Common use of Termination for Disability Clause in Contracts

Termination for Disability. Subject to the definitions and requirements of Section 2 (“Disability”), after six (6) consecutive months of such disability leave of absence, Executive’s service may be terminated by Company. In the event Executive is terminated from employment due to Disability, the Company shall: (i) pay Executive his Annual Base Salary through the end of the month in which his employment terminates as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date; (ii) pay Executive his Earned Bonus, pro rata and if any, for the fiscal year in which such termination of employment occurs, which amount shall be paid at the same time the Earned Bonus would have been paid had Executive remained in employment; (iii) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date and continuing for nine (9) months thereafter; (iv) pay or cause the payment of benefits to which Executive is entitled under the terms of any disability plan of the Company covering the Executive at the time of such Disability: (v) pay premiums for COBRA coverage as provided in Section 5(g); (vi) make such payments and provide such benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(d)(ii) or Section 5(d)(iii) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv); and (vii) in the event the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by the terms set forth in the grant as to such shares) which are not vested on the date of termination for Disability, then pay to the Executive (i) as to any unvested options, the net value of the excess, if any, of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs and the exercise price of such unvested options multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties. Executive shall have the right to return to full-time service so long as he is able to resume and faithfully perform his full-time duties.

Termination for Disability. Subject to (a) If EXECUTIVE shall become disabled as defined in the definitions BANK's then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and requirements totally disabled within the meaning of Section 2 (“Disability”22(e)(3) of the Code as determined by a physician designated by the Board), after six (6) consecutive months of such disability leave of absence, Executive’s service the BANK may be terminated by Company. In the event Executive is terminated from terminate EXECUTIVE's employment due to for "Disability, the Company shall:." (ib) pay Executive his Annual Base Salary through the end of the month in which his employment terminates as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date; (ii) pay Executive his Earned Bonus, pro rata and if any, for the fiscal year in which such termination of employment occurs, which amount shall be paid at the same time the Earned Bonus would have been paid had Executive remained in employment; (iii) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date and continuing for nine (9) months thereafter; (iv) pay or cause the payment of benefits to which Executive is entitled under the terms of any disability plan of the Company covering the Executive at the time of such Disability: (v) pay premiums for COBRA coverage as provided in Section 5(g); (vi) make such payments and provide such benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(d)(ii) or Section 5(d)(iii) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv); and (vii) in the event the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by the terms set forth in the grant as to such shares) which are not vested on the date of termination for Disability, then pay to the Executive (i) as to any unvested options, the net value of the excess, if any, of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs and the exercise price of such unvested options multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such Upon EXECUTIVE's termination of employment for Disability. Notwithstanding , the Executive’s DisabilityBANK will pay EXECUTIVE, during as disability pay, a bi-weekly payment equal to three- quarters (3/4) of EXECUTIVE's bi-weekly rate of Base Salary on the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period effective date of such Disability leave termination. These disability payments shall commence on the effective date of absence, EXECUTIVE's termination and will end on the Board earlier of Directors may designate someone (i) the date EXECUTIVE returns to perform Executive’s duties. Executive shall have the right to return to full-time service so long employment of the BANK in the same capacity as he is able was employed prior to resume his termination for Disability and faithfully perform his pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVE's full-time dutiesemployment by another employer; (iii) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE. (c) The BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. This coverage and payments shall cease upon the earlier of (i) the date EXECUTIVE returns to the full-time employment of the BANK, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVE's full-time employment by another employer; (iii) EXECUTIVE's attaining the age of sixty-five (65); (iv) EXECUTIVE's death; or (v) the expiration of the term of this Agreement. (d) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to EXECUTIVE during any period during which EXECUTIVE is incapable of performing his duties hereunder by reason of temporary disability.

Termination for Disability. Subject to the definitions and requirements terms of Section 2 (“Disability”), after six (6) consecutive months of such disability leave of absence, Executive’s service may be terminated by the Company. In the event Executive is terminated from employment due to Disability, the Company shall: (i1) pay Pay Executive his Annual Base Salary through only for twelve (12) months following such termination with a credit for any disability insurance proceeds paid to the end of the month in which his employment terminates as soon as practicable after his employment terminatesExecutive; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occursoccurs or is not otherwise exempt from section 409A of the Code, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date; (ii2) pay Pay Executive his Earned unpaid Annual Bonus, pro rata and if any, for the fiscal calendar year in which such termination of employment occurs, prorated for the number of days in such fiscal year through the end of the month in which Executive’s employment terminates and calculated as though the Company achieved 100% of its target levels of performance; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs or is not otherwise exempt from section 409A of the Code, then the payment in excess of such applicable dollar amount shall be paid at the same time the Earned Bonus would have been paid had Executive remained in employment; (iii) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than following six (6) months following the after Executive’s Termination Date and continuing for nine (9) months thereafterDate; (iv3) pay Pay or cause the payment of benefits to which Executive is entitled under the terms of any disability plan of the Company covering the Executive at the time of such Disability: (v4) pay Pay premiums for COBRA coverage as provided in Section 5(g);5.F; and (vi5) make Make such payments and provide such benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(d)(ii5.D(2) or Section 5(d)(iii5.D(3) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv5.D(6); and (vii) in the event the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by the terms set forth in the grant as to such shares) which are not vested on the date of termination for Disability, then pay to the Executive (i) as to any unvested options, the net value of the excess, if any, of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs and the exercise price of such unvested options multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize use any available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors Managers may designate someone to perform Executive’s duties. Executive shall have the right to return to full-time service so long as he is able to resume and faithfully perform his full-time duties.

Termination for Disability. Subject The Board of Directors of the Company shall have the right to the definitions and requirements of Section 2 (“Disability”), after six (6) consecutive months of such disability leave of absence, terminate Executive’s service may employment on or after the date Executive has a Disability, and such a termination shall not be terminated by Companytreated as a termination without Cause under this Employment Agreement. In the event Executive If Executive’s employment is terminated from employment due to Disabilityon account of a Disability and a Separation occurs, the Company shall: (i1) pay Executive his Annual Base Salary base salary through the end of the month in which his employment terminates a Separation occurs as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date;Separation, (ii2) pay Executive his Earned Bonus, pro rata and if any, Bonus for the fiscal year in which such termination of employment Separation occurs, which amount shall be paid at the same time ; provided that the Earned Bonus would have been shall in no event be paid had Executive remained in employment;later than 2½ months after the close of such fiscal year, (iii) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date and continuing for nine (9) months thereafter; (iv3) pay or cause the payment of benefits to which Executive is entitled under the terms of any the disability plan of the Company covering the Executive at the time of such Disability:, (v) pay premiums for COBRA coverage as provided in Section 5(g); (vi4) make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(d)(ii) 5(e)(1), Section 5(e)(2), or Section 5(d)(iii5(e)(3) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv5(e)(4); , and (vii5) make any COBRA continuation coverage premium payments (not only for Executive, but also for Executive’s dependents), for the 18 month period following the termination of Executive’s employment or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if the Company, in its sole discretion, determines that it cannot provide the event foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall provide to Executive has any options or restricted shares (but excluding “performance shares” which shall a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be governed by required to pay to continue the terms set forth group health coverage in the grant as to such shares) which are not vested effect on the date of termination the Separation (which amount shall be based on the premium for Disabilitythe first month of COBRA coverage), then pay to which payments shall be made regardless of whether Executive elects COBRA continuation coverage, shall commence on the Executive later of (i) as to any unvested options, the net value first day of the excess, if any, of month following the closing price month in which Executive experiences a Separation and (ii) the effective date of the Company’s shares determination of violation of applicable law, and shall end on the NASDAQ for earliest of (x) the day effective date on which the termination due to Disability occurs and the exercise price Executive becomes covered by a medical, dental or vision insurance plan of such unvested options multiplied by the number of shares subject to options which failed to vest; a subsequent employer, and (iiy) as to any unvested restricted shares, the value last day of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties18 months after Separation. Executive shall have the no right to return an additional gross-up payment to fullaccount for the fact that such COBRA premium amounts are paid on an after-time service so long as he is able to resume and faithfully perform his full-time dutiestax basis.

Termination for Disability. Subject to the definitions and requirements of Section 2 (“"Disability”"), after six (6) consecutive months of such disability leave of absence, Executive’s 's service may be terminated by Company. In the event Executive is terminated from employment due to Disability, the Company shall: (i1) pay Executive his Annual Base Salary through the end of the month in which his employment terminates as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date; (ii2) pay Executive his Earned Bonus, pro rata and if any, for the fiscal year in which such termination of employment occurs, which amount shall be paid at the same time the Earned Bonus would have been paid had Executive remained in employment; (iii3) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date and continuing for nine (9) months thereafter; (iv4) pay or cause the payment of benefits to which Executive is entitled under the terms of any disability plan of the Company covering the Executive at the time of such Disability: (v5) pay premiums for COBRA coverage as provided in Section 5(g);; and (vi6) make such payments and provide such benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(d)(ii5(d)(2) or Section 5(d)(iii5(d)(3) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv5(d)(4); and. (vii7) in the event the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by the terms set forth in the grant as to such shares) of which are not vested on the date of termination for Disability, then pay to the Executive executive (i) as to any unvested options, the net value of the excess, if any, of the closing price of the Company’s 's shares on the NASDAQ for the day on which the termination due to Disability occurs occurred and the exercise price of such unvested options multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s 's shares on the NASDAQ for the day on which the termination due to Disability occurs occurred multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s 's Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s 's duties. Executive shall have the right to return to full-time service so long as he is able to resume and faithfully perform his full-time duties.

Termination for Disability. Subject to the definitions and requirements of Section 2 (“Disability”), after six (6) consecutive months of such disability leave of absence, Executive’s service may be terminated by Company. In the event Executive is terminated from employment due to Disability, the Company shall: (i) pay Executive his Annual Base Salary through the end of the month in which his employment terminates as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date; (ii) pay Executive his Earned Bonus, pro rata and if any, for the fiscal year in which such termination of employment occurs, which amount shall be paid at the same time the Earned Bonus would have been paid had Executive remained in employment; (iii) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date and continuing for nine (9) months thereafter; (iv) pay or cause the payment of benefits to which Executive is entitled under the terms of any disability plan of the Company covering the Executive at the time of such Disability: (v) pay premiums for COBRA coverage as provided in Section 5(g); (vi) make such payments and provide such benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(d)(ii) or Section 5(d)(iii) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv); and (vii) in the event the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by the terms set forth in the grant as to such shares) which are not vested on the date of termination for Disability, then pay to the Executive (i) as to any unvested options, the net value of the excess, if any, of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs and the exercise price of such unvested options multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties. Executive shall have the right to return to full-time service so long as he is able to resume and faithfully perform his full-time duties.

Termination for Disability. Subject If at any time during the term of this Agreement, other than following a Change in Control to the definitions and requirements which Section 6(c) applies, Executive shall become unable to perform his duties as an employee as a result of Section 2 (“Disability”)incapacity, after six (6) consecutive months which gives rise to termination of such disability leave of absence, Executive’s service may be terminated by Company. In the event Executive is terminated from employment due to for Disability, then Executive shall be entitled to receive the Company shall: following: (i) pay Executive his Annual Base Salary salary and the cash value of any accrued vacation (consistent with the Company’s vacation policies then in effect) through the end Termination Date plus continued salary for a period of eighteen (18) months following the month Termination Date, payable in which his employment terminates accordance with the Company’s regular payroll schedule as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occursfrom time to time, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date; (ii) pay Executive his Earned Bonus, pro rata and if any, an amount equal to the annual target bonus for the fiscal year in which such the Termination Date occurs (plus any unpaid bonus from the prior fiscal year), to be paid between January 1 and December 31 of the year following the year in which the termination of employment occurs, which amount shall be paid at the same time the Earned Bonus would have been paid had Executive remained in employment; (iii) pay acceleration in full of vesting of all outstanding stock options held by Executive an additional nine subject to the provision, however, that the acceleration shall not cover more than two (92) months of compensation at years from the then-Annual Base SalaryTermination Date (and in this regard, which aggregate amount all such options and other exercisable rights held by Executive shall be payable in equal semi-monthly installments beginning not earlier than six (6) months remain exercisable for one year following the Termination Date and continuing for nine (9) months thereafter; Date, or through the original expiration date of the stock options or other exercisable rights, if earlier), (iv) pay to the extent COBRA shall be applicable to the Company, continuation of health benefits for Executive, Executive’s spouse and any dependent children, at Executive’s cost, for a period of 18 months after the Termination Date, or cause the payment of benefits to which Executive is entitled such longer period as may be applicable under the terms of any disability plan of Company’s policies then in effect, provided Executive makes the Company covering the Executive at the time of such Disability: appropriate election and payments, and (v) pay premiums for COBRA coverage as provided in Section 5(g); (vi) make such payments and provide such no other compensation, severance or other benefits, except only that this provision shall not limit any benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which available to Executive was a participant; provided no payments made under Section 5(d)(ii) or Section 5(d)(iii) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv); and (vii6(c) in the event case of a termination following a Change in Control. Notwithstanding the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by foregoing, however, the terms set forth Company may deduct from the salary specified in the grant as to such shares) which are not vested on the date of termination for Disability, then pay to the Executive clause (i) as to hereof the amount of any unvested options, the net value of the excess, if any, of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs and the exercise price of such unvested options multiplied payments then received by Executive under any disability benefit program maintained by the number of shares subject Company to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave extent permissible under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties. Executive shall have the right to return to full-time service so long as he is able to resume and faithfully perform his full-time duties.Section 409A.

Termination for Disability. Subject to the definitions and requirements of Section 2 (“Disability”), after six (6) consecutive months of such disability leave of absence, Executive’s service may be terminated by Company. In the event Executive is terminated from employment due to Disability, the Company shall: (i) pay Executive his Annual Base Salary through the end of the month in which his employment terminates as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date; (ii) pay Executive his Earned Bonus, pro rata and if any, for the fiscal year in which such termination of employment occurs, which amount shall be paid at the same time the Earned Bonus would have been paid had Executive remained in employment; (iii) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in thirty-six (36) equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date and continuing for nine eighteen (918) consecutive months thereafter; (iv) pay or cause the payment of benefits to which Executive is entitled under the terms of any disability plan of the Company covering the Executive at the time of such Disability:; (v) pay premiums for COBRA coverage as provided in Section 5(g); (vi) make such payments and provide such benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(d)(ii) or Section 5(d)(iii) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv); and (vii) in the event the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by the terms set forth in the grant as to such shares) which are not vested on the date of termination for Disability, then pay to the Executive (i) as to any unvested options, the net value of the excess, if any, of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs and the exercise price of such unvested options multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs occurred multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties. Executive shall have the right to return to full-time service so long as he is able to resume and faithfully perform his full-time duties.

Termination for Disability. Subject If, at any time during the term of this Agreement, other than following a Change in Control to the definitions and requirements which Section 6(c) applies, Executive shall become unable to perform his Duties as an employee as a result of Section 2 (“Disability”)incapacity, after six (6) consecutive months which gives rise to termination of such disability leave of absence, Executive’s service may be terminated by Company. In the event Executive is terminated from employment due to for Disability, then Executive shall be entitled to receive the Company shallfollowing: (i) pay Executive his Annual Base Salary salary and the cash value of any accrued Paid Time Off (consistent with the Company’s Paid Time Off policies then in effect) through the end Termination Date plus continued salary for a period of eighteen (18) months following the month Termination Date, payable in which his employment terminates accordance with the Company’s regular payroll schedule as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Datefrom time to time; (ii) pay Executive his Earned Bonus, pro rata and if any, an amount equal to the annual target bonus for the fiscal year in which such termination of employment occursthe Termination Date occurs (plus any unpaid bonus from the prior fiscal year), which amount shall to be paid at no later than two and a half months following the same time close of the Earned Bonus would have been paid had Executive remained fiscal year in employmentwhich the termination occurs; (iii) pay acceleration in full of vesting of all outstanding stock options held by Executive an additional nine subject to the provision, however, that the acceleration shall not cover more than two (92) months of compensation at years from the then-Annual Base SalaryTermination Date (and in this regard, which aggregate amount all such options and other exercisable rights held by Executive shall be payable in equal semi-monthly installments beginning not earlier than six remain exercisable for one (61) months year following the Termination Date and continuing for nine (9) months thereafterDate, or through the original expiration date of the stock options or other exercisable rights, if earlier); (iv) pay or cause to the payment extent COBRA shall be applicable to the Company, continuation of health benefits for Executive, Executive’s spouse and any dependent children, at Executive’s cost, for a period of eighteen (18) months after the Termination Date, subject to which Executive is entitled such extensions as may be available for election under the terms of any disability plan of the Company covering the Executive at the time of such Disability:federal law; and (v) pay premiums for COBRA coverage as provided in Section 5(g); (vi) make such payments and provide such no other compensation, severance or other benefits, except only that this provision shall not limit any benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which available to Executive was a participant; provided no payments made under Section 5(d)(ii) or Section 5(d)(iii) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv); and (vii6(c) in the event the Executive has any options case of a termination prior to or restricted shares (but excluding “performance shares” which shall be governed by the terms set forth following a Change in the grant as to such shares) which are not vested on the date of termination for Disability, then pay to the Executive (i) as to any unvested options, the net value of the excess, if any, of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs and the exercise price of such unvested options multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties. Executive shall have the right to return to full-time service so long as he is able to resume and faithfully perform his full-time dutiesControl.

Termination for Disability. Subject If at any time during the term of this Agreement other than following a Change in Control to the definitions and requirements which Section 7(c) applies Executive shall become unable to perform his duties as an employee as a result of Section 2 (“Disability”)incapacity, after six (6) consecutive months which gives rise to termination of such disability leave of absence, Executive’s service may be terminated by Company. In the event Executive is terminated from employment due to for Disability, then Executive shall be entitled to receive the Company shall: following: (i) pay Executive his Annual Base Salary salary and PTO days accrued through the end Termination Date plus continued salary for a period of three (3) years following the month Termination Date, payable in which his employment terminates accordance with the Company's regular payroll schedule as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occursfrom time to time, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date; (ii) pay Executive his Earned Bonusat the Termination Date, pro rata and if any, 100% of Executive's target bonus for the fiscal year in which such termination the Termination Date occurs (plus any unpaid bonus from the prior fiscal year), (iii) following the end of employment occursthe fiscal year in which the Termination Date occurs and management bonuses have been determined, which amount shall be paid at the same time the Earned Bonus any bonus that would have been paid had payable to Executive remained under the bonus plan in employment; excess of Executive's target bonus, (iiiiv) pay acceleration in full of vesting of all outstanding stock options held by Executive (and in this regard, all such options and other exercisable rights held by Executive shall remain exercisable for (A) in the case of the Fiscal 1999 Option Grant, the Fiscal 2000 Option Grant, any future option grants, and all prior option grants having an additional nine (9) months exercise price per share equal to or less than the fair market value of compensation at the then-Annual Base SalaryCompany's Common Stock on the date hereof, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months one year following the Termination Date and continuing for nine (9B) months thereafter; (iv) pay in the case of all other option grants, 90 days following the Termination Date, or cause in the payment of benefits to which Executive is entitled under the terms case of any disability option such longer period as may be provided in the applicable plan of the Company covering the Executive at the time of such Disability: or agreement), (v) pay premiums (A) for three (3) years following the Termination Date, continuation of group health benefits at the Company's cost pursuant to the Company's standard programs as in effect from time to time (or at the Company's election substantially similar health benefits as in effect at the Termination Date, through a third party carrier) for Executive, his spouse and any children, and (B) thereafter, to the extent COBRA coverage shall be applicable to the Company, continuation of health benefits for such persons at Executive's cost, for a period of 18 months or such longer period as may be applicable under the Company's policies then in effect, provided in Section 5(g); the Executive makes the appropriate election and payments, and (vi) make such payments and provide such no other compensation, severance or other benefits, except only that this provision shall not limit any benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which available to Executive was a participant; provided no payments made under Section 5(d)(ii) or Section 5(d)(iii) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv); and (vii7(c) in the event case of a termination following a Change in Control. Notwithstanding the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by foregoing, however, the terms set forth Company may deduct from the salary specified in the grant as to such shares) which are not vested on the date of termination for Disability, then pay to the Executive clause (i) as to hereof the amount of any unvested options, the net value of the excess, if any, of the closing price of payments then received by Executive under any disability benefit program maintained by the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs and the exercise price of such unvested options multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties. Executive shall have the right to return to full-time service so long as he is able to resume and faithfully perform his full-time duties.

Termination for Disability. Subject If at any time during the term of this Agreement, other than following a Change in Control to the definitions and requirements which Section 6(c) applies, Executive shall become unable to perform his duties as an employee as a result of Section 2 (“Disability”)incapacity, after six (6) consecutive months which gives rise to termination of such disability leave of absence, Executive’s service may be terminated by Company. In the event Executive is terminated from employment due to for Disability, then Executive shall be entitled to receive the Company shallfollowing: (i) pay Executive his Annual Base Salary salary and the cash value of any accrued Paid Time Off (consistent with the Company’s Paid Time Off policies then in effect) through the end Termination Date plus continued salary for a period of eighteen (18) months following the month Termination Date, payable in which his employment terminates accordance with the Company’s regular payroll schedule as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date;from time to time, (ii) pay Executive his Earned Bonus, pro rata and if any, an amount equal to the annual target bonus for the fiscal year in which such termination of employment occursthe Termination Date occurs (plus any unpaid bonus from the prior fiscal year), which amount shall to be paid at between January 1 and December 31 of the same time year following the Earned Bonus would have been paid had Executive remained year in employment;which the termination occurs, (iii) pay acceleration in full of vesting of all outstanding stock options held by Executive an additional nine subject to the provision, however, that the acceleration shall not cover more than two (92) months of compensation at years from the then-Annual Base SalaryTermination Date (and in this regard, which aggregate amount all such options and other exercisable rights held by Executive shall be payable in equal semi-monthly installments beginning not earlier than six (6) months remain exercisable for one year following the Termination Date and continuing for nine (9) months thereafter;Date, or through the original expiration date of the stock options or other exercisable rights, if earlier), (iv) pay to the extent COBRA shall be applicable to the Company, continuation of health benefits for Executive, Executive’s spouse and any dependent children, at Executive’s cost, for a period of 18 months after the Termination Date, or cause the payment of benefits to which Executive is entitled such longer period as may be applicable under the terms of any disability plan of Company’s policies then in effect, provided Executive makes the Company covering the Executive at the time of such Disability:appropriate election and payments, and (v) pay premiums for COBRA coverage as provided in Section 5(g); (vi) make such payments and provide such no other compensation, severance or other benefits, except only that this provision shall not limit any benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which available to Executive was a participant; provided no payments made under Section 5(d)(ii) or Section 5(d)(iii) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv); and (vii6(c) in the event case of a termination following a Change in Control. Notwithstanding the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by foregoing, however, the terms set forth Company may deduct from the salary specified in the grant as to such shares) which are not vested on the date of termination for Disability, then pay to the Executive clause (i) as to hereof the amount of any unvested options, the net value of the excess, if any, of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs and the exercise price of such unvested options multiplied payments then received by Executive under any disability benefit program maintained by the number of shares subject Company to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave extent permissible under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties. Executive shall have the right to return to full-time service so long as he is able to resume and faithfully perform his full-time duties.Section 409A.

Termination for Disability. Subject The Board shall have the right to the definitions and requirements of Section 2 (“Disability”), after six (6) consecutive months of such disability leave of absence, terminate Executive’s service may employment on or after the date Executive has a Disability, and such a termination shall not be terminated by Companytreated as a termination without Cause under this Agreement. In the event Executive If Executive’s employment is terminated from employment due to Disabilityon account of a Disability and a Separation occurs, the Company shall: (i1) pay Executive his Annual Base Salary Executive’s base salary through the end of the month in which his employment terminates a Separation occurs as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date;Separation, (ii2) pay Executive his Executive’s Earned Bonus, pro rata and if any, Bonus for the fiscal year in which such termination of employment Separation occurs, which amount shall be paid at the same time ; provided that the Earned Bonus would have been shall in no event be paid had Executive remained in employment;later than 2½ months after the close of such fiscal year, 12 (iii) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date and continuing for nine (9) months thereafter; (iv3) pay or cause the payment of benefits to which Executive is entitled under the terms of any the disability plan plan(s) of the Company covering the Executive at the time of such Disability:, (v) pay premiums for COBRA coverage as provided in Section 5(g); (vi4) make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided that no payments made under Section 5(d)(ii5(e)(l), Section 5(e)(2) or Section 5(d)(iii5(e)(3) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv5(e)(4); , and (vii5) make any COBRA continuation coverage premium payments (for Executive and for Executive’s dependents), for the 18-month period following the termination of Executive’s employment or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if the Company, in its sole discretion, determines that it cannot provide the event foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including Section 2716 of the Public Health Service Act), the Company instead shall provide to Executive has any options or restricted shares (but excluding “performance shares” which shall a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be governed by required to pay to continue the terms set forth group health coverage in the grant as to such shares) which are not vested effect on the date of termination the Separation (which amount shall be based on the premium for Disabilitythe first month of COBRA coverage), then pay to which payments shall be made regardless of whether Executive elects COBRA continuation coverage, shall commence on the Executive later of (i) as to any unvested options, the net value first day of the excess, if any, of month following the closing price month in which Executive experiences a Separation and (ii) the effective date of the Company’s shares determination of violation of applicable law, and shall end on the NASDAQ for earliest of (x) the day effective date on which the termination due to Disability occurs and the exercise price Executive becomes covered by a medical, dental or vision insurance plan of such unvested options multiplied by the number of shares subject to options which failed to vest; a subsequent employer, and (iiy) as to any unvested restricted shares, the value last day of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties18 months after Separation. Executive shall have the no right to return an additional gross-up payment to fullaccount for the fact that such COBRA premium amounts are paid on an after-time service so long as he is able to resume and faithfully perform his full-time dutiestax basis.

Termination for Disability. Subject to the definitions and requirements of Section 2 (“"Disability”"), after six (6) consecutive months of such disability leave of absence, Executive’s 's service may be terminated by Company. In the event Executive is terminated from employment due to Disability, the Company shall: (i1) pay Executive his Annual Base Salary through the end of the month in which his employment terminates as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date; (ii2) pay Executive his Earned Bonus, pro rata and if any, for the fiscal year in which such termination of employment occurs, which amount shall be paid at the same time the Earned Bonus would have been paid had Executive remained in employment; (iii3) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date and continuing for nine (9) months thereafter; (iv4) pay or cause the payment of benefits to which Executive is entitled under the terms of any disability plan of the Company covering the Executive executive at the time of such Disability: (v5) pay premiums for COBRA coverage as provided in Section 5(g); (vi6) make such payments and provide such benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(d)(ii5(d)(2) or Section 5(d)(iii5(d)(3) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv5(d)(4); and (vii7) in the event the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by the terms set forth in the grant as to such shares) of which are not vested on the date of termination for Disability, then pay to the Executive executive (i) as to any unvested options, the net value of the excess, if any, of the closing price of the Company’s 's shares on the NASDAQ for the day on which the termination due to Disability occurs occurred and the exercise price of such unvested options multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s 's shares on the NASDAQ for the day on which the termination due to Disability occurs occurred multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s 's Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s 's duties. Executive shall have the right to return to full-time service so long as he is able to resume and faithfully perform his full-time duties.

Termination for Disability. Subject If at any time during the term of this Agreement other than following a Change in Control to the definitions and requirements which Section 7(c) applies Executive shall become unable to perform his duties as an employee as a result of Section 2 (“Disability”)incapacity, after six (6) consecutive months which gives rise to termination of such disability leave of absence, Executive’s service may be terminated by Company. In the event Executive is terminated from employment due to for Disability, then Executive shall be entitled to receive the Company shall: following: (i) pay Executive his Annual Base Salary salary and vacation accrued through the end Termination Date plus continued salary for a period of three (3) years following the month Termination Date, payable in which his employment terminates accordance with the Company's regular payroll schedule as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occursfrom time to time, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date; (ii) pay Executive his Earned Bonusat the Termination Date, pro rata and if any, 100% of Executive's target bonus for the fiscal year in which such termination the Termination Date occurs (plus any unpaid bonus from the prior fiscal year), (iii) following the end of employment occursthe fiscal year in which the Termination Date occurs and management bonuses have been determined, which amount shall be paid at the same time the Earned Bonus any bonus that would have been paid had payable to Executive remained under the bonus plan in employment; excess of Executive's target bonus, (iiiiv) pay acceleration in full of vesting of all outstanding stock options held by Executive (and in this regard, all such options and other exercisable rights held by Executive shall remain exercisable for (A) in the case of the Fiscal 1999 Option Grant, the Fiscal 2000 Option Grant, any future option grants, and all prior option grants having an additional nine (9) months exercise price per share equal to or less than the fair market value of compensation at the then-Annual Base SalaryCompany's Common Stock on the date hereof, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months one year following the Termination Date and continuing for nine (9B) months thereafter; (iv) pay in the case of all other option grants, 90 days following the Termination Date, or cause in the payment of benefits to which Executive is entitled under the terms case of any disability option such longer period as may be provided in the applicable plan of the Company covering the Executive at the time of such Disability: or agreement), (v) pay premiums (A) for three (3) years following the Termination Date, continuation of group health benefits at the Company's cost pursuant to the Company's standard programs as in effect from time to time (or at the Company's election substantially similar health benefits as in effect at the Termination Date, through a third party carrier) for Executive, his spouse and any children, and (B) thereafter, to the extent COBRA coverage shall be applicable to the Company, continuation of health benefits for such persons at Executive's cost, for a period of 18 months or such longer period as may be applicable under the Company's policies then in effect, provided in Section 5(g); the Executive makes the appropriate election and payments, and (vi) make such payments and provide such no other compensation, severance or other benefits, except only that this provision shall not limit any benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which available to Executive was a participant; provided no payments made under Section 5(d)(ii) or Section 5(d)(iii) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv); and (vii7(c) in the event case of a termination following a Change in Control. Notwithstanding the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by foregoing, however, the terms set forth Company may deduct from the salary specified in the grant as to such shares) which are not vested on the date of termination for Disability, then pay to the Executive clause (i) as to hereof the amount of any unvested options, the net value of the excess, if any, of the closing price of payments then received by Executive under any disability benefit program maintained by the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs and the exercise price of such unvested options multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties. Executive shall have the right to return to full-time service so long as he is able to resume and faithfully perform his full-time duties.

Termination for Disability. Subject to the definitions and requirements of Section 2 (“Disability”), after six (6) consecutive months of such disability leave of absence, Executive’s service may be terminated by Company. In the event Executive is terminated from employment due to Disability, the Company shall: (i) pay Executive his or her Annual Base Salary through the end of the month in which his Executive’s employment terminates as soon as practicable after his or her employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date; (ii) pay Executive his or her Earned Bonus, pro rata and if any, for the fiscal year in which such termination of employment occurs, which amount shall be paid at the same time the Earned Bonus would have been paid had Executive remained in employment; (iii) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date Date, subject to Section 7(k), and continuing for nine (9) months thereafter; (iv) pay or cause the payment of benefits to which Executive is entitled under the terms of any disability plan of the Company covering the Executive at the time of such Disability: (v) pay premiums for COBRA coverage as provided in Section 5(g); (vi) make such payments and provide such benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(d)(ii) or Section 5(d)(iii) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv); and (vii) in the event the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by the terms set forth in the grant as to such shares) which are not vested on the date of termination for Disability, then pay to the Executive (i) as to any unvested options, the net value of the excess, if any, of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs and the exercise price of such unvested options multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties. Executive shall have the right to return to full-time service so long as he or she is able to resume and faithfully perform his Executive’s full-time duties.

Termination for Disability. Subject The Board shall have the right to the definitions and requirements of Section 2 (“Disability”), after six (6) consecutive months of such disability leave of absence, terminate Executive’s service may employment on or after the date Executive has a Disability, and such a termination shall not be terminated by Companytreated as a termination without Cause under this Agreement. In the event Executive If Executive’s employment is terminated from employment due to Disabilityon account of a Disability and a Separation occurs, the Company shall::  (i1) pay Executive his Annual Base Salary base salary through the end of the month in which his employment terminates a Separation occurs as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occursSeparation, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date; (ii2) pay Executive his Earned Bonus, pro rata and if any, Bonus for the fiscal year in which such termination of employment Separation occurs, which amount shall be paid at the same time ; provided that the Earned Bonus would have been shall in no event be paid had Executive remained in employment;later than 2½ months after the close of such fiscal year,  (iii) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date and continuing for nine (9) months thereafter; (iv3) pay or cause the payment of benefits to which Executive is entitled under the terms of any the disability plan plan(s) of the Company covering the Executive at the time of such Disability:,  (v) pay premiums for COBRA coverage as provided in Section 5(g); (vi4) make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which 7 Executive was a participant; provided no payments made under Section 5(d)(ii5(e)(1), Section 5(e)(2) or Section 5(d)(iii5(e)(3) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv5(e)(4); and, and  (vii5) make any COBRA continuation coverage premium payments (for Executive and for Executive’s dependents), for the 18-month period following the termination of Executive’s employment or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if the Company, in its sole discretion, determines that it cannot provide the event foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including Section 2716 of the Public Health Service Act), the Company instead shall provide to Executive has any options or restricted shares (but excluding “performance shares” which shall a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be governed by required to pay to continue the terms set forth group health coverage in the grant as to such shares) which are not vested effect on the date of termination the Separation (which amount shall be based on the premium for Disabilitythe first month of COBRA coverage), then pay to which payments shall be made regardless of whether Executive elects COBRA continuation coverage, shall commence on the Executive later of (i) as to any unvested options, the net value first day of the excess, if any, of month following the closing price month in which Executive experiences a Separation and (ii) the effective date of the Company’s shares determination of violation of applicable law, and shall end on the NASDAQ for earliest of (x) the day effective date on which the termination due to Disability occurs and the exercise price Executive becomes covered by a medical, dental or vision insurance plan of such unvested options multiplied by the number of shares subject to options which failed to vest; a subsequent employer, and (iiy) as to any unvested restricted shares, the value last day of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties18 months after Separation. Executive shall have the no right to return an additional gross-up payment to fullaccount for the fact that such COBRA premium amounts are paid on an after-time service so long as he is able to resume and faithfully perform his full-time duties.tax basis. 

Termination for Disability. Subject to the definitions and requirements of Section 2 (“Disability”), after six (6) consecutive months of such disability leave of absence, Executive’s service may be terminated by Company. In the event Executive is terminated from employment due to Disability, the Company shall: (i) pay Executive his her Annual Base Salary through the end of the month in which his employment terminates as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date; (ii) pay Executive his her Earned Bonus, pro rata and if any, for the fiscal year in which such termination of employment occurs, which amount shall be paid at the same time the Earned Bonus would have been paid had Executive remained in employment; (iii) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date and continuing for nine (9) months thereafter; (iv) pay or cause the payment of benefits to which Executive is entitled under the terms of any disability plan of the Company covering the Executive at the time of such Disability: (v) pay premiums for COBRA coverage as provided in Section 5(g); (vi) make such payments and provide such benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(d)(ii) or Section 5(d)(iii) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv); and (vii) in the event the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by the terms set forth in the grant as to such shares) which are not vested on the date of termination for Disability, then pay to the Executive (i) as to any unvested options, the net value of the excess, if any, of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs and the exercise price of such unvested options multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties. Executive shall have the right to return to full-time service so long as he she is able to resume and faithfully perform his her full-time duties.

Termination for Disability. Subject to the definitions and requirements of Section 2 (“Disability”), after six (6) consecutive months of such disability leave of absence, Executive’s service may be terminated by Company. In the event Executive is terminated from employment due to Disability, the Company shall: (i) pay Executive his Annual Base Salary through the end of the month in which his employment terminates as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date; (ii) pay Executive his Earned Bonus, pro rata and if any, for the fiscal year in which such termination of employment occurs, which amount shall be paid at the same time the Earned Bonus would have been paid had Executive remained in employment; (iii) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date and continuing for nine (9) months thereafter; (iv) pay or cause the payment of benefits to which Executive is entitled under the terms of any disability plan of the Company covering the Executive at the time of such Disability: (v) pay premiums for COBRA coverage as provided in Section 5(g); (vi) make such payments and provide such benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(d)(ii) or Section 5(d)(iii) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv); and (vii) in the event the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by the terms set forth in the grant as to such shares) which are not vested on the date of termination for Disability, then pay to the Executive (i) as to any unvested options, the net value of the excess, if any, of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs and the exercise price of such unvested options multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties. Executive shall have the right to return to full-time service so long as he is able to resume and faithfully perform his full-time duties.of

Termination for Disability. Subject to the definitions and requirements of Section 2 (“Disability”), after six (6) consecutive months of such disability leave of absence, Executive’s service may be terminated by Company. In the event Executive is terminated from employment due to Disability, the Company shall: (i1) pay Executive his Executive’s Annual Base Salary through the end of the month in which his Executive’s employment terminates as soon as practicable after his Executive’s employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date; (ii2) pay Executive his Executive’s Earned Bonus, pro rata and if any, for the fiscal year in which such termination of employment occurs, which amount shall be paid at the same time the Earned Bonus would have been paid had Executive remained in employment; (iii3) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date and continuing for nine (9) months thereafter; (iv4) pay or cause the payment of benefits to which Executive is entitled under the terms of any disability plan of the Company covering the Executive at the time of such Disability: (v5) pay premiums for COBRA coverage as provided in Section 5(g);; and (vi6) make such payments and provide such benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(d)(ii5(d)(2) or Section 5(d)(iii5(d)(3) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv5(d)(4); and. (vii7) in the event the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by the terms set forth in the grant as to such shares) which are not vested on the date of termination for Disability, then pay to the Executive (i) as to any unvested options, the net value of the excess, if any, of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs occurred and the exercise price of such unvested options multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs occurred multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she Executive were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties. Executive shall have the right to return to full-time service so long as he Executive is able to resume and faithfully perform his Executive’s full-time duties.

Termination for Disability. Subject The Board shall have the right to the definitions and requirements of Section 2 (“Disability”), after six (6) consecutive months of such disability leave of absence, terminate Executive’s service may employment on or after the date Executive has a Disability, and such a termination shall not be terminated by Companytreated as a termination without Cause under this Agreement. In the event Executive If Executive’s employment is terminated from employment due to Disabilityon account of a Disability and a Separation occurs, the Company shall: (i1) pay Executive his Annual Base Salary base salary through the end of the month in which his employment terminates a Separation occurs as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date;Separation, (ii2) pay Executive his Earned Bonus, pro rata and if any, Bonus for the fiscal year in which such termination of employment Separation occurs, which amount shall be paid at the same time ; provided that the Earned Bonus would have been shall in no event be paid had Executive remained in employment;later than 2½ months after the close of such fiscal year, (iii) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date and continuing for nine (9) months thereafter; (iv3) pay or cause the payment of benefits to which Executive is entitled under the terms of any the disability plan plan(s) of the Company covering the Executive at the time of such Disability:, (v) pay premiums for COBRA coverage as provided in Section 5(g); (vi4) make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(d)(ii5(e)(1), Section 5(e)(2) or Section 5(d)(iii5(e)(3) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv5(e)(4); , and (vii5) make any COBRA continuation coverage premium payments (for Executive and for Executive’s dependents), for the 18-month period following the termination of Executive’s employment or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if the Company, in its sole discretion, determines that it cannot provide the event foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including Section 2716 of the Public Health Service Act), the Company instead shall provide to Executive has any options or restricted shares (but excluding “performance shares” which shall a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be governed by required to pay to continue the terms set forth group health coverage in the grant as to such shares) which are not vested effect on the date of termination the Separation (which amount shall be based on the premium for Disabilitythe first month of COBRA coverage), then pay to which payments shall be made regardless of whether Executive elects COBRA continuation coverage, shall commence on the Executive later of (i) as to any unvested options, the net value first day of the excess, if any, of month following the closing price month in which Executive experiences a Separation and (ii) the effective date of the Company’s shares determination of violation of applicable law, and shall end on the NASDAQ for earliest of (x) the day effective date on which the termination due to Disability occurs and the exercise price Executive becomes covered by a medical, dental or vision insurance plan of such unvested options multiplied by the number of shares subject to options which failed to vest; a subsequent employer, and (iiy) as to any unvested restricted shares, the value last day of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties18 months after Separation. Executive shall have the no right to return an additional gross-up payment to fullaccount for the fact that such COBRA premium amounts are paid on an after-time service so long as he is able to resume and faithfully perform his full-time dutiestax basis.

Termination for Disability. Subject The Board shall have the right to the definitions and requirements of Section 2 (“Disability”), after six (6) consecutive months of such disability leave of absence, terminate Executive’s service may employment on or after the date Executive has a Disability, and such a termination shall not be terminated by Companytreated as a termination without Cause under this Agreement. In the event Executive If Executive’s employment is terminated from employment due to Disabilityon account of a Disability and a Separation occurs, the Company shall::  (i1) pay Executive his Annual Base Salary base salary through the end of the month in which his employment terminates a Separation occurs as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occursSeparation, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date; (ii2) pay Executive his Earned Bonus, pro rata and if any, Bonus for the fiscal year in which such termination of employment Separation occurs, which amount shall be paid at the same time ; provided that the Earned Bonus would have been shall in no event be paid had Executive remained in employment;later than 2½ months after the close of such fiscal year,  8 (iii) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date and continuing for nine (9) months thereafter; (iv3) pay or cause the payment of benefits to which Executive is entitled under the terms of any the disability plan plan(s) of the Company covering the Executive at the time of such Disability:,  (v) pay premiums for COBRA coverage as provided in Section 5(g); (vi4) make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(d)(ii5(e)(1), Section 5(e)(2) or Section 5(d)(iii5(e)(3) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv5(e)(4); and, and  (vii5) make any COBRA continuation coverage premium payments (for Executive and for Executive’s dependents), for the 18-month period following the termination of Executive’s employment or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if the Company, in its sole discretion, determines that it cannot provide the event foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including Section 2716 of the Public Health Service Act), the Company instead shall provide to Executive has any options or restricted shares (but excluding “performance shares” which shall a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be governed by required to pay to continue the terms set forth group health coverage in the grant as to such shares) which are not vested effect on the date of termination the Separation (which amount shall be based on the premium for Disabilitythe first month of COBRA coverage), then pay to which payments shall be made regardless of whether Executive elects COBRA continuation coverage, shall commence on the Executive later of (i) as to any unvested options, the net value first day of the excess, if any, of month following the closing price month in which Executive experiences a Separation and (ii) the effective date of the Company’s shares determination of violation of applicable law, and shall end on the NASDAQ for earliest of (x) the day effective date on which the termination due to Disability occurs and the exercise price Executive becomes covered by a medical, dental or vision insurance plan of such unvested options multiplied by the number of shares subject to options which failed to vest; a subsequent employer, and (iiy) as to any unvested restricted shares, the value last day of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties18 months after Separation. Executive shall have the no right to return an additional gross-up payment to fullaccount for the fact that such COBRA premium amounts are paid on an after-time service so long as he is able to resume and faithfully perform his full-time duties.tax basis. 

Termination for Disability. Subject The Board of Directors of the Company shall have the right to the definitions and requirements of Section 2 (“Disability”), after six (6) consecutive months of such disability leave of absence, terminate Executive’s service may employment on or after the date Executive has a Disability, and such a termination shall not be terminated by Companytreated as a termination without Cause under this Employment Agreement. In the event Executive If Executive’s employment is terminated from employment due to Disabilityon account of a Disability and a Separation occurs, the Company shall: (i1) pay Executive his Annual Base Salary her base salary through the end of the month in which his employment terminates a Separation occurs as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date;Separation, (ii2) pay Executive his her Earned Bonus, pro rata and if any, Bonus for the fiscal year in which such termination of employment Separation occurs, which amount shall be paid at the same time ; provided that the Earned Bonus would have been shall in no event be paid had Executive remained in employment;later than 2½ months after the close of such fiscal year, (iii) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date and continuing for nine (9) months thereafter; (iv3) pay or cause the payment of benefits to which Executive is entitled under the terms of any the disability plan of the Company covering the Executive at the time of such Disability:, (v) pay premiums for COBRA coverage as provided in Section 5(g); (vi4) make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(d)(ii) 5(e)(1), Section 5(e)(2), or Section 5(d)(iii5(e)(3) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv5(e)(4); , and (vii5) make any COBRA continuation coverage premium payments (not only for Executive, but also for Executive’s dependents), for the 18 month period following the termination of Executive’s employment or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if the Company, in its sole discretion, determines that it cannot provide the event foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall provide to Executive has any options or restricted shares (but excluding “performance shares” which shall a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be governed by required to pay to continue the terms set forth group health coverage in the grant as to such shares) which are not vested effect on the date of termination the Separation (which amount shall be based on the premium for Disabilitythe first month of COBRA coverage), then pay to which payments shall be made regardless of whether Executive elects COBRA continuation coverage, shall commence on the Executive later of (i) as to any unvested options, the net value first day of the excess, if any, of month following the closing price month in which Executive experiences a Separation and (ii) the effective date of the Company’s shares determination of violation of applicable law, and shall end on the NASDAQ for earliest of (x) the day effective date on which the termination due to Disability occurs and the exercise price Executive becomes covered by a medical, dental or vision insurance plan of such unvested options multiplied by the number of shares subject to options which failed to vest; a subsequent employer, and (iiy) as to any unvested restricted shares, the value last day of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties18 months after Separation. Executive shall have the no right to return an additional gross-up payment to fullaccount for the fact that such COBRA premium amounts are paid on an after-time service so long as he is able to resume and faithfully perform his full-time dutiestax basis.

Termination for Disability. Subject The Board shall have the right to the definitions and requirements of Section 2 (“Disability”), after six (6) consecutive months of such disability leave of absence, terminate Executive’s service may employment on or after the date Executive has a Disability, and such a termination shall not be terminated by Companytreated as a termination without Cause under this Agreement. In the event Executive If Executive’s employment is terminated from employment due to Disabilityon account of a Disability and a Separation occurs, the Company shall: (i1) pay Executive his Annual Base Salary Executive’s base salary through the end of the month in which his employment terminates a Separation occurs as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date;Separation, (ii2) pay Executive his Executive’s Earned Bonus, pro rata and if any, Bonus for the fiscal year in which such termination of employment Separation occurs, which amount shall be paid at the same time ; provided that the Earned Bonus would have been shall in no event be paid had Executive remained in employment;later than 2½ months after the close of such fiscal year, (iii) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date and continuing for nine (9) months thereafter; (iv3) pay or cause the payment of benefits to which Executive is entitled under the terms of any the disability plan plan(s) of the Company covering the Executive at the time of such Disability:, (v) pay premiums for COBRA coverage as provided in Section 5(g); (vi4) make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided that no payments made under Section 5(d)(ii5(e)(l), Section 5(e)(2) or Section 5(d)(iii5(e)(3) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv5(e)(4); , and (vii5) make any COBRA continuation coverage premium payments (for Executive and for Executive’s dependents), for the 18-month period following the termination of Executive’s employment or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if the Company, in its sole discretion, determines that it cannot provide the event foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including Section 2716 of the Public Health Service Act), the Company instead shall provide to Executive has any options or restricted shares (but excluding “performance shares” which shall a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be governed by required to pay to continue the terms set forth group health coverage in the grant as to such shares) which are not vested effect on the date of termination the Separation (which amount shall be based on the premium for Disabilitythe first month of COBRA coverage), then pay to which payments shall be made regardless of whether Executive elects COBRA continuation coverage, shall commence on the Executive later of (i) as to any unvested options, the net value first day of the excess, if any, of month following the closing price month in which Executive experiences a Separation and (ii) the effective date of the Company’s shares determination of violation of applicable law, and shall end on the NASDAQ for earliest of (x) the day effective date on which the termination due to Disability occurs and the exercise price Executive becomes covered by a medical, dental or vision insurance plan of such unvested options multiplied by the number of shares subject to options which failed to vest; a subsequent employer, and (iiy) as to any unvested restricted shares, the value last day of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties18 months after Separation. Executive shall have the no right to return an additional gross-up payment to fullaccount for the fact that such COBRA premium amounts are paid on an after-time service so long as he is able to resume and faithfully perform his full-time dutiestax basis.

Termination for Disability. Subject The Board shall have the right to the definitions and requirements of Section 2 (“Disability”), after six (6) consecutive months of such disability leave of absence, terminate Executive’s service may employment on or after the date Executive has a Disability, and such a termination shall not be terminated by Companytreated as a termination without Cause under this Agreement. In the event Executive If Executive’s employment is terminated from employment due to Disabilityon account of a Disability and a Separation occurs, the Company shall: (i1) pay Executive his Annual Base Salary base salary through the end of the month in which his employment terminates a Separation occurs as soon as practicable after his employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date;Separation, (ii2) pay Executive his Earned Bonus, pro rata and if any, Bonus for the fiscal year in which such termination of employment Separation occurs, which amount shall be paid at the same time ; provided that the Earned Bonus would have been shall in no event be paid had Executive remained in employment;later than 2½ months after the close of such fiscal year, (iii) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date and continuing for nine (9) months thereafter; (iv3) pay or cause the payment of benefits to which Executive is entitled under the terms of any the disability plan plan(s) of the Company covering the Executive at the time of such Disability:, (v) pay premiums for COBRA coverage as provided in Section 5(g); (vi4) make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(d)(ii5(e)(l), Section 5(e)(2) or Section 5(d)(iii5(e)(3) shall be taken into account in computing any payments or benefits described in this Section 5(d)(iv5(e)(4); , and (vii5) make any COBRA continuation coverage premium payments (for Executive and for Executive’s dependents), for the 18-month period following the termination of Executive’s employment or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if the Company, in its sole discretion, determines that it cannot provide the event foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including Section 2716 of the Public Health Service Act), the Company instead shall provide to Executive has any options or restricted shares (but excluding “performance shares” which shall a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be governed by required to pay to continue the terms set forth group health coverage in the grant as to such shares) which are not vested effect on the date of termination the Separation (which amount shall be based on the premium for Disabilitythe first month of COBRA coverage), then pay to which payments shall be made regardless of whether Executive elects COBRA continuation coverage, shall commence on the Executive later of (i) as to any unvested options, the net value first day of the excess, if any, of month following the closing price month in which Executive experiences a Separation and (ii) the effective date of the Company’s shares determination of violation of applicable law, and shall end on the NASDAQ for earliest of (x) the day effective date on which the termination due to Disability occurs and the exercise price Executive becomes covered by a medical, dental or vision insurance plan of such unvested options multiplied by the number of shares subject to options which failed to vest; a subsequent employer, and (iiy) as to any unvested restricted shares, the value last day of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties18 months after Separation. Executive shall have the no right to return an additional gross-up payment to fullaccount for the fact that such COBRA premium amounts are paid on an after-time service so long as he is able to resume and faithfully perform his full-time dutiestax basis.

Termination for Disability. Subject to the definitions and requirements of Section 2 (“Disability”), after six (6) consecutive months of such disability leave of absence, Executive’s service may be terminated by Company. In the event Executive is terminated from employment due to Disability, the Company shall: (i) pay Executive his or her Annual Base Salary through the end of the month in which his Executive’s employment terminates as soon as practicable after his or her employment terminates; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination Date; (ii) pay Executive his or her Earned Bonus, pro rata and if anyif, any for the fiscal year in which such termination of employment occurs, which amount shall be paid at the same time the Earned Bonus would have been paid had Executive remained in employment; (iii) pay Executive an additional nine (9) months of compensation at the then-Annual Base Salary, which aggregate amount shall be payable in equal semi-monthly installments beginning not earlier than six (6) months following the Termination Date Date, subject to Section 7(k), and continuing for nine (9) months thereafter; (iv) pay or cause the payment of benefits to which Executive is entitled under the terms of any disability plan of the Company covering the Executive at the time of such Disability: (v) pay premiums for COBRA coverage as provided provide in Section 5(g); (vi) make such payments and provide such benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which Executive was a participant; provided no payments made under Section 5(d)(ii) or Section 5(d)(iii5 (d)(iii) shall be taken into account in computing any payments and payment or benefits described in this Section 5(d)(iv); and (vii) in the event the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by the terms set forth in the grant as to such shares) which are not vested on the date of termination for Disability, then pay to the Executive (i) as to any unvested options, the net value of the excess, if any, of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs and the exercise price of such unvested options option multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the day on which the termination due to Disability occurs multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for of Disability. Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the Board of Directors may designate someone to perform Executive’s duties. Executive shall have the right to return to full-time service so long as he or she is able to resume and faithfully perform his Executive full-time duties.