the Companys election to accelerate the Executives notice of resignation shall not be deemed a termination by the Company without Cause for purposes of
Section 4.1 or 4.2 of this Agreement or otherwise or constitute Good Reason for purposes of Section 4.2 of this Agreement or otherwise.
(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
(iv) any 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 or Disability.
(a) As the result of any Disability suffered by the Executive, the Company, upon five (5) days prior notice
to the Executive, may terminate the Executives employment under this Agreement. The Executives employment shall automatically terminate upon the Executives 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 is unable to perform the essential functions of the Executives 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.