During any period that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (“ Disability Period ”), the Executive shall continue to receive his full Base Salary set forth in Section 5(a) until his employment is terminated pursuant to Section 6(b) , and the Company may, in its discretion, designate another individual to act in the Executive’s place, and such designation shall not constitute Good Reason. In the event the Executive’s employment is terminated for Disability pursuant to Section 6(b) , (i) the Company shall (A) pay to the Executive the Final Compensation at the time and in the manner set forth in Section 8(a)(i) hereof, and, provided the Executive signs and returns the Executive Release of Claims as set forth above, (B) pay to the Executive a lump-sum cash payment equal to the sum of one year of the Executive’s Base Salary plus the total Performance Bonus as calculated pursuant to Section 8(a)(ii) , which payment shall be made on the 60th day after the Date of Termination, and (ii) the vesting and lapsing of restrictions shall automatically accelerate on all unvested or restricted equity awards awarded to the Executive prior to the Date of Termination (including, without limitation, the Time-Based Restricted Shares, the Performance Shares (which shall vest as if the highest Target Stock Price (i.e., the $69.85 threshold set forth above) had been achieved) and any restricted shares of Company common stock issued in respect of Performance Shares), and all such awards shall remain exercisable for the full life of such awards (determined without regard to the Executive’s termination of employment). The Company shall have no further obligation to the Executive upon such termination of employment.