Common use of Disability of Executive Clause in Contracts

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

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

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

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

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

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

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

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

Disability of Executive. If Executive the Executive, in the reasonable opinion of the Company, is or has been materially unable for any reason to perform his duties hereunder for 120 days during any period under this Agreement by reason of 150 consecutive daysincapacity, either physical or mental, as determined in accordance with the MIIX Group of Companies Long Term Disability Group Benefit Plan (the "LTD Plan"), or similar plan which may be in effect from time to time, the Company shall have the right to terminate the Executive's employment upon 30 days' prior written notice to the Executive, whereupon such termination shall be effective as of the date specified in such notice (the "Termination Date") and the Company shall have no further obligations under this Agreement, except the obligation to pay to the Executive: (a) the balance of his accrued and unpaid Base Salary and prior year Bonus, (b) unreimbursed expenses, (c) unused, accrued paid time off through the Termination Date, (d) any other applicable severance payments provided for in Section 4 hereof, and (e) any other benefits earned by the Executive at and vested (if applicable) as of the Termination Date under any time during employee benefit plan of the continuation of such inability, Company or its affiliates in which the Executive participates. If the Company determines not to terminate the Executive's employment in the event of a disability as allowed under this Section 3.2, the Company shall thereafter be obligated to continue to pay Executive's Base Salary for and Bonus to the remainder of the Term or, if the remainder of the Term is less than one year, Executive for a period of 12 monthsup to ninety days, periodically and shall pay the difference between Base Salary and Bonus and benefits paid to the Executive under the LTD Plan for a period of up to six months thereafter, paid in accordance with the Company's regular normal payroll practices andpractices, within 30 days while the Executive is not working. If the Executive, in the reasonable opinion of the Company, remains disabled at the end of such noticenine month period, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company his employment shall be credited against deemed terminated and he shall reduce receive the Base Salary otherwise payable by the Company following termination of employmentbenefits provided for in this Section 3.2. If, for the year Nothing in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and section shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted interpreted to Executive before, on or after the date hereof shall be exercisable until the earlier of 180 days after treat the termination of Executive's employment pursuant the Executive as occurring prior to this Section or the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of such nine month period for purposes of all vesting provisions under applicable stock option, restricted stock or any other plan or agreement of the period, if any, during which Company paid such expensein respect of the Executive.

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

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 days during any period of 150 consecutive days, Company shall have the right to terminate Executive's employment upon 30 days' prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue to pay Executive's Base Salary for the remainder of the Term or, if the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with the Company's regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of 1 (i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

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

Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 days during (i) During any period of 150 consecutive disability, illness or incapacity during the term of this Agreement which renders the Executive at least temporarily unable to perform the services required under this Agreement for a period which shall not equal or exceed one hundred and eighty (180) continuous days, Company or one hundred and eighty (180) continuous days in any one (1) year period, the Executive shall have receive the right compensation payable under Section 3(a) of this Agreement plus any bonus compensation earned but not yet paid, less any benefits received by her under any disability insurance carried by or provided by the Employer. All rights of the Executive under this Agreement (other than rights already accrued) shall terminate as provided below upon the Executive's permanent disability (as defined below), although the Executive shall continue to receive any disability benefits to which she may be entitled under any disability income insurance which may be carried by or provided by the Employer from time to time. (ii) The term "permanent disability" as used in this Agreement shall mean the inability of the Executive, as determined by the Board of Directors of the Employer, by reason of physical or mental disability to perform the duties required of her under this Agreement for a period of one hundred and eighty (180) days in any one-year period. Successive periods of disability, illness or incapacity will be considered separate periods unless the later period of disability, illness or in capacity is due to the same or related cause and commences less than six months from the ending of the previous period of disability. Upon such determination, the Board of Directors may terminate the Executive's employment under this Agreement upon 30 ten (10) days' prior written notice to Executive at notice. If any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue to pay Executive's Base Salary for the remainder determination of the Term orBoard of Directors with respect to permanent disability is disputed by the Executive, if the remainder parties hereto agree to abide by the decision of a panel of three physicians. The Executive and Employer shall each appoint one member, and the third member of the Term is less than one year, for a period of 12 months, periodically in accordance with panel shall be appointed by the Company's regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such terminationtwo members. The amount of payments Executive agrees to Executive under disability insurance policies paid make herself available for and submit to examinations by such physicians as may be directed by the Company Employer. Failure to submit to any such examination shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination constitute a breach of employment. If, for the year in which Executive's employment is terminated pursuant to a material part of this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of 180 days after the termination of Executive's employment pursuant to this Section or the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

Disability of Executive. If Executive, in the reasonable opinion of a qualified physician jointly selected by Company and Executive is (or a representative of Executive) (a “Qualified Physician”), has been materially unable for any reason to perform his duties hereunder for 120 days during any a period of 150 180 consecutive daysdays by reason of physical or mental illness or disability (“Disability”), Company then the Board shall have the right to terminate Executive's employment ’s employment, in accordance with applicable law, upon 30 days' ’ prior written notice to Executive at any time during the continuation of such inabilityDisability (a “Disability Termination”). Until a Disability Termination, in which he shall continue to receive his full Base Salary and other payments and benefits hereunder. In the event of a Disability Termination, Company shall not thereafter be obligated to continue make any further payments to pay Executive hereunder other than (a) Accrued Obligations, (b) a lump sum cash payment within thirty (30) days following Executive's ’s Date of Termination equal to Executive’s then-current Base Salary for the remainder of the Term orthat would have been payable to Executive until December 31, if the remainder of the Term is less than one year2009, (c) for a period ending on the first anniversary of 12 monthsExecutive’s Date of Termination, periodically a monthly cash payment, payable on the first business day of each month that follows Executive’s Date of Termination, in accordance with the Company's regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal to the bonus monthly premium cost that Executive Company would have received paid on behalf of Executive to cover Executive under Company’s life insurance plan if Executive’s employment with Company had he been employed by Company not terminated; and (d) for a period ending on the full year, multiplied by a fraction, earlier of (i) the numerator of which is the number of calendar days Executive was employed in such one (1) year and the denominator of which is 365. Upon termination anniversary of Executive's employment ’s Date of Termination or (ii) the first month in which Executive does not pay to Company the applicable monthly premium for COBRA insurance coverage under Company’s group health plan, a monthly cash payment, payable on the first business day of each month that follows Executive’s Date of Termination, in an amount equal to the quotient determined by dividing (x) the aggregate monthly premium cost for “COBRA” family health coverage under Company’s group health plan, by (y) 0.55. Notwithstanding the foregoing, if at the time of Executive’s Disability Termination the Company’s stock is publicly traded and Executive is a ‘specified employee’ (as such term is defined in section 409A(2)(B)(i) of the Code and its corresponding regulations), then all cash payments (other than Accrued Obligations) to Executive pursuant to this Section, (a) each outstanding option granted Section 4.2 shall not be paid to Executive beforeuntil as soon as administratively practicable following the expiration of the six month period following the date of Executive’s Date of Termination, on or but not later than the first Company payroll date that occurs after the end of such six month period. Any postponed amounts shall be paid to Executive in a lump sum within thirty (30) days after the date hereof that is six (6) months following Executive’s Date of Termination, and any amounts payable to Executive after the expiration of such six (6) month period under this Agreement shall become vested and shall continue to be immediately exercisable paid to Executive in accordance with the terms thereofof this Agreement. If Executive dies during such six-month period and prior to the payment of the postponed cash amounts hereunder, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of Executive’s estate within thirty (b30) each outstanding NQSO granted to Executive before, on or days after the date hereof of Executive’s death. If any of the cash payments payable pursuant to this Section 4.2 are deferred due to such requirements, there shall be added to such payments interest during the deferral period at a rate, per annum, equal to the applicable federal short-term deferral rate (compounded monthly) in effect under section 1274(d) of the Code on Executive’s Date of Termination. Following December 31, 2009, Executive shall continue to be entitled to receive long-term disability benefits under the Company’s long-term disability program in effect at such time to the extent Executive is eligible to receive such benefits. In the event of a Disability Termination, all Stock Options shall immediately vest (to the extent not already vested) and shall be exercisable until one year following the earlier date of 180 days after termination, but in no event later than their respective original expiration dates. All Additional Unit Shares shall be delivered to Executive as provided in his Restricted Units Agreement, as amended.” 4. Clause (iii) in the termination second sentence of Section 4.3 of the Employment Agreement is hereby amended in its entirety to read as follows: “and the Additional Unit Shares shall be delivered to Executive as provided in his Restricted Units Agreement, as amended.” 5. Subsection (a) of Section 4.4 of the Employment Agreement, as amended by Amendment 2006-1, is hereby amended in its entirety to read as follows: (a) Except as provided in Section 6.2 in the event of a Change in Control (as defined in Section 6.1), if (i) Executive’s employment is terminated by the Company for any reason other than Cause or the death or Disability Termination of Executive's , or (ii) Executive’s employment pursuant is terminated by Executive for Good Reason (as defined herein), then (A) the Company shall pay to this Section or Executive within thirty (30) days following Executive’s Date of Termination a lump sum cash payment equal to the scheduled expiration date sum of such option(x) the Accrued Obligations and (y) his Base Salary (including the minimum increases provided therein) during the remainder of the then-current Term, (cB) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares Stock Options granted to Executive shall be governed by become immediately vested (to the terms extent not already vested) on the date of the plan or other document pursuant to which they were issued, such termination and (e) Executive shall be entitled exercisable through their original expiration dates, (C) Company shall pay to Executive for the balance of the scheduled Term or, if the remaining balance of the Term is less than one yearfollowing Executive’s Date of Termination, a monthly cash payment, payable on the first business day of each month that follows Executive’s Date of Termination, in an amount equal to the monthly premium cost that Company would have paid on behalf of Executive to cover Executive under Company’s life insurance plan if Executive’s employment with Company had not terminated, and (D) all Additional Unit Shares shall be delivered to Executive as provided in his Restricted Units Agreement, as amended. Further, the Company shall pay to Executive, for the period ending on the earliest of (i) the last day of the Term, (ii) the date Executive receives equivalent coverage and benefits that do not include waiting period or pre-existing condition limitations, under the plans and programs of a period of 12 months, to continue to receive at the Company's expense medical benefits subsequent employer (such coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time be determined on a coverage-by-coverage or benefit-by-benefit basis), or (iii) earlier of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for (A) during the COBRA continuation period, the first month in which Executive does not pay to Company the applicable monthly premium for COBRA insurance coverage period under Company’s group health plan, or (B) following the expiration of the COBRA continuation period, the first month in which Executive does not provide Company with evidence that he is receiving health insurance coverage from another insurance provider, a monthly cash payment, payable on the first business day of each month that follows Executive’s Date of Termination, in an amount equal to the quotient determined by dividing (x) the aggregate monthly premium cost for “COBRA” family health coverage under Company’s group health plan, by (y) 0.55. Notwithstanding the foregoing, if anyat the time of Executive’s termination the Company’s stock is publicly traded and Executive is a ‘specified employee’ (as such term is defined in section 409A(2)(B)(i) of the Code and its corresponding regulations), then all cash payments (other than Accrued Obligations) to Executive pursuant to this Section 4.4(a) shall not be paid to Executive until as soon as administratively practicable following the expiration of the six month period following the date of Executive’s Date of Termination, but not later than the first Company payroll date that occurs after the end of such six month period. Any postponed amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s Date of Termination, and any amounts payable to Executive after the expiration of such six (6) month period under this Agreement shall continue to be paid to Executive in accordance with the terms of this Agreement. If Executive dies during which Company such six-month period and prior to the payment of the postponed cash amounts hereunder, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of Executive’s estate within thirty (30) days after the date of Executive’s death. If any of the cash payments payable pursuant to this subsection 4.4(a) are deferred due to such expenserequirements, there shall be added to such payments interest during the deferral period at a rate, per annum, equal to the applicable federal short-term deferral rate (compounded monthly) in effect under section 1274(d) of the Code on Executive’s Date of Termination.” 6. Section 5.1 of the Employment Agreement is hereby amended in its entirety to read as follows:

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

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

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

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

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

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

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

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

Disability of Executive. If during the term of the Executive’s employment under this Agreement, the Executive becomes Disabled (as defined herein), then for the first year of his Disability the Executive will receive his full Base Salary and for the next six months of his Disability he will receive one-half of his Base Salary (the “Disability Payments”), payable pursuant to the Company’s normal payroll practices. (The Company may satisfy this obligation in whole or in part by payments to the Executive provided through disability insurance.) The Company will not, however, be obligated to pay bonus compensation or an automobile allowance with respect to the period of Disability. Bonus compensation in this circumstance will be a pro rata portion of the bonus the Executive would have earned absent the period of Disability based upon the number of days during the fiscal year the Executive was not Disabled, and any such bonus shall be payable in accordance with Section 2.2(iv) herein. When the Executive is or has been materially unable for any reason again able to perform his duties hereunder he will be entitled to resume his full position and salary. Notwithstanding the foregoing, if the Executive’s Disability endures for 120 180 nonconsecutive days during any period over a 12-month period, then the Company may terminate the Executive’s employment under this Agreement after delivery of 150 consecutive ten (10) days’ written notice. In the event that such termination occurs prior to the end of the 18th month following the Board’s determination of Executive’s Disability, the Company shall have the right to terminate Executive's employment upon 30 days' prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue to pay Executive's Base Salary the Disability Payments through the end of such 18-month period, as provided in this Section 2.6. The Executive hereby agrees to submit himself for appropriate medical examination by a physician selected by the Company for the remainder purposes of this Section 2.6. For purposes of this Section 2.6, Executive will be considered Disabled if he meets one of the Term or, if following requirements: (A) the remainder Executive is unable to engage in any substantial gainful activity by reason of the Term is any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than one year12 months; or (B) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of 12 months, periodically not less than three months under an accident and health plan covering employees of the Company.” 4. The following shall be added to the last sentence of Section 2.7 of the Original Agreement: “within forty-five (45) days after the Executive’s death.” 5. The last sentence of Section 2.9 of the Original Agreement is hereby deleted in accordance its entirety and replaced with the Company's regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, following: “Any unused vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of at the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, this Agreement (for the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal reason) will be paid to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar within forty-five (45) days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after following the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of 180 days after the termination of Executive's employment pursuant to this Section or the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.”

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

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

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

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

Disability of Executive. If Executive the Executive, in the reasonable opinion of the Company, is or has been materially unable for any reason to perform his her duties hereunder for 120 days during any period under this Agreement by reason of 150 consecutive daysincapacity, either physical or mental, as determined in accordance with the MIIX Group of Companies Long Term Disability Group Benefit Plan (the "LTD Plan"), or similar plan which may be in effect from time to time, the Company shall have the right to terminate the Executive's employment upon 30 days' prior written notice to the Executive, whereupon such termination shall be effective as of the date specified in such notice (the "Termination Date") and the Company shall have no further obligations under this Agreement, except the obligation to pay to the Executive: (a) the balance of her accrued and unpaid Base Salary, (b) unreimbursed expenses, (c) unused, accrued paid time off (up to a maximum of three weeks) through the Termination Date, (d) any other applicable severance payments provided for in Section 4 hereof, and (e) any other benefits earned by the Executive at and vested (if applicable) as of the Termination Date under any time during employee benefit plan of the continuation of such inability, Company or its affiliates in which the Executive participates. If the Company determines not to terminate the Executive's employment in the event of a disability as allowed under this Section 3.2, the Company shall thereafter be obligated to continue to pay Executive's Base Salary for to the remainder of the Term or, if the remainder of the Term is less than one year, Executive for a period of 12 monthsup to ninety days, periodically and shall pay the difference between Base Salary and benefits paid to the Executive under the LTD Plan for a period of up to six months thereafter, paid in accordance with the Company's regular normal payroll practices andpractices, within 30 days while the Executive is not working. If the Executive, in the reasonable opinion of the Company, remains disabled at the end of such noticenine month period, her employment shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by be deemed terminated and the Company shall be credited against and shall reduce make payments to the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established Executive in accordance with any cash bonus plan Section 4 below. Nothing in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and section shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted interpreted to Executive before, on or after the date hereof shall be exercisable until the earlier of 180 days after treat the termination of Executive's employment pursuant the Executive as occurring prior to this Section or the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of such nine month period for purposes of all vesting provisions under any existing stock option, restricted stock grant or any other plan or agreement of the period, if any, during which Company paid such expensein respect of the Executive.

Disability of Executive. If Executive, in the reasonable opinion of a qualified physician jointly selected by Company and Executive is (or a representative of Executive) (a "Qualified Physician"), has been materially unable for any reason to perform his duties hereunder for 120 days during any a period of 150 180 consecutive daysdays by reason of physical or mental illness or disability ("Disability"), Company then the Board shall have the right to terminate Executive's employment upon 30 days' prior written notice to Executive at any time during the continuation of such inabilityDisability (a "Disability Termination"). Until a Disability Termination, in which he shall continue to receive his full Base Salary and other payments and benefits hereunder. In the event of a Disability Termination, Company shall not thereafter be obligated to continue make any further payments to pay Executive's Executive hereunder other than (a) Accrued Obligations, (b) the amount that is equal to (x) if such payments are taxable, then-current Base Salary for or, alternatively, (y) if such payments are not taxable, the remainder after tax equivalent of the Term orthen-current Base Salary, if in either case until December 31, 2005, and (c) Health Benefits (subject to continued contributions required by Executive for such benefits) to the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with extent permitted by the Company's regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of benefit plans and programs in effect on the date of such termination. The amount termination (and the life insurance set forth in Section 3.6(i)) for one (1) year following the Date of payments Termination (as defined in Section 8.6 herein); PROVIDED, that if Executive, his spouse or his dependents cannot continue to Executive under disability insurance policies paid for by participate in the Company programs providing Health Benefits, the Company shall be credited against pay or reimburse the premiums for a health care program for Executive, his spouse and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's employment his dependents that is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal substantially equivalent to the bonus that Company's then-current Health Benefits. Following December 31, 2005, Executive would have received had he been employed by Company for shall continue to be entitled to receive long-term disability benefits under the full year, multiplied by Company's long-term disability program in effect at such time to the extent Executive is eligible to receive such benefits. In the event of a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this SectionDisability Termination, (ai) each outstanding option granted to Executive before, the portion of the Original Company Stock Option that is vested on or after the Date of Termination shall be exercisable until one year following the date hereof shall become vested and shall be immediately exercisable of termination, but in accordance with the terms thereofno event later than December 26, 2007, (bii) the portion of each outstanding NQSO granted to Executive before, Additional Company Stock Option that is vested on or after the date hereof Date of Termination shall be exercisable until the earlier later of 180 days after (a) one year following the termination of Executive's employment pursuant to this Section or the scheduled expiration date of such optiontermination and (b) December 31, 2005, but in no event later than December 21, 2010, (ciii) the exercise period non-vested portions of the Original Company Stock Option and each ISO granted Additional Company Stock Option shall terminate on the Date of Termination and (iv) the Original Unit Shares and the Additional Unit Shares shall be distributed to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, as promptly as practicable (dbut in no event later than 90 days) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of following such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

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