4.5 Property of the Company. Executive acknowledges that from time to time in the course
of providing services pursuant to this Agreement, Executive shall have the opportunity to inspect and use certain property, both tangible and intangible, of the Company and its affiliates and Executive hereby agrees that such property shall remain
the exclusive property of the Company and its affiliates. Executive shall have no right or proprietary interest in such property, whether tangible or intangible, including, without limitation, Executives customer and supplier lists, contract
forms, books of account, computer programs and similar property.
4.6 Reasonable in Scope and Duration; Consideration. Executive
agrees and acknowledges that the restrictions contained in this Section 4 are reasonable in scope and duration and are necessary to protect the business interests and Confidential Information of the Company and its affiliates after the
Effective Date of this Agreement, and Executive further agrees and acknowledges that he has reviewed the provisions of this Agreement with his legal counsel. Executive acknowledges and agrees that Executive will receive substantial, valuable
consideration from the Company for the covenants contained in this Section 4, including without limitation, compensation and other benefits.
Termination Prior to Expiration of Term. Notwithstanding anything to the contrary contained in Section 2, Executives employment may be terminated prior to the expiration of the Term only as provided in this Section 5.
5.2 Death or Disability.
(a) The Company may terminate Executives employment hereunder due to death or Disability (as defined below). If Executives
employment hereunder is terminated as a result of death or Disability, Executive (or Executives estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of
termination, (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of
Executives termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction
of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or
benefits were granted to Executive (items (i) through (iii) above collectively referred to as Accrued Employment Entitlements), (iv) a lump sum payment equal to twelve (12) months of Executives
full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such 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
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