Section # Termination due to Disability. Unless otherwise set forth in the Award Agreement, if a Participant’s employment or service terminates by reason of Disability, the Participant shall be treated for purposes of the treatment of the Participant’s Awards under this [Section 10.3] as though the Participant continued in the employ or service of the Company and all unvested Awards shall remain outstanding and vest, or in the case of Options and SARs, vest and become exercisable, in accordance with the terms set forth in the applicable Award Agreement. Any Options or SARs granted to such Participant that are exercisable at the date of termination by reason of Disability or that thereafter become exercisable by reason of the operation of the immediately preceding sentence may be exercised at any time prior to the earlier of # the fifth anniversary of the Participant’s termination for Disability or # the expiration of the term of such Options or SARs.

Effect of Disability. If Employee becomes disabled and ​ disability does not rise to the level of a Total Disability during the Retention Period to such an extent that ​ is permanently prevented from performing ​ duties under this Agreement by reason of physical or mental incapacity:

Disability. Except as provided in the Notice or as provided otherwise by the Committee, and subject to the Plan, if Participant’s Service terminates because of Participant’s Disability, then Participant’s Options may be exercised only to the extent that such Options would have been exercisable by Participant on the Termination Date and must be exercised by Participant (or the Participant’s legal representative or authorized assignee) no later than the close of business at Company headquarters on the date twelve (12) months after the Termination Date (with any exercise beyond # three (3) months after the date Participant’s employment terminates when the termination of Service is for a Disability that is not a “permanent and total disability” as defined in Section 22(e)(3) of the Code, or # twelve (12) months after the date Participant’s Service terminates when the termination of employment is for a Disability that is a “permanent and total disability” as defined in Section 22(e)(3) of the Code, deemed to be exercise of an NQSO), but in any event no later than the Expiration Date of the Option as set forth in the Notice.

Termination Due to Death or Disability. In the event that any Non-Employee Director incurs a Termination of Service (as defined in the Equity Plan) due to such Non-Employee Director’s death or Disability (as defined the Equity Plan), each of such Non-Employee Director’s Initial Award and Subsequent Award(s), along with any other stock options or other equity-based awards held by such Non-Employee Director, shall vest and, if applicable, become exercisable with respect to one hundred percent (100%) of the Shares subject thereto upon such Termination of Service.

If for any reason, except death or disability as provided below, the Optionee ceases to act as a director of the Company, all Options may be exercised by the Optionee at any time and up until three months following the termination of service.

Upon termination of Service due to death or Disability, the currently vested and exercisable portions of Options and SARs may be exercised for a period of one year after the date of such termination, which may, if so provided in an Agreement, extend beyond the stated expiration date of the Option or SAR.

If such termination is due to death or Disability, all Options held by such Grantee shall vest immediately on the date of such Grantee’s death or Disability and all such Options shall be exercised within one (1) year of the date of death or Disability.

Termination Period: This Option may be exercised for three months after Grantee ceases to be a Service Provider. Upon the death or Disability of the Grantee, this Option may be exercised for twelve months following Grantee’s termination as a Service Provider. In no event shall this Option be exercised later than the Term/Expiration Date as provided on the attached “Notice of Grant of Stock Options and Option Agreement.”

Termination of Service; Death; Disability; Change in Control. In the event of the Director’s Separation from Service, death, Disability, or a Change in Control while Awards are outstanding, the following vesting provisions will apply.

Termination of Service. Except as otherwise provided in the Plan or as determined by the Committee, if Participant’s service as a member of the Board of Directors terminates for any reason other than death or Disability, all Restricted Stock held by Participant which is unvested or subject to restriction at the time of such termination shall be automatically forfeited immediately after such termination. In the event Participant dies while serving on the Board of Directors, all Restricted Stock held by Participant shall vest in full immediately after Participant’s death, and the Company shall process such vesting within thirty (30) days of receipt of notice thereof. In the event Participant resigns or is removed from the Board of Directors as a result of Participant’s Disability, all Restricted Stock held by Participant shall vest in full immediately after such resignation or removal, and the Company shall process such vesting within thirty (30) days of the date on which the Committee determines that such resignation or removal was the result of Participant’s Disability (but not later than December 31 of the year of such resignation or removal, or if later, the 15th day of the third calendar month following such resignation or removal).