Death or Disability Benefit. Following the death or Disability of Employee while employed by the Company, the Company will provide Employee (or, in the case of death, Employee’s estate) a lump sum amount payable within thirty (30) days thereafter, equal to: # Employee’s salary for twelve (12) months; # an amount equal to 100% of the average of # the annual bonus he was paid for the year immediately preceding the termination and # his Target Bonus under the Company’s then-current bonus plan, if any, less standard payroll deductions and withholdings; plus # the cost of such COBRA premiums to continue health insurance coverage at the same level of coverage for Employee and his dependents (if applicable) in effect as of the termination date, through the end of twelve (12) months. All restricted stock and stock option grants that Employee has then received from the Company or may in the future receive from the Company shall be vested as to half of the unvested shares (or such greater amount, if any, as is provided for in the agreement for the applicable grant), and all such stock options shall, notwithstanding any lesser period, if any, provided for in the agreement for the applicable grant, be exercisable for one (1) year following such termination (but not exceeding the term of such option).

target Annual Bonus for the year in which such event occurred prorated for the period of days beginning on January 1 and ending on the date of death or Disability, as applicable, and payable within 60 days following the date of Employee's death or termination due to Disability, as applicable. In addition, subject to [Section 6(f)] below and subject to (A) Employee's (or his beneficiary's) timely and proper election of group health plan continuation coverage under COBRA, and continued eligibility for such coverage under COBRA, and (B) the continued copayment of premiums at the same level and cost to Employee (or his beneficiaries) as if Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee's ability to pay premiums with pre-tax dollars), the Company shall provide Employee (or his beneficiary) with a monthly cash payment equal to 100% of the excess of the applicable COBRA participation premiums over the amount described in [clause (B)] until the earlier of eighteen (18) months following the Termination Date, (ii) the date on which Employee becomes employed by a third party and becomes eligible to participate in such third party's group health plan, or (iii) the maximum period allowed by COBRA for Employee to continue such coverage under Company's plans. Employee shall not be entitled to any additional amounts or benefits as the result of such termination of employment.