Common use of Termination by Reason of Total Disability Clause in Contracts

Termination by Reason of Total Disability. In the event that Executive's employment is terminated by reason of Executive's Total Disability as determined in accordance with Section 5(b), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are made to senior executives of the Company for the year in which Executive is terminated, and to the extent not otherwise paid to the Executive. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(d) hereof) shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the Base Salary (at the rate in effect as of the date of Executive's Total Disability) which would have been payable to Executive if Executive had continued in active employment for two years following termination of employment, less any payments under any long-term disability plan or arrangement paid for by the Company. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive had remained in active employment until the end of such period. (iv) As of the date of termination by reason of Executive's Total Disability, Executive shall be fully vested in all stock option awards, and Executive shall have up to one (1) year from the date of termination by reason of Total Disability to exercise all such options; provided that in no event will any option be exercisable beyond its term. (v) As otherwise specifically provided herein.

Termination by Reason of Total Disability. In the event that Executive's ’s employment is terminated by reason of Executive's ’s Total Disability as determined in accordance with pursuant to Section 5(b)) hereof, the Company shall pay Executive the following amounts compensation and benefits in addition to Executivethe compensation and benefits provided for in Section 6(a) above: (i) Any accrued but unpaid Subject to Section 6(c)(ii) below, Executive shall be entitled to be paid: (A) his Base Salary for services rendered at the rate in effect immediately prior to the effective date of termination on the Company’s regular pay days for a period of two (2) years from the effective date of termination as if his employment had continued until the end of such two (2) year period; and (B) an aggregate amount equal to two (2) times the Bonus Average, which shall be paid in equal installments on the Company’s regular pay days over the course of twenty-four (24) months from the effective date of termination. (ii) Whenever compensation is payable to Executive under Section 6(c)(i) during a period in which he is partially or totally disabled, and such disability would (except for the provisions hereof) entitle Executive to disability income or salary continuation payments from the Company according to the terms of any accrued but unpaid expenses plan or program presently maintained or hereafter established by the Company, the disability income or salary continuation paid to Executive pursuant to any such plan or program shall be considered a portion of the payments required to be reimbursed made to Executive pursuant to this Section 6(c) and shall not be in addition thereto. If disability income is payable directly to Executive by an insurance company under this Agreementthe terms of an insurance policy paid for by the Company, any vacation accrued the amounts paid to Executive by such insurance company shall be considered a portion of the date of termination and any earned but unpaid bonuses for any prior period. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are be made to Executive pursuant to this Section 6(c) and shall not be in addition thereto. (iii) Executive and his dependents shall be entitled to continue to receive medical, dental and vision insurance coverage at least equal in type and amount to that made available to full-time senior executives of the Company immediately prior to the effective date of termination for a period of two (2) years from the year effective date of termination, or until Executive becomes eligible for substantially equivalent employer-provided health insurance benefits from any other person or business entity, whichever occurs first. In the event that participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide benefits substantially similar to those benefits which Executive is terminated, and to the extent not otherwise paid to the Executive. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(d) hereof) shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the Base Salary (at the rate in effect as of the date of Executive's Total Disability) which would have been payable entitled to Executive if Executive had continued in active employment receive under such plan, program, or arrangement, for two years following termination of employment, less any payments under any long-term disability plan or arrangement paid for by the Company. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive had remained in active employment until the end of such period. (iv) As All of Executive’s then outstanding options to purchase shares of the date of termination by reason of Executive's Total Disability, Executive Company’s common stock shall be fully vested and exercisable in all stock option awardsaccordance with the terms of the Governing Stock Option Plan, and Executive shall have up to one (1) year from the date of termination by reason of Total Disability to exercise all such options; provided that as then in no event will any option be exercisable beyond its termeffect. (v) As otherwise specifically provided herein.

Termination by Reason of Total Disability. In the event that Executive's employment is terminated by reason of Executive's Total Disability as determined in accordance with Section 5(b), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior periodtermination. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are made to senior similarly situated executives of the Company for the year in which Executive is terminated, and to the extent not otherwise paid to the Executive. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(d4(c) hereof) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the The Base Salary (at the rate in effect as of the date of Executive's Total Disability) which would have been payable to Executive if Executive had continued in active employment for two years following termination until the end of employment, less any payments under any long-term disability plan or arrangement paid for by the Companycurrent Employment Term. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive had remained in active employment until the end of such period. (iv) As of the date of termination by reason of Executive's Total Disabilitytotal disability, Executive shall be fully vested in all stock option awards, awards and Executive shall have up to one (1) year from the date of termination by reason of Total Disability total disability to exercise all such options; provided that in no event will any option be exercisable beyond its term. (v) As otherwise specifically provided herein.

Termination by Reason of Total Disability. In the event that Executive's employment is terminated by reason of Executive's Total Disability as determined in accordance with Section 5(b), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are made to senior executives of the Company for the year in which Executive is terminated, and to the extent not otherwise paid to the Executive. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(dSections 4(g)-(i) hereof) shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the Base Salary (at the rate in effect as of the date of Executive's Total Disability) which would have been payable to Executive if Executive had continued in active employment for two years following termination of employment, less any payments under any long-term disability plan or arrangement paid for by the Company. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive had remained in active employment until the end of such period. (iv) As of the date of termination by reason of Executive's Total Disability, Executive shall be fully vested in all stock option awards, awards and the Restricted Stock Grant and Executive shall have up to one (1) year from the date of termination by reason of Total Disability to exercise all such options; provided that in no event will any option be exercisable beyond its term. (v) As otherwise specifically provided herein.

Termination by Reason of Total Disability. In the event that Executive's employment is terminated by reason of Executive's Total Disability as determined in accordance with Section 5(b), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are made to senior executives of the Company for the year in which Executive is terminated, and to the extent not otherwise paid to the Executive. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section Sections 4(d), (e) and (f) hereof) shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the Base Salary (at the rate in effect as of the date of Executive's Total Disability) which would have been payable to Executive if Executive had continued in active employment for two years following termination of employment, less any payments under any long-term disability plan or arrangement paid for by the Company. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive had remained in active employment until the end of such period. (iv) As of the date of termination by reason of Executive's Total Disability, Executive shall be fully vested in all stock option awards, awards and Executive shall have up to one (1) year from the date of termination by reason of Total Disability to exercise all such options; , provided that in no event will any option be exercisable beyond its term. (v) As otherwise specifically provided herein.

Termination by Reason of Total Disability. In the event that Executive's employment is terminated by reason of Executive's Total Disability as determined in accordance with Section 5(b), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination termination, and any earned but unpaid bonuses for any prior period. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are made to senior executives of the Company for the year in which Executive is terminated, and to the extent not otherwise paid to the Executive. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(d) hereof) shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the Base Salary (at the rate in effect as of the date of Executive's Total Disability) which would have been payable to Executive if Executive had continued in active employment for two years following termination of employment, less any payments under any long-term disability plan or arrangement paid for by the Company. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive had remained in active employment until the end of such period. (iv) As of the date of termination by reason of Executive's Total Disability, stock options previously awarded to Executive as of the date of termination shall be fully vested in all stock option awardsvested, and Executive or his legal guardian shall have up to one (1) year from the date of termination by reason of Total Disability death to exercise all such previously-awarded options; , provided that in no event will any option be exercisable beyond its term. No stock options contemplated by this Agreement, but not yet awarded to Executive as of the time of his employment termination, shall be granted. (v) As otherwise specifically provided herein.

Termination by Reason of Total Disability. In the event that Executive's employment is terminated by reason of Executive's Total Disability as determined in accordance with Section 5(b), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are made to senior executives of the Company for the year in which Executive is terminated, and to the extent not otherwise paid to the Executive. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(d) hereof) shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the Base Salary (at the rate in effect as of the date of Executive's Total Disability) which would have been payable to Executive if Executive had continued in active employment for two years following termination of employment, less any payments under any long-term disability plan or arrangement paid for by the Company. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive had remained in active employment until the end of such period. (iv) As of the date of termination by reason of Executive's Total Disability, Executive shall be fully vested in all stock option awards, awards and Executive shall have up to one (1) year from the date of termination by reason of Total Disability to exercise all such options; provided that in no event will any option be exercisable beyond its term. (v) As otherwise specifically provided herein, including the retirement benefit to the extent payable pursuant to Section 4(h).

Termination by Reason of Total Disability. In the event that Executive's ’s employment is terminated by reason of Executive's ’s Total Disability as determined in accordance with pursuant to Section 5(b)) hereof, the Company shall pay Executive the following amounts compensation and benefits in addition to Executivethe compensation and benefits provided for in Section 6(a) above: (i) Any accrued but unpaid Subject to Section 6(c)(ii) below, Executive shall be entitled to be paid: (A) his Base Salary for services rendered at the rate in effect immediately prior to the effective date of termination on the Company’s regular pay days for a period of three (3) years from the effective date of termination as if his employment had continued until the end of such three (3) year period; and (B) an aggregate amount equal to three (3) times the Bonus Average, which shall be paid in equal installments on the Company’s regular pay days over the course of thirty-six (36) months from the effective date of termination. (ii) Whenever compensation is payable to Executive under Section 6(c)(i) during a period in which he is partially or totally disabled, and such disability would (except for the provisions hereof) entitle Executive to disability income or salary continuation payments from the Company according to the terms of any accrued but unpaid expenses plan or program presently maintained or hereafter established by the Company, the disability income or salary continuation paid to Executive pursuant to any such plan or program shall be considered a portion of the payments required to be reimbursed made to Executive pursuant to this Section 6(c) and shall not be in addition thereto. If disability income is payable directly to Executive by an insurance company under this Agreementthe terms of an insurance policy paid for by the Company, any vacation accrued the amounts paid to Executive by such insurance company shall be considered a portion of the date of termination and any earned but unpaid bonuses for any prior period. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are be made to Executive pursuant to this Section 6(c) and shall not be in addition thereto. (iii) Executive and his dependents shall be entitled to continue to receive medical, dental and vision insurance coverage at least equal in type and amount to that made available to full-time senior executives of the Company immediately prior to the effective date of termination for a period of three (3) years from the year effective date of termination, or until Executive becomes eligible for substantially equivalent employer-provided health insurance benefits from any other person or business entity, whichever occurs first. In the event that participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide benefits substantially similar to those benefits which Executive is terminated, and to the extent not otherwise paid to the Executive. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(d) hereof) shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the Base Salary (at the rate in effect as of the date of Executive's Total Disability) which would have been payable entitled to Executive if Executive had continued in active employment receive under such plan, program, or arrangement, for two years following termination of employment, less any payments under any long-term disability plan or arrangement paid for by the Company. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive had remained in active employment until the end of such period. (iv) As All of Executive’s then outstanding options to purchase shares of the date of termination by reason of Executive's Total Disability, Executive Company’s common stock shall be fully vested and exercisable in all stock option awardsaccordance with the terms of the Governing Stock Option Plan, and Executive shall have up to one (1) year from the date of termination by reason of Total Disability to exercise all such options; provided that as then in no event will any option be exercisable beyond its termeffect. (v) As otherwise specifically provided herein.

Termination by Reason of Total Disability. In the event that Executive's employment is terminated by reason of Executive's Total Disability as determined in accordance with Section 5(b), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination termination, and any earned but unpaid bonuses for any prior periodcalendar year. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are made to senior executives of the Company WMI for the year in which Executive is terminated, and to the extent not otherwise paid to the Executive. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(d) hereof) shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the Base Salary (at the rate in effect as of the date of Executive's Total Disability) which would have been payable to Executive if Executive had continued in active employment for two years following termination of employment, less any payments under any long-term disability plan or arrangement paid for by the Company. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive had remained in active employment until the end of such period. (iv) As of the date of termination by reason of Executive's Total Disability, stock options previously awarded to Executive as of the date of termination shall be fully vested in all stock option awardsvested, and Executive or his legal guardian shall have up to one (1) year from the date of termination by reason of Total Disability death to exercise all such previously-awarded options; , provided that in no event will any option be exercisable beyond its term. No stock options contemplated by this Agreement, but not yet awarded to Executive as of the time of his employment termination, shall be granted. (v) As otherwise specifically provided herein.

Termination by Reason of Total Disability. In the event that Executive's ’s employment is terminated by reason of Executive's ’s Total Disability as determined in accordance with Section 5(b), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination but unused vacation, and any earned but unpaid bonuses for any prior period. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are made to senior executives of the Company WMI for the year in which Executive is terminated, and to the extent not otherwise paid to the Executive. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(d) hereof) shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the Base Salary (at the rate in effect as of the date of Executive's ’s Total Disability) which would have been payable to Executive if Executive had continued in active employment for two years following termination of employment, less any payments under any long-term disability plan or arrangement paid for by the Company. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive had remained in active employment until the end of such period. (iv) As of the date of termination by reason of Executive's ’s Total Disability, stock options previously awarded to Executive as of the date of termination shall be fully vested in all stock option awardsvested, and Executive or his legal guardian shall have up to one (1) year from the date of termination by reason of Total Disability death to exercise all such previously-awarded options; , provided that in no event will any option be exercisable beyond its term. No stock options contemplated by this Agreement, but not yet awarded to Executive as of the time of his employment termination, shall be granted. (v) As otherwise specifically provided herein.

Termination by Reason of Total Disability. In the event that Executive's ’s employment is terminated prior to the expiration of the Term by reason of Executive's Total Disability as determined in accordance with pursuant to Section 5(b5(a), the Company shall pay the following amounts amounts, and make the following other benefits available, to Executive: (i) Any accrued but unpaid The Standard Termination Payments (as defined in Section 6(a)); (ii) Continued payment of the Base Salary for services rendered a period of twelve (12) months following termination, provided such amounts shall be reduced by any disability payments provided to Executive as a result of any disability plan sponsored by the Company or its affiliates providing benefits to Executive, if the payments to Executive hereunder and thereunder would exceed one hundred percent (100%) of Executive’s Base Salary; (iii) If Incentive Compensation for the prior fiscal year has not been paid, a lump sum payment of any Incentive Compensation Executive would have received for such year but for such termination of employment, payable as and when such Incentive Compensation would have been payable under Section 3(b); (iv) In lieu of any Incentive Compensation for the year in which such termination of employment occurs, payment of an amount equal to (A) the highest annual Incentive Compensation paid to Executive in respect of the two most recent fiscal years of the Company or, if Executive was not employed during the prior fiscal year, Executive’s Target Bonus for the then-current fiscal year, but in any event not more than 66% of Executive’s Base Salary as of the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to multiplied by (B) a fraction the date numerator of which is the number of days Executive was employed in the year of termination and any earned but unpaid bonuses for any prior period. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are made to senior executives denominator of which is the Company for total number of days in the year in which Executive is terminatedof termination, payable as and to the extent not when such Incentive Compensation would otherwise paid to the Executive. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(d) hereof) shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the Base Salary (at the rate in effect as of the date of Executive's Total Disability) which would have been payable to Executive if Executive had continued in active employment for two years following termination of employment, less any payments under any long-term disability plan or arrangement paid for by the Company. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive had remained in active employment until the end of such period. (iv) As of the date of termination by reason of Executive's Total Disability, Executive shall be fully vested in all stock option awards, and Executive shall have up to one (1) year from the date of termination by reason of Total Disability to exercise all such options; provided that in no event will any option be exercisable beyond its termSection 3(b). (v) As otherwise specifically provided hereinIf Executive elects to continue medical coverage under the Company’s group health plan in accordance with COBRA, the Company shall pay the monthly premiums for such coverage for a period of twelve (12) months.

Termination by Reason of Total Disability. In the event that Executive's employment is terminated by reason of Executive's Total Disability as determined in accordance with Section 5(b), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination termination, and any earned but unpaid bonuses for any prior period. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are made to senior executives of the Company for the year in which Executive is terminated, and to the extent not otherwise paid to the Executive. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(d) hereof) shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the Base Salary (at the rate in effect as of the date of Executive's Total Disability) which would have been payable to Executive if Executive had continued in active employment for two years following termination of employment, less any payments under any long-term disability plan or arrangement paid for by the Company. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive had remained in active employment until the end of such period. (iv) As of the date of termination by reason of Executive's Total Disability, stock options previously awarded to Executive as of the date of termination, and the Restricted Stock Grant, shall be fully vested in all stock option awardsvested, and Executive or his legal guardian shall have up to one (1) year from the date of termination by reason of Total Disability to exercise all such previously-awarded options; , provided that in no event will any option be exercisable beyond its term. No stock options contemplated by this Agreement, but not yet awarded to Executive as of the time of his employment termination, shall be granted. (v) As otherwise specifically provided herein.

Termination by Reason of Total Disability. In the event that Executive's ’s employment is terminated prior to the expiration of the Term by reason of Executive's Total Disability as determined in accordance with pursuant to Section 5(b5(a), the Company shall pay the following amounts amounts, and make the following other benefits available, to Executive: (i) Any accrued but unpaid The Standard Termination Payments (as defined in Section 6(a)); (ii) Continued payment of the Base Salary for services rendered a period of twelve (12) months following termination, provided such amounts shall be reduced by any disability payments provided to Executive as a result of any disability plan sponsored by the Company or its affiliates providing benefits to Executive, if the payments to Executive hereunder and thereunder would exceed one hundred percent (100%) of Executive’s Base Salary; (iii) If Incentive Compensation for the prior fiscal year has not been paid, a lump sum payment of any Incentive Compensation Executive would have received for such year but for such termination of employment, payable as and when such Incentive Compensation would have been payable under Section 3(b); (iv) In lieu of any Incentive Compensation for the year in which such termination of employment occurs, payment of an amount equal to (A) the highest annual Incentive Compensation paid to Executive in respect of the two most recent fiscal years of the Company or, if Executive was not employed during the prior fiscal year, Executive’s Target Bonus for the then-current fiscal year, but in any event not more than 100% of Executive’s Base Salary as of the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to multiplied by (B) a fraction the date numerator of which is the number of days Executive was employed in the year of termination and any earned but unpaid bonuses for any prior period. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are made to senior executives denominator of which is the Company for total number of days in the year in which Executive is terminatedof termination, payable as and to the extent not when such Incentive Compensation would otherwise paid to the Executive. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(d) hereof) shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the Base Salary (at the rate in effect as of the date of Executive's Total Disability) which would have been payable to Executive if Executive had continued in active employment for two years following termination of employment, less any payments under any long-term disability plan or arrangement paid for by the Company. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive had remained in active employment until the end of such period. (iv) As of the date of termination by reason of Executive's Total Disability, Executive shall be fully vested in all stock option awards, and Executive shall have up to one (1) year from the date of termination by reason of Total Disability to exercise all such options; provided that in no event will any option be exercisable beyond its termSection 3(b). (v) As otherwise specifically provided hereinIf Executive elects to continue medical coverage under the Company’s group health plan in accordance with COBRA, the Company shall pay the monthly premiums for such coverage for a period of eighteen (18) months.

Termination by Reason of Total Disability. In the event that Executive's employment is terminated by reason of Executive's Total Disability as determined in accordance with Section 5(b), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are made to senior executives of the Company for the year in which Executive is terminated, and to the extent not otherwise paid to the Executive. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(dSections 4(f)-(h) hereof) shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the Base Salary (at the rate in effect as of the date of Executive's Total Disability) which would have been payable to Executive if Executive had continued in active employment for two years following termination of employment, less any payments under any long-term disability plan or arrangement paid for by the Company. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive had remained in active employment until the end of such period. (iv) As of the date of termination by reason of Executive's Total Disability, Executive shall be fully vested in all stock option awards, awards and Executive shall have up to one one (1) year from the date of termination by reason of Total Disability to exercise all such options; provided that in no event will any option be exercisable beyond its term. (v) As otherwise specifically provided herein.

Termination by Reason of Total Disability. In the event that Executive's employment is terminated by reason of Executive's Total Disability as determined in accordance with Section 5(b), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination termination, and any earned but unpaid bonuses for any prior periodcalendar year. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are made to senior executives of the Company for the year in which Executive is terminated, and to the extent not otherwise paid to the Executive. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(d) hereof) shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the Base Salary (at the rate in effect as of the date of Executive's Total Disability) which would have been payable to Executive if Executive had continued in active employment for two years following termination of employment, less any payments under any long-term disability plan or arrangement paid for by the Company. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive had remained in active employment until the end of such period. (iv) As of the date of termination by reason of Executive's Total Disability, stock options previously awarded to Executive as of the date of termination shall be fully vested in all stock option awardsvested, and Executive or his legal guardian shall have up to one (1) year from the date of termination by reason of Total Disability death to exercise all such previously-awarded options; , provided that in no event will any option be exercisable beyond its term. No stock options contemplated by this Agreement, but not yet awarded to Executive as of the time of his employment termination, shall be granted. (v) As otherwise specifically provided herein.

Termination by Reason of Total Disability. In the event that ExecutiveEmployee's employment is terminated by reason of ExecutiveEmployee's Total Disability as determined in accordance with Section 5(b), the Company shall pay the following amounts to ExecutiveEmployee: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are made to senior executives of the Company for the year in which Executive is terminated, and to the extent not otherwise paid to the Executivetermination. (ii) Any benefits to which Executive Employee may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(d4(c) hereof) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to to (A) the Base Salary (at the rate in effect as of the date of ExecutiveEmployee's Total Disability) which would have been payable to Executive Employee if Executive Employee had continued in active employment for two years following termination until the end of employment, less any payments the 12-month period beginning on the date of Employee's termination; reduced by (B) the maximum annual amount of the long term disability benefits payable to Employee under any the Company's long-term disability plan or arrangement paid as determined prior to the reduction of such benefits under the terms of the plan for by the Companyother disability income. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive Employee had remained in active employment until the end of such period. (iv) As of the date of Employee's termination by reason of ExecutiveEmployee's Total Disabilitytotal disability, Executive Employee shall be fully vested in all stock option awards, and Executive . Employee shall have up to one (1) year from the date of termination by reason of Total Disability total disability to exercise all such options; provided that in no event will any option be exercisable beyond its term. (v) As otherwise specifically provided herein.

Termination by Reason of Total Disability. In the event that Executive's employment is terminated by reason of Executive's Total Disability as determined in accordance with Section 5(b), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination termination, and any earned but unpaid bonuses for any prior period. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are made to senior executives of the Company for the year in which Executive is terminated, and to the extent not otherwise paid to the Executive. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(d) hereof) shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the Base Salary (at the rate in effect as of the date of Executive's Total Disability) which would have been payable to Executive if Executive had continued in active employment for two years following termination of employment, less any payments under any long-term disability plan or arrangement paid for by the Company. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive had remained in active employment until the end of such period. (iv) As of the date of termination by reason of Executive's Total Disability, stock options previously awarded to Executive as of the date of termination shall be fully vested in all stock option awardsvested, and Executive or his legal guardian shall have up to one (1) year from the date of termination by reason of Total Disability to exercise all such previously-awarded options; , provided that in no event will any option be exercisable beyond its term. No stock options contemplated by this Agreement, but not yet awarded to Executive as of the time of his employment termination, shall be granted. (v) As otherwise specifically provided herein.

Termination by Reason of Total Disability. In the event that ExecutiveEmployee's employment is terminated by reason of ExecutiveEmployee's Total Disability as determined in accordance with Section 5(b), the Company shall pay the following amounts to ExecutiveEmployee: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are made to senior executives of the Company for the year in which Executive is terminated, and to the extent not otherwise paid to the Executivetermination. (ii) Any benefits to which Executive Employee may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(d4(c) hereof) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to to (A) the Base Salary (at the rate in effect as of the date of ExecutiveEmployee's Total Disability) which would have been payable to Executive Employee if Executive Employee had continued in active employment for two years following termination until the end of employment, less any payments the 12-month period beginning on the date of Employee's termination; reduced by (B) the maximum annual amount of the long term disability benefits payable to Employee under any the Company's long-term disability plan or arrangement paid as determined prior to the reduction of such benefits under the terms of the plan for by the Companyother disability income. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive Employee had remained in active employment until the end of such period. (iv) As of the date of Employee's termination by reason of ExecutiveEmployee's Total Disabilitytotal disability, Executive Employee shall be fully vested in all stock option awards, and Executive . Employee shall have up to one (1) year from the date of termination by reason of Total Disability due to total disability to exercise all such options; provided that in no event will any option be exercisable beyond its term. (v) As otherwise specifically provided herein.

Termination by Reason of Total Disability. In the event that Executive's employment is terminated by reason of Executive's Total Disability as determined in accordance with Section 5(b), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination termination, and any earned but unpaid bonuses for any prior period. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment to the extent such awards are made to senior executives of the Company WMI for the year in which Executive is terminated, and to the extent not otherwise paid to the Executive. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(d) hereof) shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the Base Salary (at the rate in effect as of the date of Executive's Total Disability) which would have been payable to Executive if Executive had continued in active employment for two years following termination of employment, less any payments under any long-term disability plan or arrangement paid for by the Company. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Executive had remained in active employment until the end of such period. (iv) As of the date of termination by reason of Executive's Total Disability, stock options previously awarded to Executive as of the date of termination shall be fully vested in all stock option awardsvested, and Executive or his legal guardian shall have up to one (1) year from the date of termination by reason of Total Disability death to exercise all such previously-awarded options; , provided that in no event will any option be exercisable beyond its term. No stock options contemplated by this Agreement, but not yet awarded to Executive as of the time of his employment termination, shall be granted. (v) As otherwise specifically provided herein.