EMPLOYMENT IN THE EVENT
OF EXECUTIVE'S DISABILITY.
(A)
EXECUTIVE AND THE COMPANY AGREE THAT
EXECUTIVE MAY NOT REASONABLY BE EXPECTED TO BE ABLE TO PERFORM HIS DUTIES AND
THE ESSENTIAL FUNCTIONS OF HIS OFFICE IF EXECUTIVE SHALL HAVE BEEN PERMANENTLY
DISABLED (AS DEFINED BELOW) OR ABSENT FROM HIS DUTIES WITH THE COMPANY, OR NOT
OTHERWISE BE PERFORMING THE DUTIES OF HIS OFFICE DUE TO PHYSICAL OR MENTAL
ILLNESS, IN EACH CASE, ON A FULL-TIME BASIS FOR ONE HUNDRED EIGHTY (180)
BUSINESS DAYS IN THE TIME PERIODS SPECIFIED BELOW.
ACCORDINGLY, IF, IN THE
REASONABLE, GOOD FAITH OPINION OF THE BOARD, AS A RESULT OF EXECUTIVE'S
INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS, (I) EXECUTIVE SHALL HAVE BEEN
PERMANENTLY DISABLED, WITHIN THE MEANING OF THE APPLICABLE DISABILITY POLICY
THEN MAINTAINED FOR THE BENEFIT OF EXECUTIVES OF THE COMPANY (AND THE INSURANCE
COMPANY SHALL NOT HAVE DISPUTED SUCH DETERMINATION), OR (II) IF NO SUCH
DISABILITY POLICY SHALL BE IN FORCE AND EFFECT COVERING EXECUTIVE, (A) EXECUTIVE
SHALL HAVE BEEN ABSENT FROM HIS DUTIES WITH THE COMPANY ON A FULL TIME BASIS FOR
ONE HUNDRED EIGHTY (180) CONSECUTIVE BUSINESS DAYS OR FOR SHORTER PERIODS
AGGREGATING ONE HUNDRED EIGHTY (180) BUSINESS DAYS DURING ANY 52-WEEK PERIOD,
AND, WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE OF INTENT TO TERMINATE IS
GIVEN BY THE COMPANY, EXECUTIVE SHALL NOT HAVE RETURNED TO THE FULL TIME
PERFORMANCE OF HIS DUTIES OR (B) EXECUTIVE SHALL BE ENTITLED TO DISABILITY
RETIREMENT BENEFITS UNDER THE FEDERAL SOCIAL SECURITY ACT, THEN EXECUTIVE'S
EMPLOYMENT SHALL BE TERMINATED FOR "DISABILITY."
(B)
IF EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR
DISABILITY, THEN EXECUTIVE SHALL NOT BE ENTITLED TO RECEIVE SEVERANCE BENEFITS
UNDER THIS AGREEMENT AND EXECUTIVE SHALL BE COMPENSATED PURSUANT TO THE
PROVISIONS OF THIS SECTION 7 AS FOLLOWS: (I) EXECUTIVE'S BASE SALARY SHALL
CONTINUE AT THE LEVEL AS PROVIDED IN SECTION 4(A) FOR A PERIOD OF TWELVE (12)
MONTHS FROM THE DATE OF TERMINATION AND THE COMPANY SHALL PAY ALL VACATION
BENEFITS ACCRUED TO THE DATE OF TERMINATION; (II) ALL DISABILITY, LIFE, MEDICAL
AND DENTAL INSURANCE PROVIDED BY THE COMPANY TO
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EXECUTIVE, HIS SPOUSE AND DEPENDENTS PRIOR TO TERMINATION SHALL CONTINUE FOR A
PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF SUCH TERMINATION; AND
(III) EXECUTIVE SHALL ALSO BE ENTITLED TO RETAIN ALL STOCK OPTIONS VESTED PRIOR
TO OR VESTING UPON TERMINATION, ALL UNPAID NON-PERFORMANCE-BASED BONUSES WHICH
ARE VESTED PRIOR TO OR VESTING UPON TERMINATION, TOGETHER WITH THAT PRO RATA
PORTION OF ANY PERFORMANCE BASED BONUS (WHETHER OR NOT VESTED) FOR THE
THEN-CURRENT FISCAL YEAR PRORATED TO DATE OF TERMINATION (BASED UPON PERFORMANCE
AGAINST TARGET THROUGH THE DATE OF TERMINATION FOR DISABILITY), ALL RESTRICTED
STOCK VESTED PRIOR TO OR VESTING UPON TERMINATION, REIMBURSEMENT OF ALL
ALLOWABLE EXPENSES INCURRED PRIOR TO THE DATE OF TERMINATION AND ALL OTHER
BENEFITS VESTED PRIOR TO OR VESTING UPON TERMINATION FOR DISABILITY.
(C)
PAYMENTS OF BASE SALARY UNDER THIS
SECTION 7 SHALL BE REDUCED BY ANY DISABILITY PAYMENTS PROVIDED EXECUTIVE AS A
RESULT OF ANY DISABILITY PLAN SPONSORED BY