If during the Term the Executive shall become physically or mentally disabled (a “Disability”), whether totally or partially, such that the Executive is unable to perform the Executive’s principal services hereunder for (i) a period of not less than ninety (90) consecutive days or (ii) the eligibility waiting period under the Company’s applicable long-term disability plan, whichever period is longer, the Company may at any time after the last day of such period (provided that such disability is continuing), by written notice to the Executive, terminate the Term. Upon termination under this Section 4.3, the Executive shall be entitled to the payments and benefits described in Section 4.1, as well as any payments to which the Executive may be entitled pursuant to any Company disability insurance plan in which the Executive then participates, and all outstanding equity grants shall vest and be payable in the manner provided in the applicable award (subject to the provisions of Section 3.4), and any vested but unexercised grants shall become exercisable and shall remain so for the period commencing on the date of such termination through the second anniversary of such termination.