Common use of Termination Due to Permanent Disability Clause in Contracts

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s failure to perform or being unable to perform all or substantially all of Employee’s duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six (6) months from the date of termination; (iv) the immediate vesting of all unvested equity-based incentive awards held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date of such termination; (v) the payment of premiums owed for COBRA insurance benefits for a period of twelve (12) months from the date of termination; and (vi) no other severance. The Company shall be entitled to take as an offset against any amounts due pursuant to subsections (iii) and (v) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s failure to perform or being unable to perform all or substantially all of Employee’s duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six (6) months from the date of termination; (iv) the immediate vesting of all unvested equitylong-term incentive compensation based incentive awards held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date of such termination; (v) the payment of premiums owed for COBRA insurance benefits for a period of twelve (12) months from the date of termination; and (vi) no other severance. The Company shall be entitled to take as an offset against any amounts due pursuant to subsections (iii) and (v) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s 's employment under this First Amended Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s 's failure to perform or being unable to perform all or substantially all of Employee’s 's duties under this First Amended Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s 's then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six twelve (612) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (viv) the payment of premiums owed for COBRA insurance benefits for a period of twelve (12) months from the date of termination; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all applicable laws, Employeethe Director’s employment Engagement under this Agreement may be terminated immediately by the Company in the event Employee the Director becomes permanently disabled. “Permanent disability disability” shall be defined as Employeethe Director’s failure to perform or being unable to perform all or substantially all of Employeethe Director’s duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employeethe Director, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employeethe Director’s permanent disability, Employee in exchange for Director’s execution of a release in the form attached hereto as Exhibit B, the Director shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employeethe Director’s then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six nine (69) months from the date of termination; (ivii) payment of premiums owed for insurance benefits at the same level held by the Director at the time of termination for a period of nine (9) months from the date of termination; (iii) the immediate vesting of all unvested equitylong-based term incentive compensation awards held by Employee the Director that would have vested had Employee he remained employed engaged pursuant to this Agreement for a period of six nine (69) months from the date of such terminationDirector’s termination1; and; (v) the payment of premiums owed for COBRA insurance benefits for a period of twelve (12) months from the date of termination; and (viiv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections subsection (iii) and (vi) above, any amounts received by Employee Director pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s 's employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s 's failure to perform or being unable to perform all or substantially all of Employee’s 's duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s 's then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six time equal to twenty-four (624) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (viv) the payment of premiums owed for COBRA insurance benefits for a period of twelve time equal to the maximum time allowable under COBRA (12currently eighteen (18) months), but not to exceed twenty-four (24) months from the date of terminationunder any circumstances; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s 's employment under this First Amended Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s 's failure to perform or being unable to perform all or substantially all of Employee’s 's duties under this First Amended Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s 's then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six nine (69) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock 4 Xxxx Xxxxxxx options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (viv) the payment of premiums owed for COBRA insurance benefits for a period of twelve nine (129) months from the date of termination; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s 's employment under this First Amended Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s 's failure to perform or being unable to perform all or substantially all of Employee’s 's duties under this First Amended Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s 's then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six twelve (612) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (viv) the payment of premiums owed for COBRA insurance benefits for a period of twelve (12) months from the date of termination; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company."

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s 's employment under this First Amended Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s 's failure to perform or being unable to perform all or substantially all of Employee’s 's duties under this First Amended Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s 's then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six twenty-four (624) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (viv) the payment of premiums owed for COBRA insurance benefits for a period of twelve time equal to the maximum time allowable under COBRA (12currently eighteen (18) months), but not to exceed twenty-four (24) months from the date of terminationunder any circumstances; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s 's employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s 's failure to perform or being unable to perform all or substantially all of Employee’s 's duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s 's then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six time equal the greater of the remainder of the term of this Agreement or twelve (612) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (viv) the payment of premiums owed for COBRA insurance benefits for a period of time equal to twelve (12) months from the date of termination; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all applicable ---------------------------------------- laws, Employee’s 's employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s failure to perform or being unable to perform all or substantially all of Employee’s duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash the continued payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six time equal to the remainder of the term of this Agreement; (6iii) months from severance pay equal to the date nondiscretionary cash bonus, if any, Employee would have earned under the then existing Executive Bonus Plan in the fiscal year in which Employee's employment is terminated, prorated in accordance with the number of terminationdays in such fiscal year that elapsed prior to Employee's termination and payable at the same time and under the same terms and conditions as any other nondiscretionary bonuses paid to officers in that fiscal year; (iv) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (v) the payment continuation of premiums owed for COBRA insurance all benefits and perquisites provided by Section 5(c)(i) and (ii) hereof for a period of twelve (12) months from time equal to the date remainder of terminationthe term of this Agreement; and (vi) no other severance. The Company Termination under this subsection shall be entitled effective immediately upon the date the Board of Directors of the Company formally resolves that Employee is permanently disabled. Subject to take as an offset against all applicable laws, "permanent disability" shall mean the inability of Employee, by reason of any amounts due pursuant to subsections (iii) and (v) above, any amounts received by Employee pursuant to disability ailment or other insuranceillness, or similar sourcesphysical or mental condition, to devote substantially all of his or her time during normal business hours to the daily performance of Employee's duties as required under this Agreement for a continuous period of six (6) months. At Employee's option, Employee may elect in writing up to 60 days prior to termination to receive such payments and benefits as provided by subsection (ii) of this section in a lump sum payment representing all future payments due, discounted to their then present value at the Companyprevailing major bank prime rate as of the date of termination.

Termination Due to Permanent Disability. Subject to all --------------------------------------- applicable laws, Employee’s Xx. Xxxxxxxx'x employment under this Agreement may be terminated immediately by the Company in the event Employee Xx. Xxxxxxxx becomes permanently disabled. Permanent disability shall be defined as Employee’s Xx. Xxxxxxxx'x failure to perform or being unable to perform all or substantially all of Employee’s Xx. Xxxxxxxx'x duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by EmployeeXx. Xxxxxxxx, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s Xx. Xxxxxxxx'x permanent disability, Employee Xx. Xxxxxxxx shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s then current Xx. Xxxxxxxx'x former base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six time equal to the greater of the remainder of the Initial Term of this Agreement or eighteen (618) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date Xx. Xxxxxxxx as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Xx. Xxxxxxxx'x termination; (viv) the payment of premiums owed for COBRA insurance benefits for a period of twelve time equal to eighteen (1218) months from the date of termination; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee Xx. Xxxxxxxx pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s 's employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s 's failure to perform or being unable to perform all or substantially all of Employee’s 's duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s then current 's former base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six time equal the greater of the remainder of the term of this Agreement or twelve (612) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (viv) the payment of premiums owed for COBRA insurance benefits for a period of time equal to twelve (12) months from the date of termination; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject Subjct to all ---------------------------------------- applicable laws, Employee’s 's employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s failure to perform or being unable to perform all or substantially all of Employee’s duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash the continued payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six time equal to the greater of the remainder of the term of this Agreement or two years; (6iii) months from severance pay equal to the date nondiscretionary cash bonus Employee would have earned under the then existing Executive Bonus Plan in the fiscal year in which Employee's employment is terminated, prorated in accordance with the number of terminationdays in such fiscal year that elapsed prior to Employee's termination and payable at the same time and under the same terms and conditions as any other nondiscretionary bonuses paid to officers in that fiscal year; (iv) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (v) the payment continuation of premiums owed for COBRA insurance all benefits and perquisites provided by Section 5(c)(i) and (ii) hereof for a period of twelve (12) months from time equal to the date greater of terminationthe remainder of the term of this Agreement or two years; and (vi) no other severance. The Company Termination under this subsection shall be entitled effective immediately upon the date the Board of Directors of the Company formally resolves that Employee is permanently disabled. Subject to take as an offset against all applicable laws, "permanent disability" shall mean the inability of Employee, by reason of any amounts due pursuant to subsections (iii) and (v) above, any amounts received by Employee pursuant to disability ailment or other insuranceillness, or similar sourcesphysical or mental condition, to devote substantially all of his or her time during normal business hours to the daily performance of Employee's duties as required under this Agreement for a continuous period of six (6) months. At Employee's option, Employee may elect in writing up to 60 days prior to termination to receive such payments and benefits as provided by subsection (ii) of this section in a lump sum payment representing all future payments due, discounted to their then present value at the Companyprevailing major bank prime rate as of the date of termination.

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s failure to perform or being unable to perform all or substantially all of Employee’s duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s permanent disability, Employee shall be entitled to (i) any compensation (including Paid Time Off) accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six (6) months from the date of termination; (iii) a lump sum amount equal to Employee’s then current annual base salary pro rated for service through the date of termination; (iv) the immediate vesting of all unvested equitylong-based term incentive awards compensation, whether in the form of options, restricted stock, restricted stock units, performance shares, cash units, stock appreciation rights or otherwise 5 Xxxxxx Xxxxxxx constituted, held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date of such termination; (v) if Employee makes a timely election for continued health insurance coverage pursuant to COBRA, then (subject to Employee’s continued eligibility for COBRA benefits) the payment of premiums owed for such COBRA insurance benefits for a period of up to twelve (12) months from the date of termination; and (vi) no other severance. The Company shall be entitled to take as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company. Performance based awards that may vest pursuant to this section will not be paid unless, and then only to the extent that, the performance goals underlying such awards have been satisfied at the end of the applicable performance period. Any potential payment related to the accelerated vesting of such performance based awards will be paid following the completion of the relevant performance period and the evaluation of whether the performance goals have been met, and any such payment will be made to Employee at the same time other participants receive payment.

Termination Due to Permanent Disability. Subject to all applicable ---------------------------------------- laws, Employee’s 's employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s failure to perform or being unable to perform all or substantially all of Employee’s duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash the continued payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six time equal to the remainder of the term of this Agreement (6net of any disability insurance proceeds); (iii) months from the immediate vesting of outstanding but unvested stock options (including Incentive Options) held by Employee as of such termination date in a prorated amount based upon the number of days in the contract period that elapsed prior to Employee's termination; (iv) the immediate vesting continuation of all unvested equity-based incentive awards held benefits and perquisites provided by Section 5(c)(i) and (ii) hereof for a period of time equal to the remainder of the term of this Agreement; and (v) no other severance. Termination under this subsection shall be effective immediately upon the date the Board of Directors of the Company formally resolves that Employee that would have vested had Employee remained employed pursuant is permanently disabled. Subject to all applicable laws, "permanent disability" shall mean the inability of Employee, by reason of any ailment or illness, or physical or mental condition, to devote substantially all of his time during normal business hours to the daily performance of Employee's duties as required under this Agreement for a continuous period of six (6) months from months. At Employee's option, Employee may elect in writing up to 60 days prior to termination to receive such payments and benefits as provided by subsection (ii) of this section in a lump sum payment representing all future payments due, discounted to their then present value at the date prevailing major bank prime rate as of such termination; (v) the payment of premiums owed for COBRA insurance benefits for a period of twelve (12) months from the date of termination; and (vi) no other severance. The Company shall be entitled to take as an offset against any amounts due pursuant to subsections (iii) and (v) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s Mr. Yash's employment under this Agreement may be terminated immediately by the Company in the event Employee Mr. Yash becomes permanently disabled. Permanent disability shall be defined as Employee’s Mr. Yash's failure to perform or being unable to perform all or substantially all of Employee’s Mr. Yash's duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by EmployeeMr. Yash, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s Mr. Yash's permanent disability, Employee Mr. Yash shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s Mr. Yash's then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six time equal to twenty-four (624) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date Mr. Yash as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Mr. Yash's termination; (viv) the payment of premiums owed for COBRA insurance benefits for a period of twelve time equal to the maximum time allowable under COBRA (12currently eighteen (18) months), but not to exceed twenty-four (24) months from the date of terminationunder any circumstances; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee Mr. Yash pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all --------------------------------------- applicable laws, Employee’s 's employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s failure to perform or being unable to perform all or substantially all of Employee’s duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash the continued payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six time equal to the greater of the remainder of the term of this Agreement or two years; (6iii) months from severance pay equal to the date nondiscretionary cash bonus Employee would have earned under the then existing Executive Bonus Plan in the fiscal year in which Employee's employment is terminated, prorated in accordance with the number of terminationdays in such fiscal year that elapsed prior to Employee's termination and payable at the same time and under the same terms and conditions as any other nondiscretionary bonuses paid to officers in that fiscal year; (iv) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (v) the payment continuation of premiums owed for COBRA insurance all benefits and perquisites provided by Section 5(c)(i) and (ii) hereof for a period of twelve (12) months from time equal to the date greater of terminationthe remainder of the term of this Agreement or two years; and (vi) no other severance. The Company Termination under this subsection shall be entitled effective immediately upon the date the Board of Directors of the Company formally resolves that Employee is permanently disabled. Subject to take as an offset against all applicable laws, "permanent disability" shall mean the inability of Employee, by reason of any amounts due pursuant to subsections (iii) and (v) above, any amounts received by Employee pursuant to disability ailment or other insuranceillness, or similar sourcesphysical or mental condition, to devote substantially all of his or her time during normal business hours to the daily performance of Employee's duties as required under this Agreement for a continuous period of six (6) months. At Employee's option, Employee may elect in writing up to 60 days prior to termination to receive such payments and benefits as provided by subsection (ii) of this section in a lump sum payment representing all future payments due, discounted to their then present value at the Companyprevailing major bank prime rate as of the date of termination.

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s 's employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s 's failure to perform or being unable to perform all or substantially all of Employee’s 's duties under this Agreement for either (i) a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Xxxxxx X. Xxxxxxx Employee’s 's then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six twelve (612) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (viv) the payment of premiums owed for COBRA insurance benefits for a period of twelve (12) months from the date of termination; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, sources provided by the Company.

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s 's employment under this Restated Employment Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s 's failure to perform or being unable to perform all or substantially all of Employee’s 's duties under this Restated Employment Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s 's then current base salary salary, paid at the same rate and on the same schedule as in effect at the time of termination for a period of six (6) months from the date of termination, through December 31, 2003; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (viv) the payment of premiums owed for COBRA insurance benefits for a period of twelve (12) months from the date of terminationthrough December 31, 2003; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s 's employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s 's failure to perform or being unable to perform all or substantially all of Employee’s 's duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s 's then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six twelve (612) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (viv) the payment of premiums owed for COBRA insurance benefits for a period of twelve (12) months from the date of termination; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all --------------------------------------- applicable laws, Employee’s 's employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s 's failure to perform or being unable to perform all or substantially all of Employee’s 's duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s then current 's former base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six time equal to twenty-four (624) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (viv) the payment of premiums owed for COBRA insurance benefits for a period of twelve time equal to the maximum time allowable under COBRA (12currently eighteen (18) months), but not to exceed twenty-four (24) months from the date of terminationunder any circumstances; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s Xx. Xxxxxxx'x employment under this Second Amended Agreement may be terminated immediately by the Company in the event Employee Xx. Xxxxxxx becomes permanently disabled. Permanent disability shall be defined as Employee’s Xx. Xxxxxxx'x failure to perform or being unable to perform all or substantially all of Employee’s Xx. Xxxxxxx'x duties under this Second Amended Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by EmployeeXx. Xxxxxxx, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s Xx. Xxxxxxx'x permanent disability, Employee Xx. Xxxxxxx shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s Xx. Xxxxxxx'x then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six twenty-four (624) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date Xx. Xxxxxxx as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Xx. Xxxxxxx'x termination; (viv) the payment of premiums owed for COBRA insurance benefits for a period of twelve time equal to the maximum time allowable under COBRA (12currently eighteen (18) months), but not to exceed twenty-four (24) months from the date of terminationunder any circumstances; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee Xx. Xxxxxxx pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all --------------------------------------- applicable laws, Employee’s Mr. Yash's employment under this Agreement may be terminated immediately by the Company in the event Employee Mr. Yash becomes permanently disabled. Permanent disability shall be defined as Employee’s Mr. Yash's failure to perform or being unable to perform all or substantially all of Employee’s Mr. Yash's duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by EmployeeMr. Yash, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s Mr. Yash's permanent disability, Employee Mr. Yash shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s then current Mr. Yash's former base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six time equal to twelve (612) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date Mr. Yash as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Mr. Yash's termination; (viv) the payment of premiums owed for COBRA insurance benefits for a period of time equal to twelve (12) months from the date of terminationtermination for Mr. Yash and his qualified family members; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee Mr. Yash pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all applicable laws, Employeethe Director’s employment Engagement under this Agreement may be terminated immediately by the Company in the event Employee the Director becomes permanently disabled. “Permanent disability disability” shall be defined as Employeethe Director’s failure to perform or being unable to perform all or substantially all of Employeethe Director’s duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employeethe Director, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employeethe Director’s permanent disability, Employee in exchange for Director’s execution of a release in the form attached hereto as Exhibit B, the Director shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employeethe Director’s then current base salary remuneration at the same rate and on the same schedule as in effect at the time of termination for a period of six nine (69) months from the date of termination; (ivii) payment of premiums owed for insurance benefits at the same level held by the Director at the time of termination for a period of nine (9) months from the date of termination; (iii) the immediate vesting of all unvested equitylong-based term incentive compensation awards held by Employee the Director that would have vested had Employee he remained employed engaged pursuant to this Agreement for a period of six nine (69) months from the date of such terminationDirector’s termination1; and; (v) the payment of premiums owed for COBRA insurance benefits for a period of twelve (12) months from the date of termination; and (viiv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections subsection (iii) and (vi) above, any amounts received by Employee Director pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all ---------------------------------------- applicable laws, Employee’s 's employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s failure to perform or being unable to perform all or substantially all of Employee’s duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash the continued payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six time equal to the greater of the remainder of the term of this Agreement or two years; (6iii) months from severance pay equal to the date nondiscretionary cash bonus Employee would have earned under the then existing Executive Bonus Plan in the fiscal year in which Employee's employment is terminated, prorated in accordance with the number of terminationdays in such fiscal year that elapsed prior to Employee's termination and payable at the same time and under the same terms and conditions as any other nondiscretionary bonuses paid to officers in that fiscal year; (iv) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (v) the payment continuation of premiums owed for COBRA insurance all benefits and perquisites provided by Section 5(c)(i) and (ii) hereof for a period of twelve (12) months from time equal to the date greater of terminationthe remainder of the term of this Agreement or two years; and (vi) no other severance. The Company Termination under this subsection shall be entitled effective immediately upon the date the Board of Directors of the Company formally resolves that Employee is permanently disabled. Subject to take as an offset against all applicable laws, "permanent disability" shall mean the inability of Employee, by reason of any amounts due pursuant to subsections (iii) and (v) above, any amounts received by Employee pursuant to disability ailment or other insuranceillness, or similar sourcesphysical or mental condition, to devote substantially all of his or her time during normal business hours to the daily performance of Employee's duties as required under this Agreement for a continuous period of six (6) months. At Employee's option, Employee may elect in writing up to 60 days prior to termination to receive such payments and benefits as provided by subsection (ii) of this section in a lump sum payment representing all future payments due, discounted to their then present value at the Companyprevailing major bank prime rate as of the date of termination.

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s 's employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s 's failure to perform or being unable to perform all or substantially all of Employee’s 's duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s 's then current base salary at the same rate and on the same payment schedule as in effect at the time of termination for a period of six time equal to twenty-four (624) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equitylong-based term incentive awards held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such terminationtermination date; (viv) the payment of premiums owed for COBRA or Cal-COBRA insurance benefits for a period of twelve the maximum time allowable under COBRA or Cal-COBRA, but not to exceed twenty-four (1224) months from the date of terminationunder any circumstances; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all applicable --------------------------------------- laws, Employee’s 's employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s 's failure to perform or being unable to perform all or substantially all of Employee’s 's duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s then current 's former base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six time equal the greater of the remainder of the term of this Agreement or twelve (612) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (viv) the payment of premiums owed for COBRA insurance benefits for a period of time equal to twelve (12) months from the date of termination; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s failure to perform or being unable to perform all or substantially all of Employee’s duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s permanent disability, Employee shall be entitled to (i) any compensation (including Paid Time Off) accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six (6) months from the date of termination; (iii) a lump sum amount equal to Employee’s then current annual base salary pro rated for service through the date of termination; (iv) the immediate vesting of all unvested equitylong-based term incentive awards compensation, whether in the form of options, restricted stock, restricted stock units, performance shares, cash units, stock appreciation rights or otherwise constituted, held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date of such termination; (v) if Employee makes a timely election for continued health insurance coverage pursuant to COBRA, then (subject to Employee’s continued eligibility for COBRA benefits) the payment of premiums owed for such COBRA insurance benefits for a period of up to twelve (12) months from the date of termination; and (vi) no other severance. The Company shall be entitled to take as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company. Performance based awards that may vest pursuant to this section will not be paid unless, and then only to the extent that, the performance goals underlying such awards have been satisfied at the end of the applicable performance period. Any potential payment related to the accelerated vesting of such performance based awards will be paid following the completion of the relevant performance period and the evaluation of whether the performance goals have been met, and any such payment will be made to Employee at the same time other participants receive payment.

Termination Due to Permanent Disability. Subject to all applicable --------------------------------------- laws, Employee’s 's employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s 's failure to perform or being unable to perform all or substantially all of Employee’s 's duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s then current 's former base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six time equal to twenty-four (624) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (viv) the payment of premiums owed for COBRA insurance benefits for a period of twelve time equal to the maximum time allowable under COBRA (12currently eighteen (18) months), but not to exceed twenty-four (24) months from the date of terminationunder any circumstances; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s 's employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s 's failure to perform or being unable to perform all or substantially all of Employee’s 's duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s 's then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six twelve (612) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (viv) the payment of premiums owed for COBRA insurance benefits for a period of twelve (12) months from the date of termination; and (viv) no other severance. The Company shall be entitled to take take, as an offset against any amounts due pursuant to subsections (iiii) and (vii) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company.

Termination Due to Permanent Disability. Subject to all applicable laws, Employee’s 's employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee’s 's failure to perform or being unable to perform all or substantially all of Employee’s 's duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee’s 's permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee’s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee’s then current base salary 's Base Salary at the same rate and on the same schedule as in effect at the time of termination for a period of time equal to the lesser of the remainder of the term of this Agreement or six (6) months from the date of termination; (iviii) the immediate vesting of all outstanding but unvested equity-based incentive awards stock options held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date as of such termination date in a prorated amount based upon the number of days in the option vesting period that elapsed prior to Employee's termination; (v) the payment of premiums owed for COBRA insurance benefits for a period of twelve (12) months from the date of termination; and (vi) no other severance. The Company shall be entitled to take as an offset against any amounts due pursuant to subsections (iii) and (v) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company.;