Subject to the terms and conditions of this Section 5, if the Employment Period is terminated by Company due to Executive’s death, Executive’s beneficiary or estate will receive Executive’s Base Salary at the rate in effect at the time of Executive’s death, for a period of six months following the date of Executive’s death and payable in accordance with the Company’s normal payroll practices. To the extent COBRA coverage is timely elected, the Company shall pay 100% of the Executive’s beneficiaries (if any) COBRA premiums for a period ending on the later of the expiration of the Employment Period in which Executive's death occurred or a period of twelve (12) months (so long as beneficiaries remain eligible for COBRA).

Subject to the terms and conditions of this Section 5, if the Employment Period is terminated by the Company due to Executive’s Disability, provided that Executive has satisfied the Release Condition, Executive will receive a monthly amount equal to one-twelfth (1/12th) of Executive’s Base Salary in effect on Executive’s Termination Date, payable on the first payroll date of each applicable month, continuing for a period of twenty-four (24) months following the Termination Date; provided, however, that the monthly amounts payable in this (b)(ii) shall be reduced by an amount equal to the sum of the amount of monthly benefits then actually received by Executive pursuant to # any long-term disability insurance plan maintained by the Company and # any supplemental disability insurance program maintained by the Company. To the extent COBRA coverage is timely elected, the Company shall pay 100% of the Executive’s COBRA premiums for the applicable COBRA statutory period (so long as Executive remains eligible for COBRA), but not more than 24 months following the Termination Date. Any reductions shall be administered in a manner that complies with Section 409A.

Upon termination of the Executive’s employment pursuant to Section 5(a)(i) (Death) or # (Disability), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: # twenty-four (24) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days of the date of termination; # if the Executive elects continuation coverage for group health coverage pursuant to COBRA Rights, then for a period of twenty-four (24) months following the Executive’s termination he will be obligated to pay only the portion of the full COBRA Rights cost of the coverage equal to an active employee’s share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Company’s share of such premiums (the “Employer-Provided COBRA Premium”) shall be treated as taxable income to the Executive; and # payment on a pro-rated basis of any Annual Bonus or other payments earned in connection with any bonus plan to which the Executive was a participant as of the date of death or Total Disability. This Section 6(a) shall not terminate or otherwise interfere with any right to disability payments.