Common use of Termination on Disability Clause in Contracts

Termination on Disability. If during the Term the Employee should fail to perform Employee’s duties hereunder on account of Disability, the Company shall have the right, on written Notice of Termination delivered to the Employee, to terminate the Employee’s employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illness, the Employee shall continue to receive the full Base Salary provided for in Section 4.1 hereof at the rate then in effect until the Date of Termination pursuant to this Section 7.3. In the event of Employee’s termination for Disability pursuant to this Section 7.3 that constitutes Employee’s Separation from Service, then on the Date of Termination, the Company shall, in lieu of any payments under Sections 4.1 and 4.2 for the remainder of the Term, pay to the Employee the payments and other benefits applicable to termination without Cause set forth in Section 7.2 hereof, other than those related to career counseling and resume development. The Company shall also pay the Health Insurance Benefit. Notwithstanding the previous sentence, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant to the Code and the Department of Treasury regulations promulgated thereunder (including, without limitation, Section 2716 of the Public Health Service Act), the Health Insurance Benefit shall terminate and the Employee shall not be eligible to receive any further benefits related to the Health Insurance Benefit other than as otherwise required by applicable law. In addition, on such termination, all of the Employee’s outstanding but unvested Options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s Restricted Stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability of any such Options and rights shall be extended to the earlier of (a) the expiration of the term of such Options or rights or (b) the first (1st) anniversary of the Employee’s termination.

Termination on Disability. If during the Term the Employee should fail to perform Employee’s his duties hereunder on account of physical or mental illness or other incapacity which the Board shall in good faith determine renders the Employee incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months ("Disability"), the Company Companies shall have the right, on written Notice of Termination (as defined in SECTION 13(A)) delivered to the Employee, Employee to terminate the Employee’s 's employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illnessDisability, the Employee shall continue to receive the full Base Salary provided for in Section 4.1 SECTION 4(A) hereof at the rate then in effect until the Date of Termination (as defined in SECTION 13(B)) pursuant to this Section 7.3SECTION 11(C). In On the event Date of Employee’s termination for Disability Termination pursuant to this Section 7.3 that constitutes Employee’s Separation from ServiceSECTION 11(C), then the Companies shall pay to the Employee in a lump sum an amount equal to all remaining unpaid Base Salary payable under SECTION 4(A) for the full period through the Date of Termination. In addition, the Companies shall pay to the Employee Base Salary payable under SECTION 4(A) for a full one (1) year period commencing on the Date of Termination, the Company shall, in lieu of any payments under Sections 4.1 and 4.2 for the remainder of the Term, pay such Base Salary to be paid to the Employee in accordance with the payments and other benefits applicable to termination without Cause set forth in Section 7.2 hereof, other than those related to career counseling and resume development. The Company shall also pay Companies’ normal payroll practices over the Health Insurance Benefit. Notwithstanding the previous sentence, with regard to course of such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant to the Code and the Department of Treasury regulations promulgated thereunder (including, without limitation, Section 2716 of the Public Health Service Act), the Health Insurance Benefit shall terminate and the Employee shall not be eligible to receive any further benefits related to the Health Insurance Benefit other than as otherwise required by applicable lawadditional one year period. In addition, on such termination, all of the Employee’s outstanding but 's unvested Options and other options, warrants and rights relating to capital stock of the Company Companies shall immediately vest and become exercisable, and all RSUs and shares of the Company’s Restricted Stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability term of any such Options options (including the Options), warrants and rights shall be extended to the earlier of (a) the expiration of the term of such Options or rights or (b) the first (1st) fifth anniversary of the Employee’s 's termination. In addition, Employee shall be entitled to any benefits under Section 5 hereof which he had the benefit of as of the Date of Termination for such additional one year period upon the same terms and conditions as they existed as of the Date of Termination.

Termination on Disability. If during the Term the Employee should fail to perform Employee’s his duties hereunder on account of physical or mental illness or other incapacity which the Company shall in good faith determine renders the Employee incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months (“Disability”), the Company shall have the right, on written Notice of Termination delivered to the Employee, Employee to terminate the Employee’s employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illness, the Employee shall continue to receive the full Base Salary provided for in Section 4.1 hereof at the rate then in effect until the Date of Termination pursuant to this Section 7.3. In On the event Date of Employee’s termination for Disability Termination pursuant to this Section 7.3 that constitutes Employee’s Separation from Service, then on the Date of Termination7.3, the Company shall, in lieu of any payments under Sections 4.1 and 4.2 for the remainder of the Term, shall pay to the Employee the payments and other benefits applicable to termination without Cause set forth in Section 7.2 hereof, other than those related to career counseling and resume development. The Company shall also pay pay, on behalf of the Health Insurance Benefit. Notwithstanding the previous sentenceEmployee, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant an amount equal to the Code and Company’s portion (not the Department of Treasury regulations promulgated thereunder (including, without limitation, Section 2716 Employee’s portion) of the Public Health Service Act), cost of medical insurance at the Health Insurance Benefit shall terminate and rate in effect on the Employee shall not be eligible to receive any further benefits related to Date of Termination for a period of one (1) year from the Health Insurance Benefit other than as otherwise required by applicable lawDate of Termination. In addition, on such termination, all of the Employee’s outstanding but unvested Options options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s Restricted Stock restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability term of any such Options options and rights shall be extended to the earlier of (a) the expiration of the term of such Options or rights or (b) the first (1st) anniversary of the Employee’s termination.

Termination on Disability. If during the Term the Employee should fail to perform Employee’s his duties hereunder on account of physical or mental illness or other incapacity which the Board shall in good faith determine renders the Employee incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months ("Disability"), the Company shall have the right, on written Notice of Termination (as defined in Section 9(a)) delivered to the Employee, Employee to terminate the Employee’s 's employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illnessDisability, the Employee shall continue to receive the full Base Salary provided for in Section 4.1 4(a) hereof at the rate then in effect until the Date of Termination (as defined in Section 9(b)) pursuant to this Section 7.37(c). In On the event Date of Employee’s termination for Disability Termination pursuant to this Section 7.3 that constitutes Employee’s Separation from Service, then on the Date of Termination7(c), the Company shall, in lieu of any payments under Sections 4.1 and 4.2 for the remainder of the Term, shall pay to the Employee in a lump sum an amount equal to (i) the payments and other benefits applicable to termination without Cause set forth in Section 7.2 hereof, other than those related to career counseling and resume development. The Company shall also pay the Health Insurance Benefit. Notwithstanding the previous sentence, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant Base Salary remaining payable to the Code and Employee under Section 4(a) for the Department of Treasury regulations promulgated thereunder full remaining Term, plus (including, without limitation, Section 2716 ii) a pro-rated portion of the Public Health Service Act), the Health Insurance Benefit shall terminate and maximum Bonus available to the Employee shall not be eligible to receive any further benefits related to under Section 4(b) for the Health Insurance Benefit other than as otherwise required by applicable lawyear in which the termination occurs. In addition, on such termination, all of the Employee’s outstanding but 's unvested Options and other options, warrants and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s Restricted Stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability term of any such Options options (including the Options), warrants and rights shall be extended to the earlier of (a) the expiration of the term of such Options or rights or (b) the first (1st) fifth anniversary of the Employee’s 's termination.

Termination on Disability. If during the Term the Employee should fail to perform Employee’s his duties hereunder on account of physical or mental illness or other incapacity which the Company shall in good faith determine renders the Employee incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months ("Disability"), the Company shall have the right, on written Notice of Termination delivered to the Employee, Employee to terminate the Employee’s 's employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illness, the Employee shall continue to receive the full Base Salary provided for in Section 4.1 hereof at the rate then in effect until the Date of Termination pursuant to this Section 7.3. In On the event Date of Employee’s termination for Disability Termination pursuant to this Section 7.3 that constitutes Employee’s Separation from Service, then on the Date of Termination7.3, the Company shall, in lieu of any payments under Sections 4.1 and 4.2 for the remainder of the Term, shall pay to the Employee the payments and other benefits applicable to termination without Cause set forth in Section 7.2 hereof, other than those related to career counseling and resume development. The Company shall also pay pay, on behalf of the Health Insurance Benefit. Notwithstanding the previous sentenceEmployee, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant an amount equal to the Code and Company's portion (not the Department of Treasury regulations promulgated thereunder (including, without limitation, Section 2716 Employee's portion) of the Public Health Service Act), cost of medical insurance at the Health Insurance Benefit shall terminate and rate in effect on the Employee shall not be eligible to receive any further benefits related to Date of Termination for a period of one (1) year from the Health Insurance Benefit other than as otherwise required by applicable lawDate of Termination. In addition, on such termination, all of the Employee’s 's outstanding but unvested Options options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s Restricted Stock 's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability term of any such Options options and rights shall be extended to the earlier of (a) the expiration of the term of such Options or rights or (b) the first (1st) anniversary of the Employee’s 's termination.

Termination on Disability. If during the Term the Employee should fail to perform Employee’s his duties hereunder on account of physical or mental illness or other incapacity which the Board shall in good faith determine renders the Employee incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months ("Disability"), the Company shall have the right, on written Notice of Termination (as defined in Section 9(a)) delivered to the Employee, Employee to terminate the Employee’s 's employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illness, the Employee shall continue to receive the full Base Salary provided for in Section 4.1 4(a)(1) hereof at the rate then in effect until the Date of Termination (as defined in Section 9(b)) pursuant to this Section 7.37(c). In On the event Date of Employee’s termination for Disability Termination pursuant to this Section 7.3 that constitutes Employee’s Separation from Service, then on the Date of Termination7(c), the Company shall, in lieu of any payments under Sections 4.1 and 4.2 for the remainder of the Term, shall pay to the Employee in a lump sum an amount equal to (i) the payments and other benefits applicable to termination without Cause set forth in Section 7.2 hereof, other than those related to career counseling and resume development. The Company shall also pay the Health Insurance Benefit. Notwithstanding the previous sentence, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant Base Salary remaining payable to the Code and Employee under Section 4(a)(1) for the Department of Treasury regulations promulgated thereunder full remaining Term, plus (including, without limitation, Section 2716 ii) a pro-rated portion of the Public Health Service Act), the Health Insurance Benefit shall terminate and maximum Bonus available to the Employee shall not be eligible to receive any further benefits related to under Section 4(a)(2) for the Health Insurance Benefit other than as otherwise required by applicable lawyear in which the termination occurs. In addition, on such termination, all of the Employee’s 's outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s Employee's Restricted Stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability term of any such Options options and rights shall be extended to the earlier of (a) the expiration of the term of such Options or rights or (b) the first (1st) third anniversary of the Employee’s 's termination.

Termination on Disability. If during the Term the Employee should fail to perform Employee’s his duties hereunder on account of physical or mental illness or other incapacity which the Board shall in good faith determine renders the Employee incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months ("Disability"), the Company shall have the right, on written Notice of Termination (as defined in SECTION 13(A)) delivered to the Employee, Employee to terminate the Employee’s 's employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illnessDisability, the Employee shall continue to receive the full Base Salary provided for in Section 4.1 SECTION 4(A) hereof at the rate then in effect until the Date of Termination (as defined in SECTION 13(B)) pursuant to this Section 7.3SECTION 11(C). In On the event Date of Employee’s termination for Disability Termination pursuant to this Section 7.3 that constitutes Employee’s Separation from Service, then on the Date of TerminationSECTION 11(C), the Company shall, in lieu of any payments under Sections 4.1 and 4.2 for the remainder of the Term, shall pay to the Employee in a lump sum an amount equal to (i) the payments and other benefits applicable to termination without Cause set forth in Section 7.2 hereof, other than those related to career counseling and resume development. The Company shall also pay the Health Insurance Benefit. Notwithstanding the previous sentence, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant Base Salary remaining payable to the Code and Employee under SECTION 4(A) for the Department of Treasury regulations promulgated thereunder full remaining Term, plus (including, without limitation, Section 2716 ii) a pro-rated portion of the Public Health Service Act), the Health Insurance Benefit shall terminate and maximum Bonus available to the Employee shall not be eligible to receive any further benefits related to under SECTION 4(B) for the Health Insurance Benefit other than as otherwise required by applicable lawyear in which the termination occurs. In addition, on such termination, all of the Employee’s outstanding but 's unvested Options and other options, warrants and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s Restricted Stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability term of any such Options options (including the Options), warrants and rights shall be extended to the earlier of (a) the expiration of the term of such Options or rights or (b) the first (1st) fifth anniversary of the Employee’s 's termination.

Termination on Disability. If during the Term the Employee should fail to perform Employee’s duties hereunder on account of Disability, the Company shall have the right, on written Notice of Termination delivered to the Employee, to terminate the Employee’s employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illness, the Employee shall continue to receive the full Base Salary provided for in Section 4.1 hereof at the rate then in effect until the Date of Termination pursuant to this Section 7.3. In the event of Employee’s termination for Disability pursuant to this Section 7.3 that constitutes Employee’s Separation from Service, then on the Date of Termination, the Company shall, in lieu of any payments under Sections 4.1 and 4.2 for the remainder of the Term, shall pay to the Employee the payments and other benefits applicable to termination without Cause set forth in Section 7.2 hereof, other than those related to career counseling and resume development. The Company shall also pay pay, on behalf of the Health Insurance Benefit. Notwithstanding the previous sentenceEmployee, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant an amount equal to the Code and Company’s portion (not the Department of Treasury regulations promulgated thereunder (including, without limitation, Section 2716 Employee’s portion) of the Public Health Service Act)cost of medical, dental and other health plan insurance for Employee, Employee’s spouse and Employee’s children at the Health Insurance Benefit shall terminate and rate in effect on the Employee shall not be eligible to receive any further benefits related to Date of Termination for a period of one (1) year from the Health Insurance Benefit other than as otherwise required by applicable lawDate of Termination. In addition, on such termination, all of the Employee’s outstanding but unvested Options options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s Restricted Stock restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability of any such Options options and rights shall be extended to the earlier of (aA) the expiration of the term of such Options options or rights or (bB) the first (1st) anniversary of the Employee’s termination.

Termination on Disability. If during the Term the Employee should fail to perform Employee’s his duties hereunder on account of physical or mental illness or other incapacity which the Company shall in good faith determine renders the Employee incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months (“Disability”), the Company shall have the right, on written Notice of Termination delivered to the Employee, to terminate the Employee’s employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illness, the Employee shall continue to receive the full Base Salary provided for in Section 4.1 hereof at the rate then in effect until the Date of Termination pursuant to this Section 7.3. In the event of Employee’s termination for Disability pursuant to this Section 7.3 that constitutes Employee’s Separation from Service, then on the Date of Termination, the Company shall, in lieu of any payments under Sections 4.1 and 4.2 for the remainder of the Term, shall pay to the Employee the payments and other benefits applicable to termination without Cause set forth in Section 7.2 hereof, other than those related to career counseling and resume development. The Company shall also pay pay, on behalf of the Health Insurance Benefit. Notwithstanding the previous sentenceEmployee, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant an amount equal to the Code and Company’s portion (not the Department of Treasury regulations promulgated thereunder (including, without limitation, Section 2716 Employee’s portion) of the Public Health Service Act)cost of medical, dental and other health plan insurance for Employee, his wife and children at the Health Insurance Benefit shall terminate and rate in effect on the Employee shall not be eligible to receive any further benefits related to Date of Termination for a period of one (1) year from the Health Insurance Benefit other than as otherwise required by applicable lawDate of Termination. In addition, on such termination, all of the Employee’s outstanding but unvested Options options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s Restricted Stock restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability of any such Options options and rights shall be extended to the earlier of (aA) the expiration of the term of such Options options or rights or (bB) the first (1st) anniversary of the Employee’s termination.

Termination on Disability. Section 7(c) of the Plan is hereby deleted and replaced in its entirety with the following: “If during the Term the Employee Executive should fail to perform Employee’s his duties hereunder on account of physical or mental illness or other incapacity which the Board shall in good faith determine renders the Executive incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months (“Disability”), the Company shall have the right, on written Notice of Termination (as defined in Section 9(a)) delivered to the Employee, Executive to terminate the EmployeeExecutive’s employment under this AgreementPlan. During the period that the Employee Executive shall have been incapacitated due to physical or mental illnessDisability, the Employee Executive shall continue to receive the full Base Salary provided for in Section 4.1 4(a) hereof at the rate then in effect until the Date of Termination (as defined in Section 9(b)) pursuant to this Section 7.37(c). In If the event of EmployeeExecutive’s termination for employment is terminated due to Disability pursuant to this Section 7.3 that constitutes Employee’s Separation from Service, then on the Date of Termination, the Company shall, in lieu of any payments under Sections 4.1 and 4.2 for the remainder of during the Term, the Executive shall be entitled to receive, and the Company agrees to pay to the Employee and deliver, the payments and other benefits applicable to termination without Cause set forth in Section 7.2 hereof, other than those related to career counseling 7(b) hereof at the times and resume development. The Company shall also pay the Health Insurance Benefit. Notwithstanding the previous sentence, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant subject to the Code and the Department of Treasury regulations promulgated thereunder (including, without limitation, Section 2716 of the Public Health Service Act), the Health Insurance Benefit shall terminate and the Employee shall not be eligible to receive any further benefits related to the Health Insurance Benefit other than as otherwise required by applicable lawconditions set forth therein. In addition, on such terminationtermination of the Executive under this Section 7(c), all of the EmployeeExecutive’s outstanding but unvested Options and rights relating to capital stock of the Company time-based equity awards shall immediately vest and become exercisable, exercisable and all RSUs and shares of the Company’s Restricted Stock issued restrictions thereon shall lapse, as applicable. With respect to the Employee Executive’s outstanding but unvested equity awards that vest or become earned based on the achievement of pre-established performance goals or criteria over a specified time period, the designated performance goals for such awards shall immediately vest be deemed to have been satisfied (and, for any award with different levels of potential payment, such performance shall be deemed to be at the target level) and become unrestricted any remaining vesting conditions shall be deemed to be satisfied on the Executive’s Date of Termination and freely transferablesuch equity awards shall be settled as soon as administratively practicable thereafter. The exercisability term of any such Options and rights stock options shall be extended to the earlier of (ai) the fifth anniversary of the Executive’s termination or (ii) the expiration of the original term of such Options stock options. The Executive acknowledges that extending the term of any incentive stock option pursuant to this Section could cause such stock option to lose its tax-qualified status under the Code, and agrees that the Company shall have no obligation to compensate the Executive for any additional taxes he incurs as a result. In the event that the Executive’s employment is terminated pursuant to this Section 7(c), on or rights or (bprior to the 90th day following the Date of Termination, the Board shall elect whether to apply the Optional Restricted Period. If the Board elects to apply the Optional Restricted Period, then in addition to the payments and benefits described in the preceding paragraph of this Section 7(c), the Company shall pay to the Executive the amounts as set forth in the last paragraph of Section 7(a) hereof relating to the first (1st) anniversary election of the Employee’s terminationOptional Restricted Period at the times and subject to the conditions set forth therein.”

Termination on Disability. If during the Term the Employee Executive should fail to perform Employee’s his duties hereunder on account of physical or mental illness or other incapacity which the Board shall in good faith determine renders the Executive incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months (“Disability”), the Company shall have the right, on written Notice of Termination (as defined in Section 9(a)) delivered to the Employee, Executive to terminate the EmployeeExecutive’s employment under this AgreementPlan. During the period that the Employee Executive shall have been incapacitated due to physical or mental illnessDisability, the Employee Executive shall continue to receive the full Base Salary provided for in Section 4.1 4(a) hereof at the rate then in effect until the Date of Termination (as defined in Section 9(b)) pursuant to this Section 7.37(c). In If the event of EmployeeExecutive’s termination for employment is terminated due to Disability pursuant to this Section 7.3 that constitutes Employee’s Separation from Service, then on the Date of Termination, the Company shall, in lieu of any payments under Sections 4.1 and 4.2 for the remainder of during the Term, the Executive shall be entitled to receive, and the Company agrees to pay to the Employee and deliver, the payments and other benefits applicable to termination without Cause set forth in Section 7.2 hereof, other than those related to career counseling 7(b) hereof at the times and resume development. The Company shall also pay the Health Insurance Benefit. Notwithstanding the previous sentence, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant subject to the Code and the Department of Treasury regulations promulgated thereunder (including, without limitation, Section 2716 of the Public Health Service Act), the Health Insurance Benefit shall terminate and the Employee shall not be eligible to receive any further benefits related to the Health Insurance Benefit other than as otherwise required by applicable lawconditions set forth therein. In addition, on such terminationtermination of the Executive under this Section 7(c), all of the EmployeeExecutive’s outstanding but unvested Options and rights relating to capital stock of the Company time-based equity awards shall immediately vest and become exercisable, exercisable and all RSUs and shares restrictions thereon shall lapse, as applicable. The Executive’s outstanding but unvested equity awards that vest or become earned based on the achievement of pre-established performance goals or criteria over a specified time period shall vest or become earned on a pro-rata basis following the Board’s or Compensation Committee’s determination of actual achievement of the Company’s Restricted Stock issued to performance measures following the Employee shall immediately vest and become unrestricted and freely transferableend of the performance cycle, based on the total number of months in the performance cycle that the Executive was employed by the Company. The exercisability term of any such Options and rights stock options shall be extended to the earlier of (ai) the fifth anniversary of the Executive’s termination or (ii) the expiration of the original term of such Options stock options. The Executive acknowledges that extending the term of any incentive stock option pursuant to this Section could cause such stock option to lose its tax-qualified status under the Code, and agrees that the Company shall have no obligation to compensate the Executive for any additional taxes he incurs as a result. In the event that the Executive’s employment is terminated pursuant to this Section 7(c), on or rights or (bprior to the 90th day following the Date of Termination, the Board shall elect whether to apply the Optional Restricted Period. If the Board elects to apply the Optional Restricted Period, then in addition to the payments and benefits described in the preceding paragraph of this Section 7(c), the Company shall pay to the Executive the amounts as set forth in the last paragraph of Section 7(a) hereof relating to the first (1st) anniversary election of the Employee’s terminationOptional Restricted Period at the times and subject to the conditions set forth therein.

Termination on Disability. If during the Term the Employee should fail to perform Employee’s duties hereunder on account of Disability, the Company shall have the right, on written Notice of Termination delivered to the Employee, to terminate the Employee’s employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illness, the Employee shall continue to receive the full Base Salary provided for in Section 4.1 hereof at the rate then in effect until the Date of Termination pursuant to this Section 7.3. In the event of Employee’s termination for Disability pursuant to this Section 7.3 that constitutes Employee’s Separation from Service, then on the Date of Termination, the Company shall, in lieu of any payments under Sections 4.1 and 4.2 for the remainder of the Term, pay to the Employee the payments and other benefits applicable to termination without Cause set forth in Section 7.2 hereof, other than those related to career counseling and resume development. The Company shall also pay the Health Insurance Benefit. Notwithstanding the previous sentence, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant to the Code and the Department of Treasury regulations promulgated thereunder (including, without limitation, Section 2716 of the Public Health Service Act), the Health Insurance Benefit shall terminate and the Employee shall not be eligible to receive any further benefits related to the Health Insurance Benefit other than as otherwise required by applicable law. In addition, on such termination, all of the Employee’s outstanding but unvested Options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s Restricted Stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability of any such Options and rights shall be extended to the earlier of (a) the expiration of the term of such Options or rights or (b) the first (1st) anniversary of the Employee’s termination.. EMPLOYMENT AGREEMENT: M.A. WHITNEY Page 4