Subject to the remainder of this Section 4(c), if Participant is Disabled prior to the date this Stock Option becomes fully vested and exercisable pursua nt to Section 3, (i) a prorated portion of th is Stock Option shall automatically vest on the date Participa nt is Disabled, and (ii ) the remaining   unvested portion of this Stock Option shall be automatically canceled and forfeited and returned to the Company fo r no consideration . To the extent all or any p ortion of this Stock Option is outstanding and exercisable on the date Participant is Disabled , the vested portion of the Stock Option shall remain exe rcisable until the earlier of (x ) one (1) year following the date Participant is Disabled , or (y ) the Expiration Date.   For purposes of this subsec tion, the pro-ration of the Stock Option that vest s on the date Participant is Disabled shall be determined by dividing the number of days since the Grant Date by 1,09 6 and app lying this percentage to the Stock Option .     In the event the Participant had   alr eady vested in a portion of the   Stock Option prior to becoming Disabled, the number of Stock Options that   vest upon becoming Disabled shall be determined by calculating the pro-rata number of Stock Options that Participant is otherwise entitled to, determined as set forth above, and deducting from this amount the number of Stock Options that had a lready vested. Any fractional Stock Option shall be rounded down such that only whole Stock Options are vested .    For purposes of this subsection, Participant shall be “Disabled” if he or she has been unable, for a period of twelve consecutive months, to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment and has been receiving income replacement benefits for a period of twelve consecutive months under the Company’s Long-Term Disability Program.  The date that Participant is Disabled for purposes of this Agreement is the twelve-month anniversary of the date Participant commences receiving such benefits under the Company’s Long-Term Disability Program.