If your employment terminates because of your death or total disability or your voluntary termination of employment or if it is terminated by company for cause, you will not be entitled to receive basic compensation and employee benefits following your termination or any other payment of benefits except as expressly provided herein or in any applicable employee benefit plan or arrangement, and you (or your legal representatives) will be entitled to receive any incentive compensation payable under the terms of the incentive plan.

Termination Due to Death. In the event the executive's employment is terminated due to his death, his estate or its beneficiaries, as the case may be, shall be entitled to:

(i) the base salary for a 90 day period immediately following the date on which the executive's death occurs;

(ii) an annual bonus award for the year in which the executive's death occurs, payable if and when such bonuses are paid to other executives of the company;

(iii) any amounts current, accrued or owing to but not yet paid under this agreement; and

(iv) other benefits in accordance with applicable plans and programs of the company.

Termination Due to Disability. In the event the executives employment is terminated by the company due to his disability, he shall be entitled to:

(i) the base salary, at the rate in effect immediately prior to the currents of his disability, through the end of the month in which he is terminated due to disability;

(ii) an annual bonus, pursuant to the terms of any applicable bonus plans, for the year in which his termination due to disability occurs, payable if and when such bonuses are paid to the other executives of the company;

(iii) commencing with the first month following the month in which the executive is terminated, payments to which the executive is entitled under any plan or programs of the company providing long-term disability or retirement benefits;

(iv) continued participation in all employee benefit plans or programs in which he was participating on the date of termination of his employment due to disability, as permitted by their terms, until the earliest to occur of the cessation of his disability, his death or his attainment of age 85; and

(v) other benefits in accordance with applicable plans and programs of the company.

If the executive is precluded from continuing his participation in any employee benefit plan or program has provided herein above, he shall be provided the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate. The economic equivalent of any benefit forgone shall be deemed to be the lowest cost that would be incurred by the executive in obtaining such benefit himself on an individual basis.