Common use of Incapacity Clause in Contracts

Incapacity. If, in the reasonable judgment of the Compensation Committee, as a result of Executive’s incapacity due to a medically determinable physical or mental illness, Executive shall have been absent from his full-time duties as described hereunder for the entire period of twelve (12) consecutive months (“Incapacity”), Executive’s employment shall terminate at the end of the twelve (12)-month period as provided in this Section 6.3. In such event: (i) the Company shall give prompt notice to Executive of any such termination; (ii) the Company shall pay to Executive within thirty (30) days following the Termination Date, a lump-sum amount equal to the Termination Amount; (iii) the Company shall pay to Executive within ten (10) business days after the Termination Date a lump-sum amount equal to (A) any accrued and unpaid Salary and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date; and (iv) any Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date. Any dispute between the Compensation Committee and Executive with respect to Executive’s Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee and Executive or his personal representative, whose decision shall be binding on all parties.

Incapacity. If, in the reasonable judgment of the Compensation Committee, as a result of the Executive’s 's incapacity due to a medically determinable physical or mental illness, the Executive shall for at least six consecutive months during the term of this Agreement have been absent from unable to perform his duties under this Agreement on a full-time duties as described hereunder for basis, the entire period of twelve (12) consecutive months (“Incapacity”), Executive’s employment shall terminate at the end Employer by action of the twelve (12)-month period as provided in this Section 6.3Board, may terminate the Executive's employment hereunder by notice to the Executive. In such event: , (i) the Company shall give prompt notice to Executive of any such termination; (ii) the Company Employer shall pay to the Executive within thirty (30) days following as promptly as practicable after the Termination Date, a lump-sum an amount equal to any unpaid Salary, Bonus and benefits accrued through the Termination Date, together with an amount equal to the Average Bonus (pro rated for the period from the beginning of the fiscal year through the Termination Amount; Date) for the fiscal year in which the Termination Date occurs, (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits referred to in Sections 3(d)(i), 3(d)(ii), 3(d)(iii)(B) and 3(e) hereof (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of such benefit plans), and (iii) the Company Executive shall pay to be deemed for all vesting requirements contained in any of the Employer's benefit plans, programs or offerings in which the Executive within ten (10) business days after is participating on the Termination Date a lump-sum amount equal (including without limitation any SERP or other benefits) to (A) any accrued and unpaid Salary and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to Executive as determined have been employed by the Compensation Committee for Employer until the Expiration Date, with any fiscal periods of the Company ending prior to the Termination Date; and (iv) any Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be vested stock options remaining exercisable until their original stated expiration such date, provided they do not expire. Any dispute between the Compensation Committee Board and the Executive with respect to the Executive’s Incapacity 's incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee Board and Executive or his personal representativethe Executive, whose decision shall be binding on all parties.

Incapacity. If, in the reasonable judgment of the Compensation Committee, as a result of the Executive’s incapacity due to a medically determinable physical or mental illness, the Executive shall have been absent from his full-time duties as described hereunder for the entire period of twelve (12) consecutive months (“Incapacity”), the Executive’s employment shall terminate at the end of the twelve (12)-month period as provided in this Section 6.34(c). In such event: (i) the Company shall give prompt notice to Executive of any such termination; (ii) the Company shall pay to the Executive within thirty (30) days following the Termination Date, a lump-sum amount equal to the Termination Amount; (iii) the Company shall pay to the Executive within ten thirty (1030) business days after the Termination Date a lump-sum amount equal to (A) any accrued and unpaid Salary Salary, Automobile Allowance, vacation time and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to the Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date; and (iv) any upon a termination due to Incapacity, all Equity Awards granted to the Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date. The lump sum payment described in Section 4(c)(ii) shall be made within sixty (60) days following the Termination Date, provided that prior to the payment date the Executive or his designated appointee signs a waiver and release of claims agreement in the form provided by the Company in its discretion and such waiver and release becomes effective and irrevocable in its entirety prior to such date. If the waiver and release does not become effective and irrevocable on or prior to the payment date set forth in the preceding sentence, the Company shall have no further obligations pursuant to Section 4(c)(ii). The Company’s obligation to pay the Executive his Salary and benefits (to the extent not previously paid) shall terminate if the Executive subsequently takes other employment to the extent of the Executive’s salary and benefits from such subsequent employment. Any dispute between the Compensation Committee and the Executive with respect to the Executive’s Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee and the Executive or his personal representative, whose decision shall be binding on all parties.

Incapacity. If, in the reasonable judgment of the Compensation Committee, as a result of the Executive’s incapacity due to a medically determinable physical or mental illness, the Executive shall have been absent from his full-time duties as described hereunder for the entire period of twelve (12) consecutive months (“Incapacity”), the Executive’s employment shall terminate at the end of the twelve (12)-month period as provided in this Section 6.37.3. In such event: (i) the Company shall give prompt notice to Executive of any such termination; (ii) the Company shall pay to the Executive within thirty (30) days following the Termination Date, a lump-sum amount equal to two (2) times the Salary (at the rate in effect on the Termination AmountDate) that would have been payable from the Termination Date through the Expiration Date; (iii) the Company shall pay to Executive the entire remaining unpaid balance of the Retirement Compensation as provided in Section 7.6 and below, determined as of the Termination Date; (iv) the Company shall pay to Executive within ten (10) business days after the Termination Date a lump-sum amount equal to (A) any accrued and unpaid Salary and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date; (v) the Company shall continue the post-employment benefits as provided in Section 5.3 hereof; and (ivvi) any Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date. Any dispute between the Compensation Committee and Executive with respect to Executive’s Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee and Executive or his personal representative, whose decision shall be binding on all parties.

Incapacity. If, in the reasonable judgment of the Compensation Committee, as a result of Executive’s incapacity Incapacity due to a medically determinable physical or mental illness, Executive shall have been absent from his full-time duties as described hereunder for the entire period of twelve (12) consecutive months (“Incapacity”), Executive’s employment shall terminate at the end of the twelve (12)-month period as provided in this Section 6.34(c). In such event: (i) the Company shall give prompt notice to Executive of any such termination; (ii) the Company shall pay to Executive within thirty (30) days following after the Termination Date, Date a lump-sum amount equal to the Termination Amount; (iii) the Company shall pay to Executive within ten thirty (1030) business days after the Termination Date a lump-sum amount equal to (A) any accrued and unpaid Salary Salary, Automobile Allowance, vacation time and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date; and (iv) any upon a termination due to Incapacity, all Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date. The lump sum payment shall be made within thirty (30) days following the Termination Date. Any dispute between the Compensation Committee and Executive with respect to Executive’s 's Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee and Executive or his personal representative, whose decision shall be binding on all parties.

Incapacity. If, in the reasonable judgment of the Compensation Committee, as a result of the Executive’s incapacity due to a medically determinable physical or mental illness, the Executive shall have been absent from his full-time duties as described hereunder for the entire period of twelve twenty-nine (1229) consecutive months (“Incapacity”), the Executive’s employment shall terminate at the end of the twelve twenty-nine (12)-month 29)-month period as provided in this Section 6.37.3. In such event: (i) the Company shall give prompt notice to Executive of any such termination; (ii) the Company shall pay to the Executive within thirty sixty (3060) days following the Termination Date, a lump-sum amount equal to two (2) times the Salary (at the rate in effect on the Termination AmountDate) that would have been payable from the Termination Date through the Expiration Date; (iii) the Company shall pay to Executive the entire remaining unpaid balance of the Retirement Compensation as provided in Section 7.6 and below, determined as of the Termination Date; (iv) the Company shall pay to Executive within ten (10) business days after the Termination Date a lump-sum amount equal to (A) any accrued and unpaid Salary and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date; (v) the Company shall continue to provide medical, dental and health benefits as provided in Section 5.3 hereof; and (ivvi) any Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date. Any dispute between the Compensation Committee and Executive with respect to Executive’s Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee and Executive or his personal representative, whose decision shall be binding on all parties.

Incapacity. If, in the reasonable judgment of the Compensation Committee, as a result of the Executive’s incapacity due to a medically determinable physical or mental illness, the Executive shall have been absent from his full-time duties as described hereunder in this Agreement for the entire period of twelve (12) consecutive months (“Incapacity”), the Executive’s employment shall terminate at the end of the twelve (12)-month period as provided in this Section 6.34(c). In such event: (i) the Company shall give prompt notice to Executive of any such termination; (ii) the Company shall pay to the Executive within thirty (30) days following the Termination Date, a lump-sum amount equal to the Termination Amount; (iii) the Company shall pay to the Executive within ten thirty (1030) business days after the Termination Date a lump-sum amount equal to (A) any accrued and unpaid Salary Salary, Automobile Allowance, vacation time and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to the Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date; and (iv) any upon a termination due to Incapacity, all Equity Awards granted to the Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date. The lump sum payment described in Section 4(c)(ii) shall be made on the sixtieth (60th) day following the Termination Date, provided that prior to the payment date the Executive signs a waiver and release agreement in the form provided by the Company and such waiver and release becomes effective and irrevocable in its entirety prior to such date. If the waiver and release does not become effective and irrevocable on or prior to the payment date set forth in the preceding sentence, the Company shall have no further obligations pursuant to Section 4(c)(ii) or 4(f) of this Agreement. Any dispute between the Compensation Committee and the Executive with respect to the Executive’s Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee and the Executive or his personal representative, whose decision shall be binding on all parties.

Incapacity. If, in the reasonable judgment of the Compensation Committee, as a result of Executive’s incapacity due to a medically determinable physical or mental illness, Executive shall have been absent from his full-time duties as described hereunder for the entire period of twelve (12) consecutive months (“Incapacity”), Executive’s employment shall terminate at the end of the twelve (12)-month period as provided in this Section 6.3. In such event: (i) the Company shall give prompt notice to Executive of any such termination; (ii) the Company shall pay to Executive within thirty (30) days following the Termination Date, a lump-sum amount payment equal to two (2) times the sum of Executive’s (A) Salary and (B) Target Bonus, in each case at the rates in effect on the Termination AmountDate; (iii) the Company shall pay to Executive within ten (10) business days after the Termination Date a lump-sum amount equal to (A) any accrued and unpaid Salary and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date; and (iv) any Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date. Any dispute between the Compensation Committee and Executive with respect to Executive’s Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee and Executive or his personal representative, whose decision shall be binding on all parties.

Incapacity. If, in the reasonable judgment of the Compensation Committee, Committee as a result of the Executive’s incapacity due to a medically determinable physical or mental illness, the Executive shall have been absent from his full-time duties as described hereunder for the entire period of twelve six (126) consecutive months (“Incapacity”), the Executive’s employment shall terminate at the end of the twelve six (12)-month period as provided in this Section 6.36)-month period. In such event, upon the Termination Date, the Company shall pay to the Executive a lump sum payment equal to: (i) any accrued and unpaid Salary through the Company shall give prompt notice to Executive of any such terminationTermination Date; (ii) any bonuses declared to be payable to the Executive for any fiscal periods of the Company prior to the Termination Date; and (iii) the Salary and Automobile Allowance (at the rates in effect as of the Termination Date) payable during the period from the Termination Date through the Expiration Date. The lump sum payment under clauses (i) and (ii) shall pay to Executive be made within thirty (30) days following the Termination Date, a lump-sum amount equal . The payment pursuant to the Termination Amount; clause (iii) shall be made on the Company shall pay to Executive within ten (10) business days after date that is six months and one day following the Termination Date a lump-sum amount equal to (A) any accrued and unpaid Salary and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending provided that prior to the Termination Date; and (iv) any Equity Awards granted to payment date the Executive that would not vest on or signs a waiver and release agreement in the form generally utilized by the Company and such waiver and release becomes effective and irrevocable in its entirety prior to such payment date. If the Termination Date waiver and release does not become effective prior to such date, the Executive shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue forfeit rights to be exercisable until their original stated expiration datepayments under Section 5(c)(iii). Any dispute between the Compensation Committee and the Executive with respect to the Executive’s Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee and Executive or his personal representativethe Executive, whose decision shall be limited to a determination of whether the Compensation Committee had exercised reasonable judgment in making a determination of the Executive’s Incapacity and shall be binding on all parties, without any right to appeal.

Incapacity. If, in the reasonable judgment of the Compensation Committee, as a result of the Executive’s 's incapacity due to a medically determinable physical or mental illness, the Executive shall for at least six consecutive months during the term of this Agreement have been absent from unable to perform his duties under this Agreement on a full-time duties as described hereunder for basis, the entire period of twelve (12) consecutive months (“Incapacity”)Employer, Executive’s employment shall terminate at the end by action of the twelve (12)-month period as provided in this Section 6.3Board, may terminate the Executive's employment hereunder by notice to the Executive. In such event: , (i) the Company shall give prompt notice to Executive of any such termination; (ii) the Company Employer shall pay to the Executive within thirty (30) days following as promptly as practicable after the Termination Date, a lump-sum an amount equal to any unpaid Salary, Bonus and benefits accrued through the Termination Date, together with an amount equal to the Average Bonus (pro rated for the period from the beginning of the fiscal year through the Termination Amount; Date) for the fiscal year in which the Termination Date occurs, (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits referred to in Sections 3(d)(i), 3(d)(ii) and 3(d)(iii)(B) hereof (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of such benefit plans), and (iii) the Company Executive shall pay to be deemed for all vesting requirements contained in any of the Employer's benefit plans, programs or offerings in which the Executive within ten (10) business days after is participating on the Termination Date a lump-sum amount equal (including without limitation any SERP or other benefits) to (A) any accrued and unpaid Salary and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to Executive as determined have been employed by the Compensation Committee for Employer until the Expiration Date, with any fiscal periods of the Company ending prior to the Termination Date; and (iv) any Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be vested stock options remaining exercisable until their original stated expiration such date, provided they do not expire. Any dispute between the Compensation Committee Board and the Executive with respect to the Executive’s Incapacity 's incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee Board and Executive or his personal representativethe Executive, whose decision shall be binding on all parties.

Incapacity. If, in the reasonable judgment of the Compensation Committee, as a result of Executive’s incapacity Incapacity due to a medically determinable physical or mental illness, Executive shall have been absent from his full-time duties as described hereunder for the entire period of twelve twenty-nine (1229) consecutive months (“Incapacity”), Executive’s employment shall terminate at the end of the twelve twenty-nine (12)-month 29)-month period as provided in this Section 6.35(c). In such event: (i) the Company shall give prompt notice to Executive of any such termination; (ii) within thirty (30) days following the Termination Date, the Company shall pay to Executive a lump-sum amount equal to the Salary and Automobile Allowance (at the rate in effect on the Termination Date) that he would have received had he remained employed during the period from the Termination Date until the Expiration Date; (iii) the Company shall provide Executive and his eligible dependents with continuation of medical, dental and health benefits for two (2) years in accordance with Section 4(d) hereof; (iv) the Company shall pay to Executive the entire remaining unpaid balance of the Retirement Compensation as provided in Section 5(g) below, determined as of the Termination Date; (v) the Company shall pay to Executive within thirty (30) days following the Termination Date, a lump-sum amount equal to the Termination Amount; (iii) the Company shall pay to Executive within ten (10) business days after the Termination Date a lump-sum amount equal to (A) any accrued and unpaid Salary and benefits through the Termination Date and (B) any earned but unpaid bonuses declared to be payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date; and (ivvi) any upon a termination due to Incapacity, all Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date. Any dispute between the Compensation Committee and Executive with respect to Executive’s 's Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee and Executive or his personal representative, whose decision shall be binding on all parties.

Incapacity. If, in the reasonable judgment of the Compensation Committee, as a result of the Executive’s 's incapacity due to a medically determinable physical or mental illness, the Executive shall for at least six consecutive months during the term of this Agreement have been absent from unable to perform his duties under this Agreement on a full-time duties as described hereunder for basis, the entire period of twelve (12) consecutive months (“Incapacity”)Employer, Executive’s employment shall terminate at the end by action of the twelve (12)-month period as provided in this Section 6.3Board, may terminate the Executive's employment hereunder by notice to the Executive. In such event: , (i) the Company shall give prompt notice to Executive of any such termination; (ii) the Company Employer shall pay to the Executive within thirty (30) days following as promptly as practicable after the Termination Date, a lump-sum an amount equal to any unpaid Salary, Bonus and benefits accrued through the Termination Date, together with an amount equal to the Average Bonus (pro rated for the period from the beginning of the fiscal year through the Termination Amount; Date) for the fiscal year in which the Termination Date occurs, (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits referred to in Sections 3(d)(i) and 3(d)(ii) and 3(d)(iii)(B) hereof (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of such benefit plans), and (iii) the Company Executive shall pay to be deemed for all vesting requirements contained in any of the Employer's benefit plans, programs or offerings in which the Executive within ten (10) business days after is participating on the Termination Date a lump-sum amount equal (including without limitation any supplemental executive retirement plan or benefit, including that benefit referenced in Exhibit A of this Agreement) to (A) any accrued and unpaid Salary and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to Executive as determined have been employed by the Compensation Committee for any fiscal periods of Employer until the Company ending prior to the Termination Expiration Date; and (iv) any Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date. Any dispute between the Compensation Committee Board and the Executive with respect to the Executive’s Incapacity 's incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee Board and Executive or his personal representativethe Executive, whose decision shall be binding on all parties.

Incapacity. If, in the reasonable judgment of the Compensation Committee, as a result of Executive’s incapacity due to a medically determinable physical or mental illness, Executive shall have been absent from his full-time duties as described hereunder for the entire period of twelve (12) consecutive months (“Incapacity”), Executive’s employment shall terminate at the end of the twelve (12)-month period as provided in this Section 6.37.3. In such event: (i) the Company shall give prompt notice to Executive of any such termination; (ii) the Company shall pay to Executive within the Deferred Payment Amount as soon as practicable following the Termination Date, but no later than thirty (30) days following after the Termination Date, a lump-sum amount equal Date (subject to the Termination AmountSection 12 of this Agreement); (iii) the Company shall pay to Executive within ten (10) business days after the Termination Date a lump-sum amount equal to (A) any accrued and unpaid Salary and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date; (iv) the Company shall continue the Post-Employment Benefits; and (ivv) any Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date. Any dispute between the Compensation Committee and Executive with respect to Executive’s Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee and Executive or his personal representative, whose decision shall be binding on all parties.

Incapacity. If, in the reasonable judgment of the Compensation Committee, as a result of Executive’s incapacity Incapacity due to a medically determinable physical or mental illness, Executive shall have been absent from his full-time duties as described hereunder for the entire period of twelve (12) consecutive months (“Incapacity”), Executive’s employment shall terminate at the end of the twelve (12)-month period as provided in this Section 6.34(c). In such event: (i) the Company shall give prompt notice to Executive of any such termination; (ii) the Company shall pay to Executive within thirty (30) days following after the Termination Date, Date a lump-sum amount equal to the Termination Amount; (iii) the Company shall pay to Executive within ten thirty (1030) business days after the Termination Date a lump-sum amount equal to (A) any accrued and unpaid Salary Salary, Automobile Allowance, vacation time and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date; and (iv) any upon a termination due to Incapacity, all Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date. The lump sum payment shall be made within thirty (30) days following the Termination Date. Any dispute between the Compensation Committee and Executive with respect to Executive’s 's Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee and Executive or his personal representative, whose decision shall be binding on all parties.

Incapacity. If, in the reasonable judgment of the Compensation Committee, as a result of Executive’s incapacity Incapacity due to a medically determinable physical or mental illness, Executive shall have been absent from his full-time duties as described hereunder for the entire period of twelve (12) consecutive months (“Incapacity”), Executive’s employment shall terminate at the end of the twelve (12)-month period as provided in this Section 6.34(c). In such event: (i) the Company shall give prompt notice to Executive of any such termination; (ii) the Company shall pay to Executive within thirty (30) days following after the Termination Date a lump sum payment amount equal to two (2) times the sum of Executive’s (A) Salary and (B) Target Bonus, in each case at the rates in effect on the Termination Date, a lump-sum amount equal to the Termination Amount; (iii) the Company shall pay to Executive within ten thirty (1030) business days after the Termination Date a lump-sum amount equal to (A) any accrued and unpaid Salary Salary, Automobile Allowance, vacation time and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date; and (iv) any upon a termination due to Incapacity, all Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date. The lump sum payment shall be made within thirty (30) days following the Termination Date. Any dispute between the Compensation Committee and Executive with respect to Executive’s Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee and Executive or his personal representative, whose decision shall be binding on all parties.

Incapacity. If, in the reasonable judgment of the Compensation Committee, Committee as a result of the Executive’s 's incapacity due to a medically determinable physical or mental illness, the Executive shall have been absent from his full-time duties as described hereunder for the entire period of twelve six (126) consecutive months (“"Incapacity”"), the Executive’s 's employment shall terminate at the end of the twelve six (12)-month period as provided in this Section 6.3. 6)-month period, In such event: (i) , upon the Company shall give prompt notice to Executive of any such termination; (ii) Termination Date, the Company shall pay to the Executive within thirty (30) days following the Termination Date, a lump-lump sum amount payment equal to the Termination Amount;to: (iii) the Company shall pay to Executive within ten (10) business days after the Termination Date a lump-sum amount equal to (Ai) any accrued and unpaid Salary and benefits through the Termination Date and Date; (Bii) any earned but unpaid bonuses declared to be payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date; and (iviii) any Equity Awards granted to Executive the Salary and Automobile Allowance (at the rate in effect as of the Termination Date) payable during the period from the Termination Date through the Expiration Date. The lump sum payment shall be made on the date that would not vest on or is six months and one day following the Termination Date provided that prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth payment date the Executive signs a waiver and release agreement in the applicable agreement or related plan, form generally utilized by the Company and such Equity Awards waiver and release becomes effective and irrevocable in its entirety. The Company's obligation to pay the Executive his Salary and Automobile Allowance shall continue terminate if the Executive subsequently takes other employment to be exercisable until their original stated expiration datethe extent of the Executive's salary and benefits from such other employment. Any dispute between the Compensation Committee and the Executive with respect to the Executive’s 's Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee and Executive or his personal representativethe Executive, whose decision shall be binding on all parties.

Incapacity. If, in the reasonable judgment of the Compensation Committee, as a result of Executive’s incapacity Incapacity due to a medically determinable physical or mental illness, Executive shall have been absent from his full-time duties as described hereunder for the entire period of twelve (12) consecutive months (“Incapacity”), Executive’s employment shall terminate at the end of the twelve (12)-month period as provided in this Section 6.34(c). In such event: (i) the Company shall give prompt notice to Executive of any such termination; (ii) the Company shall pay to Executive within thirty (30) days following the Termination Date, a lump-lump sum payment amount equal to the Salary (at the rate in effect on the Termination AmountDate) payable during the period from the Termination Date through the Expiration Date; (iii) the Company shall pay to Executive within ten thirty (1030) business days after the Termination Date a lump-sum amount equal to (A) any accrued and unpaid Salary Salary, Automobile Allowance, vacation time and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date; and (iv) any upon a termination due to Incapacity, all Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date. The lump sum payment shall be made within thirty (30) days following the Termination Date. Any dispute between the Compensation Committee and Executive with respect to Executive’s 's Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee and Executive or his personal representative, whose decision shall be binding on all parties.

Incapacity. If, in the reasonable judgment of the Compensation Committee, as a result of Executive’s incapacity due to a medically determinable physical or mental illness, Executive shall have been absent from his full-time duties as described hereunder for the entire period of twelve (12) consecutive months (“Incapacity”), Executive’s employment shall terminate at the end of the twelve (12)-month period as provided in this Section 6.3. In such event: (i) the Company shall give prompt notice to Executive of any such termination; (ii) the Company shall pay to Executive within thirty (30) days following the Termination Date, a lump-sum amount equal to the Termination Amount; (iii) the Company shall pay to Executive within ten thirty (1030) business days after the Termination Date a lump-sum amount equal to (A) any accrued and unpaid Salary and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date; and; (iv) any Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date; and (v) the Company shall pay Executive the Pro Rata Maximum Bonus within thirty (30) days following the Termination Date. Any dispute between the Compensation Committee and Executive with respect to Executive’s Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee and Executive or his personal representative, whose decision shall be binding on all parties.

Incapacity. If, in the reasonable judgment of the Compensation Committee, as a result of the Executive’s incapacity due to a medically determinable physical or mental illness, the Executive shall have been absent from his full-time duties as described hereunder in this Agreement for the entire period of twelve (12) consecutive months (“Incapacity”), the Executive’s employment shall terminate at the end of the twelve (12)-month period as provided in this Section 6.34(c). In such event: (i) the Company shall give prompt notice to Executive of any such termination; (ii) the Company shall pay to the Executive within thirty (30) days following the Termination Date, a lump-sum amount equal to the Termination Amount; (iii) the The Company shall pay to the Executive within ten thirty (1030) business days after the Termination Date a lump-sum amount equal to (A) any accrued and unpaid Salary Salary, Automobile Allowance, vacation time and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to the Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date; and (iv) any Upon a termination due to Incapacity, all Equity Awards granted to the Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date. The lump sum payment described in Section 4(c)(ii) shall be made on the sixtieth (60th) day following the Termination Date, provided that prior to the payment date the Executive signs a waiver and release agreement in the form provided by the Company and such waiver and release becomes effective and irrevocable in its entirety prior to such date. If the waiver and release does not become effective and irrevocable on or prior to the payment date set forth in the preceding sentence, the Company shall have no further obligations pursuant to Sections 4(c)(ii) or 4(g) of this Agreement. Any dispute between the Compensation Committee and the Executive with respect to the Executive’s Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee and the Executive or his personal representative, whose decision shall be binding on all parties.

Incapacity. If, in If Executive shall for at least six (6) consecutive months during the reasonable judgment Employment Term have been unable to perform his material duties under this Agreement by reason of the Compensation Committee, as a result of Executive’s incapacity due to a any medically determinable physical or mental illness, Executive shall have been absent from his full-time duties as described hereunder impairment which can be expected to result in death or can be expected to last for the entire a continuous period of twelve (12) consecutive months (“Incapacity”)not less than 12 months, the Company may terminate Executive’s 's employment shall terminate at the end of the twelve (12)-month period as provided in this Section 6.37.3. In such eventIf the Company desires to so terminate Executive's employment, the Company shall: (i) the Company shall give prompt notice to Executive of any such termination; (ii) until the Company shall Expiration Date, continue to pay to Executive within thirty an annual amount equal to two (302) days times the Salary in effect on the Termination Date. The payments shall be made in equal bi-monthly installments commencing on the first payroll period following the Termination Date, a lump-sum amount equal to the Termination Amount; (iii) pay to Executive the Company shall entire remaining unpaid balance of the Retirement Compensation as provided in Section 7.6 and below, determined as of the Termination Date; (iv) pay to Executive within ten (10) business days after the Termination Date a lump-sum amount equal to (A) any accrued and unpaid Salary and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date; and (ivv) any Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration dateprovide medical, dental and health benefits as provided in Section 5.3 hereof. Any dispute between the Compensation Committee Board and Executive with respect to Executive’s Incapacity 's incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee Board and Executive or his personal representative, whose decision shall be binding on all parties.