“involuntary termination of Executive’s employment by the Company without cause" shall not include termination as the result of death or Disability.

Termination by Company for Cause, or by Executive Without Good Reason, or as a Result of Executive’s Disability or Death. If Executive’s employment hereunder is terminated by Company for Cause, by Executive without Good Reason, or as a result of Executive’s Disability or Death, then Company shall pay the Accrued Obligations to Executive on or before the time required by applicable law following the effective date of such termination and shall have no further obligations to Executive.

“Involuntary Termination Without Cause” means Executive’s dismissal or discharge by the Company other than for Cause. The termination of Executive’s employment as a result of Executive’s death or inability to perform the essential functions of his job due to disability will not be deemed to be an Involuntary Termination Without Cause.

Termination of Employment. Notwithstanding anything herein to the contrary, Executive’s employment with the Company may end prior to September 30, 2023, as a result of # the Company’s termination of Executive’s employment for Cause or # Executive’s death or Disability. In the event of such earlier termination of employment, Executive shall receive no further payments hereunder and all then outstanding equity awards shall be governed as set forth in the applicable Award Agreement (e.g., on account of a termination as a result of death, disability or for cause as defined and set forth therein). For purposes of this Agreement, the terms “Cause” and “Disability” shall have the meanings assigned to such terms in the ​ Severance Plan (the “Severance Plan”).

Termination Due to Death or Disability. This Agreement will automatically terminate in the event of the Executive’s death or Disability (as hereafter defined).

Termination by Reason of Death or Disability. In the event that Executive’s employment is terminated by reason of Executive’s death or Disability (as defined below), Executive (or Executive’s estate, as the case may be) shall be entitled only to the following:

Termination of Employment Upon Executive’s Death or Disability. Notwithstanding anything to the contrary in Section 2 (Term), Flagship may terminate the Executive’s employment with Flagship under this Agreement and the Term hereunder upon the Executive’s death or Disability as follows:

the Executive’s termination of employment is not a result of # the Executive’s death; # the Executive’s Disability (as defined in [subparagraph 2(b)] below); # the Executive’s Retirement (as defined in [subparagraph 2(c)] below); # the Executive’s termination by the Company for Cause (as defined in [subparagraph 2(d)] below); or # the Executive’s decision to terminate employment other than for Good Reason (as defined in [subparagraph 2(e)] below).

“Qualifying Termination” means the termination of Executive’s employment by the Company without Cause or by Executive with Good Reason. For the avoidance of doubt, termination due to Executive’s death or termination due to Executive’s disability will not constitute a Qualifying Termination.

“Date of Termination” means: # if Executive’s employment is terminated by Executive’s death or disability, then the date of Executive’s death or disability; # if Executive’s employment is terminated by the Company or Executive, then the date specified in the Notice of Termination which for the purposes of this clause may be no earlier than the ninety (90th) day following the date such Notice of Termination is delivered to the Company; or # if Executive’s employment with the Company is terminated due to a Non-Renewal, then the last day of the Initial Term or any Renewal Term, as applicable.