments with respect and be subject to the calendar year within which such termination occurred on the basis of and imputed income tax treatment to the extent contemplated in necessary to eliminate any bonus plan then in effect with respect to senior executive officers discriminatory treatment or taxation under the Act or Section 105(h) of the Company, pro-rated on the basis of the number of days of the Executive's actual employment hereunder during such calendar year through the Date of Termination, and Code. (iiiiv) in the case of permanent disabilitya termination due to Disability, in addition to the aforementioned compensation, benefits and awards, continuation at of the Company's expense Base Salary in effect on the date of health insurance benefits (medical and dental) termination until the first earlier of (A) the eighteenth month anniversary of the Date date of Termination termination, and (B) the date Executive is eligible to the extent permitted commence receiving payments under the Executive's group health insurance Company’s long-term disability policy. As used hereinIf the net compensation from the Base Salary is greater than the net compensation from the long-term disability policy, the term "permanent disability" or "permanently disabled" means Company, through the inability eighteenth month anniversary of the date of termination will compensate the Executive, by reason of injury, illness or other similar cause, to perform a major part of his duties and responsibilities ’s estate the difference in connection with the conduct of the business and affairs of the Company. The Company shall provide written notice to the Executive of the termination of his employment hereunder due to permanent disabilitynet compensation.

Death; Disability. The Executive's ’s employment under this ----------------- Agreement may be terminated by the Company upon the earlier of death or permanent disability (as defined below) of the Executive continuing for a period of one hundred eighty (180) days. Upon any such termination of the Executive's ’s employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to (i) earned but unpaid salary Base Salary through the Date of Termination; provided that Base Salary -------- payments as provided by Section 4(a) shall continue to be made to the Executive (or his estate) through the Term (as extended by any Renewal Term) but only if and to the extent payments to the Executive or his estate under any applicable disability or life insurance policy is less than the amount the Executive would otherwise receive as Base Salary hereunder, (ii) Bonus bonus payments with respect to the calendar year within which such termination occurred on the basis of and to the extent contemplated in any bonus plan then in effect with respect to senior executive officers of the Company, pro-rated on the basis of the number of days of the Executive's ’s actual employment hereunder during such calendar year through the Date of Termination, and (iii) in the case of permanent disability, continuation at the Company's ’s expense of health insurance benefits (medical and dental) until the first anniversary of the Date of Termination to the extent permitted under the Executive's Company’s group health insurance policy. As used herein, the term "“permanent disability" ” or "“permanently disabled" ” means the inability of the Executive, by reason of injury, illness or other similar cause, after reasonable accommodation by the Company, to perform a major part of his duties and responsibilities in connection with the conduct of the business and affairs of the Company. The Company shall provide written notice to the Executive of the termination of his employment hereunder due to permanent disability. Should a dispute occur concerning the Executive’s mental or physical capacity as described in this Section 6(c), a doctor selected by the Executive and a doctor selected by the Company shall be entitled to examine the Executive. If the opinion of the Company’s doctor and the Executive’s doctor conflict, the Company’s doctor and the Executive’s doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section 6(c) shall survive the termination of this Agreement for any reason.

Death; Disability. The Executive's ’s employment under this ----------------- Agreement may be terminated by the Company upon the earlier of death or permanent disability (as defined below) of the Executive continuing for a period of one hundred eighty (180) days. Upon any such termination of the Executive's ’s employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to (i) earned but unpaid salary through the Date of Termination; provided that Base Salary -------- payments as provided by Section 4(a) shall continue to be made to the Executive (or his estate) through the Term (as extended by any Renewal Term) but only if and to the extent payments to the Executive or his estate under any applicable disability or life insurance policy is less than the amount the Executive would otherwise receive as Base Salary hereunder, (ii) Bonus bonus payments with respect to the calendar year within which such termination occurred on the basis of and to the extent contemplated in any bonus plan then in effect with respect to senior executive officers of the Company, pro-rated on the basis of the number of days of the Executive's ’s actual employment hereunder during such calendar year through the Date of Termination, and (iii) in the case of permanent disability, continuation at the Company's ’s expense of health insurance benefits (medical and dental) until the first anniversary of the Date of Termination to the extent permitted under the Executive's ’s group health insurance policy. As used herein, the term "“permanent disability" ” or "“permanently disabled" ” means the inability of the Executive, by reason of injury, illness or other similar cause, after reasonable accommodation by the Company, to perform a major part of his duties and responsibilities in connection with the conduct of the business and affairs of the Company. The Company shall provide written notice to the Executive of the termination of his employment hereunder due to permanent disability. The provisions of the Technology Development Incentive Plan shall apply to matters related to any technical incentive compensation being received at the time of disability or death of the executive.

Death; Disability. The ExecutiveEmployee's employment under this Agreement ----------------- Agreement may be terminated by the Company upon the earlier of death or permanent disability (as defined below) of the Executive Employee continuing for a period of one hundred eighty (180) days. Upon any such termination of the ExecutiveEmployee's employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to (i) earned but unpaid salary through the Date of Termination; provided that Base Salary -------- payments as provided by Section 4(a) shall continue to be made to the Executive Employee (or his estate) through the Term (as extended by any Renewal Term) but only if and to the extent payments to the Executive Employee or his estate under any applicable disability or life insurance policy is less than the amount the Executive Employee would otherwise receive as Base Salary hereunder, (ii) Bonus payments with respect to the calendar year within which such termination occurred on the basis of and to the extent contemplated in any bonus plan then in effect with respect to senior executive Employee officers of the Company, pro-rated on the basis of the number of days of the ExecutiveEmployee's actual employment hereunder during such calendar year through the Date of Termination, and (iii) in the case of permanent disability, continuation at the Company's expense of health insurance benefits (medical and dental) until the first anniversary of the Date of Termination to the extent permitted under the ExecutiveEmployee's group health insurance policy. As used herein, the term "permanent disability" or "permanently disabled" means the inability of the ExecutiveEmployee, by reason of injury, illness or other similar cause, to perform a major part of his duties and responsibilities in connection with the conduct of the business and affairs of the Company. The Company shall provide written notice to the Executive Employee of the termination of his employment hereunder due to permanent disability.

Death; Disability. The ExecutiveEmployee's employment under this ----------------- Agreement may be terminated by hereunder shall terminate (x) upon his death or (y) if the Employee becomes Disabled, at the election of the Company upon by written notice to the earlier Employee. In the event of a termination of the Employee's employment by reason of death or permanent disability (as defined below) of the Executive continuing for a period of one hundred eighty (180) days. Upon any such termination of the Executive's employmentDisability, all obligations of the Company under this Agreement shall thereupon immediately terminate other than pay the Employee (or his legal representatives, as the case may be) as follows: (a) any obligations with respect to (i) earned accrued but unpaid salary through compensation for Annual Salary as of the Date of Termination; provided that Base ; (b) the Employee's Annual Salary -------- payments as provided by Section 4(a) shall continue to be made to the Executive (or his estate) through the Term (as extended by any Renewal Term) but only if and to the extent payments to the Executive or his estate under any applicable disability or life insurance policy is less than the amount the Executive would otherwise receive as Base Salary hereunder, (ii) Bonus payments with respect to the calendar year within which such termination occurred on the basis of and to the extent contemplated in any bonus plan then in effect with respect to senior executive officers of the Company, pro-rated on the basis of the number of days of the Executive's actual employment hereunder during such calendar year through the Date of Termination, and in monthly installments for the balance of the Term, but in no event shall such payments be made for more than six (iii6) in the case of permanent disability, continuation at the Company's expense of health insurance benefits months; (medical and dentalc) until the first anniversary of a cash payment payable within ten (10) days after the Date of Termination equal to the Employee's Annual Salary on a daily basis (computed on a 260-day year), multiplied by the number of accrued and unused vacation days at the date of such termination; and (d) in the event the Employee is Disabled, the Company will continue to provide the benefits provided under Section 4.1 hereof for the Employee (and the Employee's family members, if applicable), to the extent permitted under such benefits continue to remain available without any significant increase in cost, for the Executive's group health insurance policy. As used herein, the term "permanent disability" or "permanently disabled" means the inability balance of the ExecutiveTerm, by reason until and unless the Employee obtains other employment with comparable benefits within such Term. (e) The Employee acknowledges that the payments referred to in this Section 5.3 constitute the only payments to which the Employee (or his legal representatives, as the case may be) shall be entitled to receive from the Company hereunder in the event of injury, illness or other similar cause, to perform a major part of his duties and responsibilities in connection with the conduct of the business and affairs of the Company. The Company shall provide written notice to the Executive of the termination of his employment for death or Disability, and that except for such payments the Company shall have no further liability or obligation to him (or his legal representatives, as the case may be) hereunder due to permanent disabilityor otherwise in respect of his employment.

Death; Disability. The Executive's Employee’s employment under this ----------------- Agreement may hereunder shall terminate upon his death or “Disability” (as hereinafter defined). Upon any such termination, the Employee (or, in the event of his death, his estate) (i) shall receive any accrued or vested compensation, including salary, commission, bonus(es), through the “Date of Termination” (as hereinafter defined), (ii) shall be terminated by reimbursed for unpaid and approved business expenses (in accordance with the Company’s normal business expense reimbursement procedures) through such Date of Termination. The Employee (and in the event of his death, his estate) shall not be entitled to any other amounts or benefits from the Company upon or otherwise, except payments pursuant to any Company life insurance program/policy then in effect. For purposes of this Agreement, “Disability” shall mean the earlier of death or permanent disability (as defined below) inability of the Executive continuing Employee to perform his duties on account of a physical or mental illness for a period of one hundred eighty sixty (18060) daysconsecutive days or ninety (90) days in any six (6) month period. Upon any such termination If, during the Term, the Employee’s employment is terminated by reason of the Executive's employmentEmployee becoming Disabled, all obligations of the Company under this Agreement shall thereupon immediately terminate other than pay to the Employee (or his estate as applicable) any obligations with respect to (i) earned but unpaid salary accrued or vested compensation including salary, commission, bonus(es), through the Date of Termination; provided that Base Salary -------- payments as provided by Section 4(a) shall continue to be made to Termination and the Executive Employee (or his estateestate as applicable) shall be reimbursed for unpaid and approved business expenses (in accordance with the Company’s normal business expense reimbursement procedures) through the Term (as extended by any Renewal Term) but only if and to the extent payments to the Executive or his estate under any applicable disability or life insurance policy is less than the amount the Executive would otherwise receive as Base Salary hereunder, (ii) Bonus payments with respect to the calendar year within which such termination occurred on the basis of and to the extent contemplated in any bonus plan then in effect with respect to senior executive officers of the Company, pro-rated on the basis of the number of days of the Executive's actual employment hereunder during such calendar year through the Date of Termination. Notwithstanding anything contained herein to the contrary, and (iii) during any period of Disability, the Company shall not be obligated to pay any compensation or other amounts to the Employee except as expressly provided by the Programs then in effect. In addition, in the case event of permanent disabilitythe Employee’s death, continuation the Company shall pay to the Employee’s estate his Base Salary (at the Company's expense rate in effect at the time of health insurance benefits his death) for the greater of (medical and dentalI) until the first anniversary six month period following the Employee’s death or (II) the remainder of the Date of Termination to the extent permitted under the Executive's group health insurance policy. As used herein, the term "permanent disability" or "permanently disabled" means the inability Term of the ExecutiveAgreement, by reason of injury, illness or other similar cause, not to perform a major part of his duties and responsibilities in connection with the conduct of the business and affairs of the Company. The Company shall provide written notice to the Executive of the termination of his employment hereunder due to permanent disabilityexceed one year.

Death; Disability. In the event that Executive dies or becomes Disabled (as defined herein) during the term of this Agreement, Executive's employment shall terminate upon his death or as a result of Disability as provided herein and the Company shall pay Executive (or his legal representative, as the case may be) as follows: (a) any Base Salary and vacation time earned and accrued but unpaid as of the date of death or termination for Disability; (b) any reimbursement for expenses incurred in accordance with this Agreement; and (c) an amount equal to 150% of Executive's monthly Base Salary in effect on such termination date for six (6) months, payable as and when such amounts would have been due and payable hereunder had such termination not occurred. The amount of any payments due under this Section 4.4 with respect to his Disability shall be reduced by any payments to which Executive may be entitled for the same period because of disability under any disability plan or insurance provided by the Company or EVI or as the result of workers' compensation or non-occupational disability payments received by Executive from any source. For the purposes of this Agreement, Executive shall be deemed to be "Disabled" or have a "Disability" if, because of Executive's physical or mental disability, he has been substantially unable to perform his duties hereunder for twelve (12) work weeks in any twelve (12) month period during the term of this Agreement ("Period of Disability"). The term of this Agreement shall be deemed to have ended as of the close of business on the last day of such period, but without prejudice to any payments due executive or his legal representatives or beneficiaries. Executive shall be considered to have been substantially unable to perform his duties hereunder only if he is either (a) unable to reasonably and effectively carry out his duties with reasonable accommodations by the Company or (b) unable to reasonably and effectively carry out his duties because any reasonable accommodation which may be required would cause the Company undue hardship and the Company has determined not to provide such accommodation for such reason. In the event of a disagreement concerning Executive's perceived Disability, Executive shall submit to such examinations as are deemed appropriate by three practicing physicians specializing in the area of Executive's Disability, one selected by Executive, one selected by the Company, and one selected by both such physicians. The majority decision of such three physicians shall be final and binding on the parties. Nothing in this paragraph is intended to limit the Company's right to invoke the provisions of this paragraph with respect to any perceived Disability of Executive. Executive acknowledges that the payments referred to in this Section 4.4, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive's employment under this ----------------- Agreement may be terminated by Section 4.4 (including vested benefits under the Company upon German Pension Plan), constitute the earlier of death or permanent disability (as defined below) of the Executive continuing for a period of one hundred eighty (180) days. Upon any such termination of the Executive's employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to (i) earned but unpaid salary through the Date of Termination; provided that Base Salary -------- only payments as provided by Section 4(a) shall continue to be made to the which Executive (or his estatelegal representative, as the case may be) through shall be entitled to receive from the Term (as extended by Company or any Renewal Term) but only if and of its subsidiaries, including, without limitation, EVI, hereunder or pursuant to the extent payments to the Executive any plan or his estate under any applicable disability or life insurance policy is less than the amount the Executive would otherwise receive as Base Salary hereunderarrangement with EVI, (ii) Bonus payments with respect to the calendar year within which such termination occurred on the basis of and to the extent contemplated in any bonus plan then in effect with respect to senior executive officers of the Company, pro-rated on the basis of the number of days of the Executive's actual employment hereunder during such calendar year through the Date of Termination, and (iii) in the case event of permanent disability, continuation at the Company's expense of health insurance benefits (medical and dental) until the first anniversary of the Date of Termination to the extent permitted under the Executive's group health insurance policy. As used herein, the term "permanent disability" or "permanently disabled" means the inability of the Executive, by reason of injury, illness or other similar cause, to perform a major part of his duties and responsibilities in connection with the conduct of the business and affairs of the Company. The Company shall provide written notice to the Executive of the termination of his employment for death or Disability, and neither the Company nor any of its subsidiaries shall have any further liability or obligation to him (or his legal representatives, as the case may be) hereunder due or otherwise in respect of his employment with the Company or any of its subsidiaries. Provided, however, that notwithstanding the foregoing, following such termination of employment, Executive shall be entitled to permanent disabilityfull indemnification as an officer of the Company as provided under Delaware law and the Company's Certificate of Incorporation, Bylaws, policies and directors' and officers' liability insurance.

Death; Disability. The ExecutiveEmployee's employment under this ----------------- Agreement may be terminated by the Company upon the earlier of death or permanent disability (as defined below) of the Executive Employee continuing for a period of one hundred eighty (180) days. Upon any such termination of the ExecutiveEmployee's employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to (i) earned but unpaid salary through the Date of Termination; provided that Base Salary -------- payments as provided by Section 4(a) shall continue to be made to the Executive Employee (or his estate) through the Term (as extended by any Renewal Term) but only if and to the extent payments to the Executive Employee or his estate under any applicable disability or life insurance policy is less than the amount the Executive Employee would otherwise receive as Base Salary hereunder, (ii) Bonus payments with respect to the calendar year within which such termination occurred on the basis of and to the extent contemplated in any bonus plan then in effect with respect to senior executive Employee officers of the Company, pro-rated on the basis of the number of days of the ExecutiveEmployee's actual employment hereunder during such calendar year through the Date of Termination, and (iii) in the case of permanent disability, continuation at the Company's expense of health insurance benefits (medical and dental) until the first anniversary of the Date of Termination to the extent permitted under the ExecutiveEmployee's group health insurance policy. As used herein, the term "permanent disability" or "permanently disabled" means the inability of the ExecutiveEmployee, by reason of injury, illness or other similar cause, to perform a major part of his duties and responsibilities in connection with the conduct of the business and affairs of the Company. The Company shall provide written notice to the Executive Employee of the termination of his employment hereunder due to permanent disability.

Death; Disability. The Executive's Employee’s employment under this ----------------- Agreement may be terminated by the Company upon the earlier of death or permanent disability (as defined below) of the Executive Employee continuing for a period of one hundred eighty (180) days. Upon any such termination of the Executive's Employee’s employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to (i) earned but unpaid salary through the Date of Termination; provided that Base Salary -------- payments as provided by Section 4(a) shall continue to be made to the Executive Employee (or his estate) through the Term (as extended by any Renewal Term) but only if and to the extent payments to the Executive Employee or his estate under any applicable disability or life insurance policy is less than the amount the Executive Employee would otherwise receive as Base Salary hereunder, (ii) Bonus payments with respect to the calendar year within which such termination occurred on the basis of and to the extent contemplated in any bonus plan then in effect with respect to senior executive Employee officers of the Company, pro-rated on the basis of the number of days of the Executive's Employee’s actual employment hereunder during such calendar year through the Date of Termination, and (iii) in the case of permanent disability, continuation at the Company's ’s expense of health insurance benefits (medical and dental) until the first anniversary of the Date of Termination to the extent permitted under the Executive's Employee’s group health insurance policy. As used herein, the term "“permanent disability" ” or "“permanently disabled" ” means the inability of the ExecutiveEmployee, by reason of injury, illness or other similar cause, to perform a major part of his duties and responsibilities in connection with the conduct of the business and affairs of the Company. The Company shall provide written notice to the Executive Employee of the termination of his employment hereunder due to permanent disability.

Death; Disability. The ExecutiveEmployee's employment under this ----------------- Agreement may be terminated by the Company upon the earlier of death or permanent disability (as defined below) of the Executive Employee continuing for a period of one hundred eighty (180) days. Upon any such termination of the ExecutiveEmployee's employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to (i) earned but unpaid salary through the Date of Termination; provided that Base Salary -------- payments as provided by Section 4(a) shall continue to be made to the Executive Employee (or his estate) through the Term (as extended by any Renewal Term) but only if and to the extent payments to the Executive Employee or his estate under any applicable disability or life insurance policy is less than the amount the Executive Employee would otherwise receive as Base Salary hereunder, (ii) Bonus payments with respect to the calendar year within which such termination occurred on the basis of and to the extent contemplated in any bonus plan then in effect with respect to senior executive Employee officers of the Company, pro-rated on the basis of the number of days of the ExecutiveEmployee's actual employment hereunder during such calendar year through the Date of Termination, and (iii) in the case of permanent disability, continuation at the Company's expense of health insurance benefits (medical and dental) until the first anniversary of the Date of Termination to the extent permitted under the ExecutiveEmployee's group health insurance policy. As used herein, the term "permanent disability" or "permanently disabled" means the inability of the ExecutiveEmployee, by reason of injury, illness or other similar cause, to perform a major part of his duties and responsibilities in connection with the conduct of the business and affairs of the Company. The Company shall provide written notice to the Executive Employee of the termination of his employment hereunder due to permanent disability.

Death; Disability. The Executive's ’s employment under this ----------------- Agreement may be terminated by the Company upon the earlier of death or permanent disability (as defined below) of the Executive continuing for a period of one hundred eighty (180) days. Upon any such termination of the Executive's ’s employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to (i) earned but unpaid salary through the Date of Termination; provided that Base Salary -------- payments as provided by Section 4(a) shall continue to be made to the Executive (or his estate) through the Term (as extended by any Renewal Term) but only if and to the extent payments to the Executive or his estate under any applicable disability or life insurance policy is less than the amount the Executive would otherwise receive as Base Salary hereunder, (ii) Bonus payments with respect to the calendar year within which such termination occurred on the basis of and to the extent contemplated in any bonus plan then in effect with respect to senior executive officers of the Company, pro-rated on the basis of the number of days of the Executive's ’s actual employment hereunder during such calendar year through the Date of Termination, and (iii) in the case of permanent disability, continuation at the Company's ’s expense of health insurance benefits (medical and dental) until the first anniversary of the Date of Termination to the extent permitted under the Executive's ’s group health insurance policy. As used herein, the term "“permanent disability" ” or "“permanently disabled" ” means the inability of the Executive, by reason of injury, illness or other similar cause, to perform a major part of his duties and responsibilities in connection with the conduct of the business and affairs of the Company. The Company shall provide written notice to the Executive of the termination of his employment hereunder due to permanent disability. The provisions of the Technology Development Incentive Plan shall apply to matters related to any technical incentive compensation being received at the time of disability or death of the executive.

Death; Disability. The Executive's Employee’s employment under this ----------------- Agreement may hereunder shall terminate upon his death or “Disability” (as hereinafter defined). Upon any such termination, the Employee (or, in the event of his death, his estate) (i) shall receive any accrued or vested compensation, including salary, commission, bonus(es), through the “Date of Termination” (as hereinafter defined), (ii) shall be terminated by reimbursed for unpaid and approved business expenses (in accordance with the Company’s normal business expense reimbursement procedures) through such Date of Termination. The Employee (and in the event of his death, his estate) shall not be entitled to any other amounts or benefits from the Company upon or otherwise, except payments pursuant to any Company life insurance program/policy then in effect. For purposes of this Agreement, “Disability” shall mean the earlier of death or permanent disability (as defined below) inability of the Executive continuing Employee to perform his duties on account of a physical or mental illness for a period of one hundred eighty sixty (18060) daysconsecutive days or ninety (90) days in any six (6) month period. Upon any such termination If, during the Term, the Employee’s employment is terminated by reason of the Executive's employmentEmployee becoming Disabled, all obligations of the Company under this Agreement shall thereupon immediately terminate other than pay to the Employee (or his estate as applicable) any obligations with respect to (i) earned but unpaid salary accrued or vested compensation including salary, commission, bonus(es), through the Date of Termination; provided that Base Salary -------- payments as provided by Section 4(a) shall continue to be made to Termination and the Executive Employee (or his estateestate as applicable) shall be reimbursed for unpaid and approved business expenses (in accordance with the Company’s normal business expense reimbursement procedures) through the Term (as extended by any Renewal Term) but only if and to the extent payments to the Executive or his estate under any applicable disability or life insurance policy is less than the amount the Executive would otherwise receive as Base Salary hereunder, (ii) Bonus payments with respect to the calendar year within which such termination occurred on the basis of and to the extent contemplated in any bonus plan then in effect with respect to senior executive officers of the Company, pro-rated on the basis of the number of days of the Executive's actual employment hereunder during such calendar year through the Date of Termination, and (iii) in the case of permanent disability, continuation at the Company's expense of health insurance benefits (medical and dental) until the first anniversary of the Date of Termination . Notwithstanding anything contained herein to the extent permitted under the Executive's group health insurance policy. As used hereincontrary, during any period of Disability, the term "permanent disability" or "permanently disabled" means the inability of the Executive, by reason of injury, illness Company shall not be obligated to pay any compensation or other similar cause, to perform a major part of his duties and responsibilities in connection with the conduct of the business and affairs of the Company. The Company shall provide written notice amounts to the Executive of Employee except as expressly provided by the termination of his employment hereunder due to permanent disabilityPrograms then in effect.