Common use of TERMINATION FOR DISABILITY OR DEATH Clause in Contracts

TERMINATION FOR DISABILITY OR DEATH. (i) In the event of termination for Disability during the Employment Period, the Employee shall be entitled to (A) the Base Salary through the date of termination, payable in accordance with the Company’s usual payment practices; (B) such fringe benefits, if any, as to which the Employee may be entitled under the employee benefit plans of the Company (the amounts described in clauses (A) and (B) hereof being referred to as the “Accrued Rights”); (C) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, continued payment of Base Salary for a period of six months after the Termination Date, payable in accordance with the Company’s usual payment practices; provided that the first payment shall begin on the first regular payroll date to occur on or after the sixtieth (60th) day following the Termination Date (the “First Payment Date”) and shall include payment of any amounts that would otherwise be due prior thereto; (D) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, a pro rata portion of any incentive bonus that the Employee would have been entitled to receive pursuant to Section 4(b) hereof in such year based upon the percentage of the fiscal year that shall have elapsed through the date of the Employee’s termination of employment (the “Pro-Rata Bonus”), payable when such incentive bonus would have otherwise been payable to the Employee pursuant to Section 4(b) had the Employee’s employment not terminated; (E) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, immediate vesting of the then unvested portion of the Rollover Bonus and payment therefore and any interest thereon (the “Rollover Acceleration Payment”), payable upon the First Payment Date; (F) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three years after the Termination Date, reimbursement by the Company to the Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); and (G) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three years after the Termination Date, the continuation by the Company of Employee’s life insurance and disability coverage, to the extent limited by Section 5(f). (ii) In the event of termination as a result of the Employee’s death during the Employment Period, Employee’s designated beneficiary or his estate shall be entitled to receive (A) the Accrued Rights; (B) the proceeds of any life insurance obtained pursuant to Section 5(f); (C) the Pro Rata Bonus, payable when such incentive bonus would have otherwise been payable to the Employee pursuant to Section 4(b) had the Employee’s employment not terminated; and (D) the Rollover Acceleration Payment, payable within thirty (30) days following the Termination Date.

TERMINATION FOR DISABILITY OR DEATH. (i) In the event of termination for Disability during the Employment Period, the Employee shall be entitled to (A) the Base Salary through the date of termination, payable in accordance with the Company’s usual payment practices; (B) such fringe benefits, if any, as to which the Employee may be entitled under the employee benefit plans of the Company (the amounts described in clauses (A) and (B) hereof being referred to as the “Accrued Rights”); (C) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, continued payment of Base Salary for a period of six months after the Termination Date, payable in accordance with the Company’s usual payment practices; provided that the first payment shall begin on the first regular payroll date to occur on or after the sixtieth (60th) day following the Termination Date (the “First Payment Date”) and shall include payment of any amounts that would otherwise be due prior thereto; (D) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, a pro rata portion of any incentive bonus that the Employee would have been entitled to receive pursuant to Section 4(b) hereof in such year based upon the percentage of the fiscal year that shall have elapsed through the date of the Employee’s termination of employment (the “Pro-Rata Bonus”), payable when such incentive bonus would have otherwise been payable to the Employee pursuant to Section 4(b) had the Employee’s employment not terminated; (E) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, immediate vesting of the then unvested portion of the Rollover Bonus and payment therefore and any interest thereon (the “Rollover Acceleration Payment”), payable upon the First Payment Date; (F) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three years after the Termination Date, reimbursement by the Company to the Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); and (G) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three years after the Termination Date, the continuation by the Company of Employee’s life insurance and disability coverage, to the extent limited by Section 5(f). (ii) In the event of termination as a result of the Employee’s death during the Employment Period, Employee’s designated beneficiary or his her estate shall be entitled to receive (A) the Accrued Rights; (B) the proceeds of any life insurance obtained pursuant to Section 5(f); (C) the Pro Rata Bonus, payable when such incentive bonus would have otherwise been payable to the Employee pursuant to Section 4(b) had the Employee’s employment not terminated; and (D) the Rollover Acceleration Payment, payable within thirty (30) days following the Termination Date.

TERMINATION FOR DISABILITY OR DEATH. If Executive should suffer a Disability, the IGI Companies may terminate Executive's employment hereunder upon ten (10) or more days' prior written notice to Executive. If Executive should pass away during the term of this Agreement, Executive’s employment shall be deemed terminated on his date of death. For the purpose of this Agreement, a “Disability” shall be deemed to have occurred (i) when Executive has become eligible for disability benefits under the IGI Companies’ long-term group disability policy, if any, or, if no policy is then in effect, (ii) when such incapacity or disability, as defined below, shall have existed for either (A) one continuous period of six months or (B) a total of seven months out of any twelve consecutive months. In the event of the termination for of Executive's employment hereunder by reason of Disability during or death, the Employment PeriodTerm shall end on the day of such termination and the IGI Companies shall pay Executive (or Executive's legal representative in the event of termination due to Disability, or any beneficiary or beneficiaries designated by Executive to the Employee shall be entitled IGI Companies in writing, or to Executive's estate if no such beneficiary has been so designated in the event of Executive's death): (Ai) the his unpaid Base Salary through the effective date of termination, payable in accordance with termination and any business expenses remaining unpaid on the Company’s usual payment practices; (B) such fringe benefits, if any, as to which the Employee may be entitled under the employee benefit plans effective date of the Company (the amounts described in clauses (A) termination for which Executive is entitled to be reimbursed under Section 5 of this Agreement; and (Bii) hereof being referred an amount equal to as a pro-rata portion of the “Accrued Rights”); (C) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, continued payment of Base Salary for a period of six months after the Termination Date, payable in accordance with the Company’s usual payment practices; provided that the first payment shall begin on the first regular payroll date to occur on or after the sixtieth (60th) day following the Termination Date (the “First Payment Date”) and shall include payment of any amounts Annual Bonus that would otherwise be due prior thereto; (D) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, a pro rata portion of any incentive bonus that the Employee would have been entitled to receive pursuant to Section 4(b) hereof in such year based upon the percentage of the fiscal year that shall have elapsed through the date of the Employee’s termination of employment (the “Pro-Rata Bonus”), payable when such incentive bonus would have otherwise been payable to Executive for the Employee pursuant to Section 4(b) Fiscal Year in which the termination occurs, determined in the same manner and payable at the same time as such Annual Bonus would otherwise have been payable had the EmployeeExecutive’s employment not terminated; , with such pro-ration to be determined based on the number of months (E) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, immediate vesting of the then unvested portion of the Rollover Bonus and payment therefore and any interest thereon (fraction thereof) Executive is employed during the “Rollover Acceleration Payment”)Fiscal Year in which termination occurs, payable upon the First Payment Date; (F) subject relative to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three years after the Termination Date, reimbursement by the Company to the Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); and (G) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three years after the Termination Datemonths. Except as specifically set forth above, the continuation by the Company IGI Companies shall have no further obligations to Executive under this Agreement following his termination of Employee’s life insurance and disability coverage, to the extent limited by Section 5(f). (ii) In the event of termination employment as a result of the Employee’s his death during the Employment Period, Employee’s designated beneficiary or his estate shall be entitled to receive (A) the Accrued Rights; (B) the proceeds of any life insurance obtained pursuant to Section 5(f); (C) the Pro Rata Bonus, payable when such incentive bonus would have otherwise been payable to the Employee pursuant to Section 4(b) had the Employee’s employment not terminated; and (D) the Rollover Acceleration Payment, payable within thirty (30) days following the Termination DateDisability.

TERMINATION FOR DISABILITY OR DEATH. (ia) In the event of termination for Disability If, during the Employment PeriodTerm, in the good faith judgment of the Corporation’s Board of Directors, Employee shall, because of physical or mental illness or incapacity, become unable to perform the duties and services required of him pursuant to this Agreement for a period of 120 consecutive days or for a period of 150 days in any 365-day period, the Corporation may, upon prior written notice given at any time after the expiration of such 120-day period or 150-day period, as the case may be, to Employee of its intention to do so, terminate this Agreement and the Employment Term to such date as may be set forth in such notice. In case of such termination, Employee shall be entitled to receive (Ai) the his Base Salary through the date end of the month in which this Agreement and the Employment Term shall be terminated, (ii) accrued but unpaid Commission Compensation through the termination date, (iii) bonus compensation, if any, that shall have been awarded to Employee prior to such termination, but not paid to him prior to such termination, plus (iv) an amount equal to (a) the sum of the Base Salary and Commission Compensation paid to Employee for the three-calendar year period ending on December 31 of the calendar year immediately preceding his death, divided by (b) three (3) (such amount, the “Severance Base Amount”). The Severance Base Amount provided for in clause (a)(iv) shall be payable in installments in accordance with the CompanyCorporation’s usual payment practices; (B) regular pay intervals for its executive officers or in such fringe benefitsother manner as shall be mutually agreeable to Employee and the Corporation. The foregoing amounts shall be in addition to amounts, if any, as that shall be payable to which Employee upon his illness or incapacity under any disability insurance policy or other disability plan of the Corporation. (b) If, during the Employment Term, Employee may shall die, Employee’s legal representatives shall be entitled under to receive (i) his Base Salary through the employee benefit plans end of the Company month in which his death shall occur, (ii) accrued but unpaid Commission Compensation through the amounts described in clauses date of his death, (Aiii) and bonus compensation, if any, that shall have been awarded to Employee prior to his death, but not paid to him prior to his death, plus (Biv) hereof being referred to as the “Accrued Rights”); (C) subject an amount equal to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, continued payment of Severance Base Salary Amount. The Severance Base Amount provided for a period of six months after the Termination Date, in clause (b)(iv) shall be payable in installments in accordance with the CompanyCorporation’s usual payment practices; provided that regular pay intervals for its executive officers or in such other manner as shall be mutually agreeable to Employee’s legal representatives and the first payment Corporation. If Employee shall begin on the first regular payroll date to occur on or die after the sixtieth (60thEmployment Term but during any period in which Employee shall be entitled to receive amounts under paragraph 5(b) day following the Termination Date (the “First Payment Date”) and hereof, Employee’s legal representatives shall include payment of any be entitled to receive all amounts that would otherwise be due prior thereto; (D) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, a pro rata portion of any incentive bonus that the Employee would have been entitled to receive pursuant to Section 4(b) hereof in such year based upon the percentage of the fiscal year that shall have elapsed through the date of the Employee’s termination of employment (the “Pro-Rata Bonus”), payable when such incentive bonus would have otherwise been payable to the Employee pursuant to Section 4(b) had the Employee’s employment not terminated; (E) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, immediate vesting of the then unvested portion of the Rollover Bonus and payment therefore and any interest thereon (the “Rollover Acceleration Payment”), payable upon the First Payment Date; (F) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three years after the Termination Date, reimbursement by the Company to the Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); and (G) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three years after the Termination Date, the continuation by the Company of Employee’s life insurance and disability coverage, to the extent limited by Section 5(funder paragraph 5(b). (ii) In the event of termination as a result of the Employee’s death during the Employment Period, Employee’s designated beneficiary or his estate shall be entitled to receive (A) the Accrued Rights; (B) the proceeds of any life insurance obtained pursuant to Section 5(f); (C) the Pro Rata Bonus, payable when such incentive bonus would have otherwise been payable to the Employee pursuant to Section 4(b) had the Employee’s employment not terminated; and (D) the Rollover Acceleration Payment, payable within thirty (30) days following the Termination Date.

TERMINATION FOR DISABILITY OR DEATH. (ia) In the event of termination for Disability If, during the Employment PeriodTerm, in the good faith judgment of the Corporation’s Board of Directors, Employee shall, because of physical or mental illness or incapacity, become unable to perform the duties and services required of him pursuant to this Agreement for a period of 120 consecutive days or for a period of 150 days in any 365-day period, the Corporation may, upon prior written notice given at any time after the expiration of such 120-day period or 150-day period, as the case may be, to Employee of its intention to do so, terminate this Agreement and the Employment Term to such date as may be set forth in such notice. In case of such termination, Employee shall be entitled to receive (Ai) the his Base Salary through the date end of terminationthe calendar month in which termination occurs, payable in accordance with the Company’s usual payment practices; plus (Bii) such fringe benefitsbonus compensation, if any, as that shall have been awarded to which Employee prior to such termination, but not paid to him prior to such termination. The foregoing amounts shall be in addition to amounts, if any, that shall be payable to Employee upon his illness or incapacity under any disability insurance policy or other disability plan of the Corporation. (b) If, during the Employment Term, Employee may shall die, Employee’s legal representatives shall be entitled under to receive (i) his Base Salary through the employee benefit plans end of the Company calendar month in which termination occurs, plus (ii) bonus compensation, if any, that shall have been awarded to Employee prior to such termination, but not paid to him prior to such termination. If Employee shall die after the Employment Term but during any period in which Employee shall be entitled to receive amounts described in clauses (Aunder paragraph 5(b) and (B) hereof being referred to as the “Accrued Rights”); (C) subject to the hereof, Employee’s execution and non-revocation of a Release pursuant legal representatives shall be entitled to Section 12 herein, continued payment of Base Salary for a period of six months after the Termination Date, payable in accordance with the Company’s usual payment practices; provided that the first payment shall begin on the first regular payroll date to occur on or after the sixtieth (60th) day following the Termination Date (the “First Payment Date”) and shall include payment of any receive all amounts that would otherwise be due prior thereto; (D) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, a pro rata portion of any incentive bonus that the Employee would have been entitled to receive pursuant to Section 4(b) hereof in such year based upon the percentage of the fiscal year that shall have elapsed through the date of the Employee’s termination of employment (the “Pro-Rata Bonus”), payable when such incentive bonus would have otherwise been payable to the Employee pursuant to Section 4(b) had the Employee’s employment not terminated; (E) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, immediate vesting of the then unvested portion of the Rollover Bonus and payment therefore and any interest thereon (the “Rollover Acceleration Payment”), payable upon the First Payment Date; (F) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three years after the Termination Date, reimbursement by the Company to the Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); and (G) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three years after the Termination Date, the continuation by the Company of Employee’s life insurance and disability coverage, to the extent limited by Section 5(funder paragraph 5(b). (ii) In the event of termination as a result of the Employee’s death during the Employment Period, Employee’s designated beneficiary or his estate shall be entitled to receive (A) the Accrued Rights; (B) the proceeds of any life insurance obtained pursuant to Section 5(f); (C) the Pro Rata Bonus, payable when such incentive bonus would have otherwise been payable to the Employee pursuant to Section 4(b) had the Employee’s employment not terminated; and (D) the Rollover Acceleration Payment, payable within thirty (30) days following the Termination Date.

TERMINATION FOR DISABILITY OR DEATH. (ia) In the event of termination for Disability If, during the Employment PeriodTerm, in the good faith judgment of the Corporation’s Board of Directors, Employee shall, because of physical or mental illness or incapacity, become unable to perform the duties and services required of him pursuant to this Agreement for a period of 120 consecutive days or for a period of 150 days in any 365-day period, the Corporation may, upon prior written notice given at any time after the expiration of such 120-day period or 150-day period, as the case may be, to Employee of its intention to do so, terminate this Agreement and the Employment Term to such date as may be set forth in such notice. In case of such termination, in addition to accrued but unpaid Base Salary, Commission Compensation and bonus compensation, if any, accrued but not paid prior to Employee’s termination, Employee shall be entitled to receive severance in the amount of (i) his Base Salary from the date of his termination through the end of the month during which the termination occurs, plus (ii) an amount equal to (A) the sum of the Base Salary through and Commission Compensation paid to Employee for the date three-calendar year period ending on December 31 of the calendar year immediately preceding termination, payable in accordance with the Company’s usual payment practices; ,divided by (B) three (3) (such fringe benefitsamount, the “Disability Severance Amount”). The Disability Severance Amount shall be paid in a single lump sum as soon as practicable following Employee’s termination, but in no event later than ninety (90) days following Employee’s termination (and Employee shall have no right to designate the taxable year of the payment). The foregoing amounts shall be in addition to amounts, if any, as that shall be payable to which Employee upon his illness or incapacity under any disability insurance policy or other disability plan of the Corporation. (b) If, during the Employment Term, Employee may shall die, in addition to the payment of accrued but unpaid Base Salary, Commission Compensation and bonus compensation, if any, accrued but not paid prior to Employee’s death, Employee’s legal representatives shall be entitled under to receive a payment that includes: (i) Employee’s Base Salary from the employee benefit plans date of his death through the end of the Company month during which his death occurs, plus (the amounts described in clauses ii) an amount equal to (A) the sum of the Base Salary and Commission Compensation paid to Employee for the three-calendar year period ending on December 31 of the calendar year immediately preceding termination, divided by (B) hereof being referred to as three (3) (such amount, the “Accrued RightsDeath Severance Base Amount”); . The Death Severance Amount shall be paid in a single lump sum as soon as practicable following Employee’s death, but in no event later than ninety (C90) subject days following Employee’s death (and Employee’s legal representatives shall have no right to designate the taxable year of the payment). If Employee shall die after the Employment Term but prior to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, continued payment of Base Salary for a period of six months after the Termination Date, payable in accordance with the Company’s usual payment practices; provided that the first payment shall begin on the first regular payroll date to occur on or after the sixtieth (60th) day following the Termination Date (the “First Payment Date”) and shall include payment of any amount payable to Employee under paragraph 5(b) hereof, Employee’s legal representatives shall be entitled to receive all amounts that would otherwise be due prior thereto; (D) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, a pro rata portion of any incentive bonus that the Employee would have been entitled to receive pursuant receive, payable in the same time and manner as such payment was to Section 4(b) hereof in such year based upon the percentage be made to Employee as of the fiscal year that shall have elapsed through the date of the Employee’s termination of employment (the “Pro-Rata Bonus”), payable when such incentive bonus would have otherwise been payable to the Employee pursuant to Section 4(b) had the Employee’s employment not terminated; (E) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, immediate vesting of the then unvested portion of the Rollover Bonus and payment therefore and any interest thereon (the “Rollover Acceleration Payment”), payable upon the First Payment Date; (F) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three years after the Termination Date, reimbursement by the Company to the Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); and (G) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three years after the Termination Date, the continuation by the Company of Employee’s life insurance and disability coverage, to the extent limited by Section 5(f)his death. (ii) In the event of termination as a result of the Employee’s death during the Employment Period, Employee’s designated beneficiary or his estate shall be entitled to receive (A) the Accrued Rights; (B) the proceeds of any life insurance obtained pursuant to Section 5(f); (C) the Pro Rata Bonus, payable when such incentive bonus would have otherwise been payable to the Employee pursuant to Section 4(b) had the Employee’s employment not terminated; and (D) the Rollover Acceleration Payment, payable within thirty (30) days following the Termination Date.

TERMINATION FOR DISABILITY OR DEATH. (ia) In the event of termination for Disability If, during the Employment PeriodTerm, in the good faith judgment of the Corporation’s Board of Directors, Employee shall, because of physical or mental illness or incapacity, become unable to perform the duties and services required of him pursuant to this Agreement for a period of 120 consecutive days or for a period of 150 days in any 365-day period, the Corporation may, upon prior written notice given at any time after the expiration of such 120-day period or 150-day period, as the case may be, to Employee of its intention to do so, terminate this Agreement and the Employment Term to such date as may be set forth in such notice. In case of such termination, in addition to accrued but unpaid Base Salary and bonus compensation, if any, accrued but not paid prior to Employee’s termination, Employee shall be entitled to (A) receive severance in the amount of his Base Salary from the date of his termination through the end of the month during which the termination occurs (such amount, the “Disability Severance Amount”). The Disability Severance Amount shall be paid in a single lump sum as soon as practicable following Employee’s termination, but in no event later than ninety (90) days following Employee’s termination (and Employee shall have no right to designate the taxable year of the payment). The foregoing amounts shall be in addition to amounts, if any, that shall be payable to Employee upon his illness or incapacity under any disability insurance policy or other disability plan of the Corporation. (b) If, during the Employment Term, Employee shall die, in addition to the payment of accrued but unpaid Base Salary and bonus compensation, if any, accrued but not paid prior to Employee’s death, Employee’s legal representatives shall be entitled to receive a payment in an amount equal to Employee’s Base Salary (at the annual rate in effect on the date of termination, payable in accordance with ) from the Company’s usual payment practices; (B) such fringe benefits, if any, as to which date of his death through the Employee may be entitled under the employee benefit plans end of the Company month during which his death occurs (the amounts described in clauses (A) and (B) hereof being referred to as such amount, the “Accrued RightsDeath Severance Amount”); . The Death Severance Amount shall be paid in a single lump sum as soon as practicable following Employee’s death, but in no event later than ninety (C90) subject days following Employee’s death (and Employee’s legal representatives shall have no right to designate the taxable year of the payment). If Employee shall die after the Employment Term but prior to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, continued payment of Base Salary for a period of six months after the Termination Date, payable in accordance with the Company’s usual payment practices; provided that the first payment shall begin on the first regular payroll date to occur on or after the sixtieth (60th) day following the Termination Date (the “First Payment Date”) and shall include payment of any amount payable to Employee under paragraph 5(b) hereof, Employee’s legal representatives shall be entitled to receive all amounts that would otherwise be due prior thereto; (D) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, a pro rata portion of any incentive bonus that the Employee would have been entitled to receive pursuant receive, payable in the same time and manner as such payment was to Section 4(b) hereof in such year based upon the percentage be made to Employee as of the fiscal year that shall have elapsed through the date of the Employee’s termination of employment (the “Pro-Rata Bonus”), payable when such incentive bonus would have otherwise been payable to the Employee pursuant to Section 4(b) had the Employee’s employment not terminated; (E) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, immediate vesting of the then unvested portion of the Rollover Bonus and payment therefore and any interest thereon (the “Rollover Acceleration Payment”), payable upon the First Payment Date; (F) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three years after the Termination Date, reimbursement by the Company to the Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); and (G) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three years after the Termination Date, the continuation by the Company of Employee’s life insurance and disability coverage, to the extent limited by Section 5(f)his death. (ii) In the event of termination as a result of the Employee’s death during the Employment Period, Employee’s designated beneficiary or his estate shall be entitled to receive (A) the Accrued Rights; (B) the proceeds of any life insurance obtained pursuant to Section 5(f); (C) the Pro Rata Bonus, payable when such incentive bonus would have otherwise been payable to the Employee pursuant to Section 4(b) had the Employee’s employment not terminated; and (D) the Rollover Acceleration Payment, payable within thirty (30) days following the Termination Date.

TERMINATION FOR DISABILITY OR DEATH. (ia) In the event of termination for Disability If, during the Employment PeriodTerm, in the good faith judgment of the Corporation’s Board of Directors, Employee shall, because of physical or mental illness or incapacity, become unable to perform the duties and services required of him pursuant to this Agreement for a period of 270 consecutive days or for a period of 270 days in any 365-day period, the Corporation may, upon prior written notice given at any time after the expiration of either of such 270-day period, to Employee of its intention to do so, terminate this Agreement and the Employment Term to such date as may be set forth in such notice. In case of such termination, in addition to accrued but unpaid Base Salary and bonus compensation, if any, accrued but not paid prior to Employee’s termination, Employee shall be entitled to receive severance in the amount equal to (i) the sum of the Base Salary and Commission Compensation paid to Employee for the three-calendar year period ending on December 31 of the calendar year immediately preceding termination, divided by (ii) three (3) (such amount, the “Disability Severance Base Amount”). The Disability Severance Amount shall be paid in a single lump sum as soon as practicable following Employee’s termination, but in no event later than ninety (90) days following Employee’s termination (and Employee shall have no right to designate the taxable year of the payment). The foregoing amounts shall be in addition to amounts, if any, that shall be payable to Employee upon his illness or incapacity under any disability insurance policy or other disability plan of the Corporation. (b) If, during the Employment Term, Employee shall die, in addition to the payment of accrued but unpaid Base Salary and bonus compensation, if any, accrued but not paid prior to Employee’s death, Employee’s legal representatives shall be entitled to receive a payment in an amount equal to (i) his Base Salary (at the annual rate in effect on the date of termination) from the date of death through the end of the calendar year following the calendar year in which Employee’s death occursplus (ii) an amount equal to (A) the sum of the Base Salary through and Commission Compensation paid to Employee for the date three-calendar year period ending on December 31 of the calendar year immediately preceding termination, payable in accordance with the Company’s usual payment practices; divided by (B) three (3) (such fringe benefitsamount, if anythe “Death Severance Base Amount”). The Death Severance Amount shall be paid in a single lump sum as soon as practicable following Employee’s death, as but in no event later than ninety (90) days following Employee’s death (and Employee’s legal representatives shall have no right to which designate the Employee may be entitled under the employee benefit plans taxable year of the Company (payment). If Employee shall die after the amounts described in clauses (A) and (B) hereof being referred to as the “Accrued Rights”); (C) subject Employment Term but prior to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, continued payment of Base Salary for a period of six months after the Termination Date, payable in accordance with the Company’s usual payment practices; provided that the first payment shall begin on the first regular payroll date to occur on or after the sixtieth (60th) day following the Termination Date (the “First Payment Date”) and shall include payment of any amount payable to Employee under paragraph 5(b) hereof, Employee’s legal representatives shall be entitled to receive all amounts that would otherwise be due prior thereto; (D) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, a pro rata portion of any incentive bonus that the Employee would have been entitled to receive pursuant receive, payable in the same time and manner as such payment was to Section 4(b) hereof in such year based upon the percentage be made to Employee as of the fiscal year that shall have elapsed through the date of the Employee’s termination of employment (the “Pro-Rata Bonus”), payable when such incentive bonus would have otherwise been payable to the Employee pursuant to Section 4(b) had the Employee’s employment not terminated; (E) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, immediate vesting of the then unvested portion of the Rollover Bonus and payment therefore and any interest thereon (the “Rollover Acceleration Payment”), payable upon the First Payment Date; (F) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three years after the Termination Date, reimbursement by the Company to the Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); and (G) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three years after the Termination Date, the continuation by the Company of Employee’s life insurance and disability coverage, to the extent limited by Section 5(f)his death. (ii) In the event of termination as a result of the Employee’s death during the Employment Period, Employee’s designated beneficiary or his estate shall be entitled to receive (A) the Accrued Rights; (B) the proceeds of any life insurance obtained pursuant to Section 5(f); (C) the Pro Rata Bonus, payable when such incentive bonus would have otherwise been payable to the Employee pursuant to Section 4(b) had the Employee’s employment not terminated; and (D) the Rollover Acceleration Payment, payable within thirty (30) days following the Termination Date.