(b) If the Executives employment is terminated pursuant to
Section 4.3(a), the Executive shall, in full discharge of all of the Companys obligations to the Executive, be entitled to receive, and the Companys sole obligation under this Agreement or otherwise shall be to
pay or provide to the Executive, the following (collectively, the Accrued Obligations):
(i) the Executives
accrued but unpaid Base Salary through the final date of the Executives employment by the Company (the Termination Date), payable in accordance with the Companys standard payroll practices;
(ii) the Executives unused vacation as accrued in accordance with the Companys policies, if any; (iii) expenses reimbursable
under Section 3.2 above incurred on or prior to the Termination Date but not yet reimbursed; and
amounts or benefits that are vested amounts or vested benefits or that the Executive is otherwise entitled to receive under any plan, program, policy or practice (with the exception of those, if any, relating to severance) on the Termination Date,
in accordance with such plan, program, policy, or practice.
Section 4.4 Termination Resulting from Death
(a) As the result of any Disability suffered by the Executive, the Company may, upon
five (5) days prior notice to the Executive, terminate the Executives employment under this Agreement. The Executives employment shall automatically terminate upon his death.
(b) Disability means a determination by the Company in accordance with applicable law that as a
result of a physical or mental injury or illness, the Executive has been unable to perform the essential functions of his job with or without reasonable accommodation for a period of (i) ninety (90) consecutive days; or (ii) one
hundred twenty (120) days during any twelve (12) month period.
(c) If the Executives employment
is terminated pursuant to Section 4.4(a), the Executive or the Executives estate, as the case may be, shall be entitled to receive, and the Companys sole obligation under this Agreement or otherwise shall be to
pay or provide to the Executive or the Executives estate, as the case may be, the Accrued Obligations.
Section 4.5 Release Agreement. In order to receive the Severance Payments set forth in
Section 4.1, or to receive the Enhanced Severance Payment set forth in Section 4.2 (as applicable, and, in each case, if eligible), the Executive must timely execute (and not revoke) a separation
agreement and general release (the Release Agreement) in a customary form as is determined to be reasonably necessary by the Company in its good faith and reasonable