6.5 Termination by Virtue of Death or Disability of Executive.
(a) In the event of Executives death while employed pursuant to this Agreement, all obligations of the parties hereunder shall terminate immediately, and the Company shall, pursuant to the Companys standard payroll policies, provide to Executives legal representatives Executives Accrued Obligations, but neither Executive nor Executives legal representatives will be eligible for the Non-CIC Severance Benefits, the CIC Severance Benefits, or any other severance compensation or benefit.
(b) Subject to applicable state and federal law, the Company shall at all times have the right, upon written notice to the Executive, to terminate this Agreement based on Executives Disability (as defined below). Termination by the Company of Executives employment based on Disability shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of Executives position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event Executives employment is terminated based on Executives Disability, Executive will not receive the Non-CIC Severance Benefits, the CIC Severance Benefits, or any other severance compensation or benefit, except that, pursuant to the Companys standard payroll policies, the Company shall provide to Executive the Accrued Obligations.
6.6 Notice; Effective Date of Termination.
(a) Termination of Executives employment pursuant to this Agreement shall be effective on the earliest of:
(i) immediately after the Company gives notice to Executive of Executives termination, with or without Cause, unless pursuant to Section 6.3(a)(vi) in which case ten (10) days after notice if not cured, or unless the Company specifies a later date, in which case, termination shall be effective as of such later date;
(ii) immediately upon Executives death;
(iii) immediately after the Company gives written notice to Executive of Executives termination on account of Executives Disability, unless the Company specifies a later separation date, in which case, termination shall be effective as of such later separation date, provided that Executive has not returned to the full-time performance of Executives duties prior to such date;
(iv) except as addressed by Section 6.7(a)(v), thirty (30) days after Executive gives written notice to the Company of Executives resignation for any reason, provided that the Company may set a separation date at any time between the date of notice and the date of resignation, in which case Executives resignation shall be effective as of such other date. Executive will receive compensation through any required notice period; or