termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executives personal representative from
the date on which Executive was first unable substantially to perform Executives duties through the date of such termination, and (v) any benefits payable to Executive or Executives beneficiaries, as applicable, in accordance with
the terms of the applicable benefit plan. At the Companys expense, Executive and/or Executives dependents shall be entitled to continue to participate in the Companys welfare benefit plans and programs on the same terms as
similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executives dependents shall thereafter be entitled to any continuation of such benefits provided under
such benefit plans or by applicable law. Following the death or Disability of Executive, Executives participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued
Employment Entitlements) shall be governed by the terms of such plans.
(b) Disability shall mean if, by reason
of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, Executive is either (i) unable to engage in any
substantial gainful activity; or (ii) receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Company employees. Executives Disability shall be determined by the
Company, in good faith, based upon information supplied by Executive and the physician mutually agreed upon by the Company and Executive. Executive agrees to submit to physical exams and diagnostic tests reasonably recommended by such physician.
5.3 Termination by the Company for Cause or by Executive because of a Voluntary Termination.
(a) Executives employment hereunder may be terminated by the Company for Cause (as hereinafter defined) or by Executive under a
Voluntary Termination (as hereinafter defined). If Executives employment hereunder is terminated under this Section 5.3, Executive shall be entitled to receive all Base Salary due to Executive through the date of termination.
Furthermore, all previously vested rights of Executive under an Equity Award or similar incentive compensation plan or program shall be treated in accordance with the terms of such plan or program. Except as specifically set forth in this
Section 5.3, the Company shall have no further obligations to Executive following a termination for Cause, or a Voluntary Termination.
(b) Cause shall mean (i) subject to clause (ii) below, a felony which results in a conviction, a guilty
plea or a plea of nolo contendere, (ii) engaging in conduct involving moral turpitude that causes the Company and its affiliates material and demonstrable public disrepute or material and demonstrable economic harm; (iii) a willful
material breach of this Agreement by Executive and/or Executives gross neglect of Executives duties hereunder which is not cured to the Boards reasonable satisfaction within fifteen (15) days after notice thereof is given to
Executive by the Board; or (iv) the intentional wrongful damage to or misappropriation or conversion of material property of the Company or its affiliates. No act or failure to act by the Executive shall be deemed willful or
intentional if done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the
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