Common use of Death or Disability Clause in Contracts

Death or Disability. (a) The Company may terminate Executive’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of termination, (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plans.

Death or Disability. (a) The Company may terminate the Executive’s 's employment hereunder due to death or Disability (as defined below). If the Executive’s 's employment hereunder is terminated as a result of death or Disability, the Executive (or the Executive’s 's estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to the Executive through the date of termination, (ii) a pro-rata portion of the actual bonusAnnual Bonus, if any, he would have received in respect payable for the period of the Executive's employment during the fiscal year in which his termination occurs, prorated by a fraction, of the numerator of which is the number of days in such fiscal year Company prior to the date Executive's termination of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal yearemployment, (iii) any previously vested Equity Awards and stock options or benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”"ACCRUED EMPLOYMENT ENTITLEMENTS"), (iv) a lump sum payment equal to twelve (12) months of the Executive’s 's full Base Salary, which shall be payable as soon as practicable following Salary until the date expiration of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative six months from the date on which the Executive was first unable substantially to perform Executive’s 's duties through hereunder and, as of the date last day of such terminationsix-month period, shall be entitled to receive a lump sum payment equal to an additional six months of Base Salary and (v) any benefits payable to the Executive or Executive’s 's beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s 's expense, the Executive and/or the Executive’s 's dependents shall be entitled to continue to participate in the Company’s 's welfare benefit plans and programs on the same terms as similarly situated actively-employed executives active employees for a period of twelve (12) months from the date of such terminationthe Executive was first unable to substantially perform the Executive's duties hereunder. The Executive and/or the Executive’s 's dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of the Executive, the Executive’s 's participation under any Equity Award stock option or other incentive compensation plan (other than Annual Bonuses bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plans.

Death or Disability. (a) The Company may terminate Executive’s employment hereunder due shall automatically terminate upon the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to death perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or Disability (a total of 120 days out of 365 consecutive days as defined below)a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment hereunder is terminated as a result of by the Company due to Executive’s death or Disability, Executive then (or i) Executive, or, upon death, to Executive’s estate designated beneficiary or personal representative in the event of death) estate, as applicable, shall be entitled eligible to receive (iA) all Base Salary due any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to Executive through the date of termination, such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the actual bonus, if any, he would have received Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days in such fiscal year prior to following the date of Executive’s termination of employment; and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iiiii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salarycontinued compliance with all continuing obligations under this Agreement, which shall be payable as soon as practicable following the date of termination including but not later than March 15 of the first calendar year following the year of such termination; providedlimited to those set forth in Section 5. Thereafter, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or and Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive designated beneficiary or Executive’s beneficiariesestate, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to not have any continuation of such benefits provided other rights or claims under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansthis Agreement.

Death or Disability. (a) The Company may terminate Executive’s 's employment hereunder due to death or Disability (as defined below). If Executive’s 's employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s 's estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of termination, (ii) a pro rata portion of the actual bonusAnnual Bonus, if any, he would have received in respect payable for the period of Executive's employment during the fiscal year in which his termination occurs, prorated by a fraction, of the numerator of which is the number of days in such fiscal year Company prior to the date Executive's termination of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal yearemployment, (iii) any previously vested Equity Awards Stock Options and benefits, such as retirement benefits and vacation paybenefits, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards Stock Options or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”"ACCRUED EMPLOYMENT ENTITLEMENTS"), (iv) a lump sum payment equal to twelve (12) months of Executive’s 's full Base Salary, which shall be payable as soon as practicable following Salary until the date expiration of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative six months from the date on which Executive was first unable substantially to perform Executive’s 's duties through hereunder and, as of the date last day of such terminationsix-month period, shall be entitled to receive a lump sum payment equal to an additional six months of Base Salary and (v) any benefits payable to Executive or Executive’s 's beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s 's expense, Executive and/or Executive’s 's dependents shall be entitled to continue to participate in the Company’s 's welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s 's dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s 's participation under any Equity Award Stock Option or other incentive compensation plan (other than Annual Bonuses bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plans.

Death or Disability. (a) The Company may terminate ExecutiveIf Employee’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result by reason of Employee’s death or Disability, Executive (the Company shall pay to Employee or ExecutiveEmployee’s estate or personal representative in the event of death) shall be entitled to receive legal representatives (i) all within 30 days after the later to occur of the Date of Termination or the effective date of the Release, a lump sum in cash equal to the sum of Employee’s Annual Base Salary due to Executive through the date Date of termination, Termination to the extent not previously paid and any compensation previously deferred by Employee (together with any accrued interest or earnings thereon) (the “Accrued Obligations”); (ii) the actual bonusamount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid, if any, he would have received in respect which amount shall be paid at such time as the Company pays other executives of the fiscal Company annual bonuses for the prior calendar year (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year in a press release); (iii) without duplication of any amount payable pursuant to clause (ii) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which his termination occurs, prorated by a fraction, Employee’s Date of Termination occurs (but in no event later than the numerator of which is fifth business day after the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets Company publicly announces its earnings for such fiscal year, calendar year in a press release); (iiiiv) any previously vested Equity Awards and benefitsamounts arising from Employee’s participation in, such as retirement or benefits and vacation payunder, any Investment Plan (the “Accrued Investments”), which amounts shall be paid in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year and conditions of such terminationInvestment Plan; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any amounts to which Employee or Employee’s spouse, beneficiaries or estate are entitled from Employee’s participation in, or benefits payable to Executive or Executive’s beneficiariesunder, as applicableany Welfare Plan (“Accrued Welfare Benefits”), which amounts shall be paid in accordance with the terms and conditions of the applicable benefit plansuch Welfare Plan. At the Company’s expenseExcept as described in this Section 5(a), Executive and/or Executive’s dependents shall be entitled to continue to participate in the Companyevent of Employee’s welfare benefit plans termination by reason of Employee’s death or Disability, Employee and programs on the same terms Employee’s legal representatives, as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents applicable, shall thereafter be entitled forfeit all rights to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such planscompensation.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (ai) The Company may terminate the Executive is unable to substantially engage in the Executive’s Duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or the Executive’s guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment hereunder due to is terminated by reason of the Executive’s death or Disability (as defined below). If disability, the Company shall pay the following to the Executive or the Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive representative: (i) all any accrued but unpaid Base Salary due for services rendered to Executive through the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement and any accrued paid time off (the “Accrued Payments”), and (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any earned but unpaid Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of for any prior period and the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company prorated to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of termination (determined based on actual performance for such termination, year and (v) any benefits payable when bonuses are paid to all Company executives for such year). The Executive or the Executive’s beneficiarieslegally appointed guardian, as applicablethe case may be, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled have up to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) 12 months from the date of such termination to exercise all vested stock options held by the Executive as of the date of termination, provided that in no event shall any option be exercisable beyond its term. The Executive and/or (or the Executive’s dependents estate) shall thereafter be entitled to any continuation of receive the payments provided herein at such benefits provided under such benefit plans or by applicable law. Following times as the Executive would have received them if there was no death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansdisability.

Death or Disability. (a) The Company may terminate ExecutiveIf Recipient’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder with the Company is terminated as a result at any time prior to the Vesting Date because of death or Disabilitydisability, Executive (or Executive’s estate or personal representative in the event of death) Recipient shall be entitled to receive (i) all Base Salary due a pro-rated award to Executive through be paid as soon as reasonably practicable following such event. The term “disability” means a medically determinable physical or mental condition of Recipient resulting from bodily injury, disease, or mental disorder which is likely to continue for the remainder of Recipient’s life and which renders Recipient incapable of performing the job assigned to Recipient by the Company or any substantially equivalent replacement job. For purposes of calculating the pro-rated award under this Section 3.3, the TSR Payout Factor and the ROCE Payout Factor shall both be calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of terminationdeath or disability. For this purpose, (ii) the actual bonus, if any, he would have received in respect TSR for the Company and each Peer Group Company for any partial fiscal year shall be determined based on the closing market prices of its stock for the twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of death or disability, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determined. For this purpose, the Adjusted Net Income for any partial fiscal year shall be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) and the Average Adjusted Capital shall be determined based on the average of Adjusted Capital as of the last day of only those quarters that have been completed, before determining the ROCE for that partial fiscal year, and the Average ROCE shall be determined by averaging however many full and partial fiscal years for which a ROCE shall have been determined. The number of Performance Shares to be issued as a pro-rated award under this Section 3.3 shall be determined by multiplying the number of Performance Shares determined after applying the modifications described in which his termination occurs, prorated the preceding sentences by a fraction, the numerator of which is the number of days in such fiscal year prior to Recipient was employed by the date Company since the beginning of Executive’s termination the Performance Period and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant number of days in the period from the beginning of the Performance Period to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansVesting Date.

Death or Disability. (a) The Company may terminate ExecutiveIf Employee’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result by reason of Employee’s death or Disability, Executive (the Company shall pay to Employee or ExecutiveEmployee’s estate or personal representative in the event of death) shall be entitled to receive legal representatives (i) all within 30 days after the later to occur of the Date of Termination or the effective date of the Release, a lump sum in cash equal to the sum of Employee’s Annual Base Salary due to Executive through the date Date of termination, Termination to the extent not previously paid and any compensation previously deferred by Employee (together with any accrued interest or earnings thereon) (the “Accrued Obligations”); (ii) the actual bonusamount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid, if any, he would have received in respect which amount shall be paid at such time as the Company pays other executives of the fiscal Company annual bonuses for the prior calendar year (but in no event later than the fifteenth business day after the Company publicly announces its earnings for such calendar year in a press release); (iii) without duplication of any amount payable pursuant to clause (ii) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which his termination occurs, prorated by a fraction, Employee’s Date of Termination occurs (but in no event later than the numerator of which is fifteenth business day after the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets Company publicly announces its earnings for such fiscal year, calendar year in a press release); (iiiiv) any previously vested Equity Awards and benefitsamounts arising from Employee’s participation in, such as retirement or benefits and vacation payunder, any Investment Plan (the “Accrued Investments”), which amounts shall be paid in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year and conditions of such terminationInvestment Plan; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any amounts to which Employee or Employee’s spouse, beneficiaries or estate are entitled from Employee’s participation in, or benefits payable to Executive or Executive’s beneficiariesunder, as applicableany Welfare Plan (“Accrued Welfare Benefits”), which amounts shall be paid in accordance with the terms and conditions of the applicable benefit plansuch Welfare Plan. At the Company’s expenseExcept as described in this Section 5(a), Executive and/or Executive’s dependents shall be entitled to continue to participate in the Companyevent of Employee’s welfare benefit plans termination by reason of Employee’s death or Disability, Employee and programs on the same terms Employee’s legal representatives, as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents applicable, shall thereafter be entitled forfeit all rights to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such planscompensation.

Death or Disability. (a) The Company may terminate If Executive’s employment hereunder due to is terminated because of death or Permanent Disability, Executive, in the case of Permanent Disability, or his surviving spouse (or his estate if Executive’s spouse does not survive him), in the case of Executive’s death, shall be entitled to: his pro rata Base Salary and pro rata Target Bonus through the date of termination for the year in which the termination occurs, plus a lump sum amount equal to the greater of: the remainder of the Base Salary that would have been earned by Executive under this Agreement between the time of his Death or Permanent Disability (as defined below)and the expiration of the then-current term of this Agreement, or 12 months of Base Salary plus his Target Bonus for the year of termination; and full acceleration of vesting for all stock, stock option and other equity awards. If Executive’s employment hereunder is terminated as a result because of death or Permanent Disability, Executive (or if a member of Executive’s estate family provides timely notice to the health plan administrator of Executive’s death or personal representative Permanent Disability, and if Executive’s family members who are covered by a health plan of the Company timely elect continued coverage under COBRA, the Company will reimburse such family members for the monthly COBRA cost of continued health coverage paid by such family members under the health plan of the Company pursuant to Section 4980B of the Code. Such reimbursements shall continue for the applicable period during which the family member is eligible for continued coverage under COBRA, but not in excess of 36 months. When COBRA coverage would otherwise end for the event of death) shall be entitled family member, the family member may elect to receive (i) all Base Salary due to Executive through extend the COBRA continuation coverage under the Company’s health plan until the date that is 36 months from Executive’s date of termination, (ii) provided that the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in Company’s health plan permits such fiscal year prior extension and such extension will not cause adverse tax consequences to the date of Company, Executive or Executive’s termination and family member or estate. These reimbursements will commence on the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable 60th day following the date of termination but not later than March 15 of and will be paid on the first calendar year following the year payroll date of such termination; providedeach month, provided that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date family member demonstrates proof of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms payment of the applicable benefit plan. At premium prior to the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansreimbursement payment date.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 9(a), “disability” shall mean (ai) The Company may terminate the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment hereunder due to is terminated by reason of Executive’s death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of death disability, the Company shall pay the following to the Executive or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive his legally appointed representative: (i) all any accrued but unpaid Base Salary due to Executive for services rendered through the date of termination, (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior accrued but unpaid expenses required to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal yearbe reimbursed under this Agreement, (iii) any previously vested Equity Awards earned but unpaid bonuses and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”)Fees, (iv) compensation for any accrued but unused paid time off; (v) a lump sum payment equal to twelve (12) months of $100,000 as long as the Company has at least $1 million in cash following the payment paid in cash via electronic funds transfer or wire into either the Executive’s full Base Salarybank account or the designated, which surviving relative of the Executive within 10 business days of the death or disability event (vi) all equity awards previously granted to the Executive under the Plan or similar plan shall be payable thereupon become fully vested, and the Executive or his legally appointed representative, as soon as practicable following the case may be, shall have up to two years from the date of termination but not later than March 15 of the first calendar year following the year of such termination; providedto exercise all previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 9(a) hereof shall continue to be paid or provided by the Company, as the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company may be, for one year, subject to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of any applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the applicable benefit planCode by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. At In the Company’s expenseevent all or a portion of the benefits to which the Executive was entitled pursuant to Section 9(a) hereof are subject to 409A of the Code, the Executive and/or Executive’s dependents shall not be entitled to continue the benefits that are subject to participate in Section 409A of the Company’s welfare benefit plans and programs on Code subsequent to the same terms “applicable 2½ month period” (as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided term is defined under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansTreasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. (a) The Company may terminate ExecutiveIf Employee’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result by reason of Employee’s death or Disability, Executive (the Company shall pay to Employee or ExecutiveEmployee’s estate or personal representative in the event of death) shall be entitled to receive legal representatives (i) all within 60 days after the Employee’s Date of Termination, a lump sum in cash equal to the sum of Employee’s Annual Base Salary due to Executive through the date Date of termination, Termination to the extent not previously paid and any compensation previously deferred by Employee (together with any accrued interest or earnings thereon) (the “Accrued Obligations”); (ii) the actual bonusamount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid, if any, he would have received in respect which amount shall be paid at such time as the Company pays other executives of the fiscal Company annual bonuses for the prior calendar year (but in no event later than the time specified in Section 3(b)(ii) of this Agreement); (iii) without duplication of any amount payable pursuant to clause (ii) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which his termination occurs, prorated by a fraction, Employee’s Date of Termination occurs (but in no event later than the numerator time specified in Section 3(b)(ii) of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, this Agreement); (iiiiv) any previously vested Equity Awards and benefitsamounts arising from Employee’s participation in, such as retirement or benefits and vacation payunder, any Investment Plan (the “Accrued Investments”), which amounts shall be paid in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year and conditions of such terminationInvestment Plan; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any amounts to which Employee or Employee’s spouse, beneficiaries or estate are entitled from Employee’s participation in, or benefits payable to Executive or Executive’s beneficiariesunder, as applicableany Welfare Plan (“Accrued Welfare Benefits”), which amounts shall be paid in accordance with the terms and conditions of the applicable benefit plansuch Welfare Plan. At the Company’s expenseExcept as described in this Section 5(a), Executive and/or Executive’s dependents shall be entitled to continue to participate in the Companyevent of Employee’s welfare benefit plans termination by reason of Employee’s death or Disability, Employee and programs on the same terms Employee’s legal representatives, as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents applicable, shall thereafter be entitled forfeit all rights to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such planscompensation.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (ai) The Company may terminate the Executive is unable to substantially engage in the Executive’s Duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or the Executive’s guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment hereunder due to is terminated by reason of the Executive’s death or Disability (as defined below). If disability, the Company shall pay the following to the Executive or the Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive representative: (i) all any accrued but unpaid Base Salary due for services rendered to the date of termination and any accrued but unpaid expenses required to be reimbursed under this Agreement and any accrued paid time off (the “Accrued Payments”), and (ii) any earned but unpaid Annual Bonus for any prior period and the Annual Bonus for the year of such termination, prorated to the date of termination (determined based on actual performance for such year and payable when bonuses are paid to all Company executives for such year). The Executive through or the Executive’s legally appointed guardian, as the case may be, shall have up to 12 months from the date of termination to exercise all vested stock options held by the Executive as of the date of termination, provided that in no event shall any option be exercisable beyond its term. The Executive (iior the Executive’s estate) shall receive the actual bonus, if any, he payments provided herein at such times as the Executive would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive them if there was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the no death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansdisability.

Death or Disability. In the event of Executive's death, the Company and/or the Bank shall pay to Executive's designated beneficiary, or, if Executive has failed to designate a beneficiary, to his estate, an amount equal to the Executive's minimum annual base salary pursuant to Section 3 hereof. Payment shall be made in twelve equal installments. Such compensation shall be in lieu of any other benefits provided hereunder, except that (ai) The Company may terminate Executive’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) a change in control of the Company as defined herein, Executive's designated beneficiary or his estate, as the case may be, shall be entitled to receive (ithe benefits of Section 10(b) all Base Salary due to Executive through the date of terminationhereof, and (ii) any benefit payable pursuant to Section 3 shall be prorated and made available to Executive in respect of any period prior to his death. The Company may maintain insurance on its behalf to satisfy in whole or in part the actual bonusobligations of the Section 8. In the event of Executive's disability, as hereinafter defined, the Company shall pay to Executive an amount equal to the difference, if any, he would have received in respect of between Executive's minimum annual base salary pursuant to Section 3 hereof and any payments which Executive is entitled to receive under the fiscal year in long-term disability insurance policy which his termination occurs, prorated by a fraction, the numerator of which is Company presently maintains for the number of days in such fiscal year prior to the date benefit of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid . Payments by the Company to hereunder, if any, shall be made in equal installments as provided in Section 3 throughout what would otherwise be the remaining term of employment hereunder. Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue the disability benefits provided by this Section if, by reason of physical or mental impairment, he is incapable of performing his duties hereunder. Any dispute regarding the existence, the extent or the continuance of Executive's disability shall be resolved by the determination of a duly licensed and practicing physician selected by and mutually agreeable to participate in both the Company’s welfare benefit plans Board of Directors of the Bank and programs Executive; provided, however, if Executive officially establishes his eligibility to receive Social Security Disability benefits or is deemed disabled under the terms and conditions of the disability insurance policy carried on the same terms Executive by the Company or the Bank, he shall be deemed to be disabled as similarly situated actively-employed executives for a period of twelve (12) months from the date of such terminationprovided herein without further proof. Executive and/or Executive’s dependents shall thereafter make himself available for and submit to such examinations by said physician as may be entitled directed from time to time by the physician. Failure to submit to any continuation such examination shall constitute a material breach of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansthis Agreement.

Death or Disability. If the Executive should become physically or mentally disabled and unable to perform duties hereunder for a continuous period in excess of ninety (a90) The days (in the reasonable opinion of the Board of Directors of the Company), which event shall result in the termination of the Executive's employment with the Company, or if the Executive should die while an employee of the Company, the Company may terminate Executive’s employment hereunder due to death or Disability (shall, as defined below). If Executive’s employment hereunder is terminated as a result of the date of death or Disabilitydisability, Executive (continue to pay the Executive's then current base salary for thirty- six months beginning with the month immediately following the date of the Executive's death or disability. Such amount shall be payable at intervals not less frequently than monthly. The foregoing payments shall be made to the Executive’s estate , or personal representative in the event of the Executive's death) , to such beneficiary as the Executive may designate in writing to the Company for that purpose, or if the Executive has not so designated, then to the personal representative of the estate of the Executive. In the event of the disability of the Executive during the Term and prior to earning at least 30 years of credited service for the purposes of the Company's Supplemental Executive Retirement Plan ("SERP"), the Company shall make such additional payments to the Executive as may be entitled necessary to ensure that at the earliest payment date under the SERP, the Executive will receive a benefit based upon the lesser of (i) all Base Salary due to Executive through the date Executive's actual credited service under the SERP plus five additional years of termination, credited service; or (ii) 30 years of credited service under the actual bonusSERP. In the event of the death of the Executive while an employee of the Company and prior to earning at least 30 years of credited service for the purposes of the SERP, his surviving spouse, if any, he would have received in respect will receive a surviving spouse benefit based upon credited service equal to the lesser of Subsections 6(a)(i) or (ii) above. Nothing herein shall be deemed to reduce the actual credited service of the fiscal year in which his termination occurs, prorated by a fraction, Executive or modify the numerator calculation of which is the number Executive's SERP benefit or the calculation of days in such fiscal year prior to the date surviving spouse's benefit under the SERP if the Executive has earned 30 or more years of Executive’s termination and service for the denominator purposes of which is 365, payable the SERP at the same time as any Annual Bonus payments are made of his disability or death. In addition, this Subsection (a) is not to other similarly situated active executives pursuant to the terms be deemed a limitation of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) Executive's benefits under any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation disability plan (other than Annual Bonuses included currently in the definition of Accrued Employment Entitlements) shall be governed by the terms of such planseffect.

Death or Disability. In the event of Executive's death, the Company and/or the Bank shall pay to Executive's designated beneficiary, or, if Executive has failed to designate a beneficiary, to his estate, an amount equal to the Executive's minimum annual base salary pursuant to Section 3 hereof. Payment shall be made in twelve equal installments. Such compensation shall be in lieu of any other benefits provided hereunder, except that (ai) The Company may terminate Executive’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) a change in control of the Company as defined herein, Executive's designated beneficiary or his estate, as the case may be, shall be entitled to receive (ithe benefits of Section 10(b) all Base Salary due to Executive through the date of terminationhereof, and (ii) any benefit payable pursuant to Section 3 shall be prorated and made available to Executive in respect of any period prior to his death. The Company or the actual bonusBank may maintain insurance on its behalf to satisfy in whole or in part the obligations of the Section 8. In the event of Executive's disability, as hereinafter defined, the Company and/or the Bank shall pay to Executive an amount equal to the difference, if any, he would have received in respect of between Executive's minimum annual base salary pursuant to Section 3 hereof and any payments which Executive is entitled to receive under the fiscal year in long-term disability insurance policy which his termination occurs, prorated by a fraction, the numerator of which is Company presently maintains for the number of days in such fiscal year prior to the date benefit of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid . Payments by the Company to or the Bank hereunder, if any, shall be made in equal installments as provided in Section 3 throughout what would otherwise be the remaining term of employment hereunder. Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue the disability benefits provided by this Section if, by reason by physical or mental impairment, he is incapable of performing his duties hereunder. Any dispute regarding the existence, the extent or the continuance of Executive's disability shall be resolved by the determination of a duly licensed and practicing physician selected by and mutually agreeable to participate in both the Company’s welfare benefit plans Board of Directors of the Bank and programs Executive; provided, however, if Executive officially establishes his eligibility to receive Social Security Disability benefits or is deemed disabled under the terms and conditions of the disability insurance policy carried on the same terms Executive by the Company or the Bank, he shall be deemed to be disabled as similarly situated actively-employed executives for a period of twelve (12) months from the date of such terminationprovided herein without further proof. Executive and/or Executive’s dependents shall thereafter make himself available for and submit to such examinations by said physician as may be entitled directed from time to time by the physician. Failure to submit to any continuation such examination shall constitute a material breach of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansthis Agreement.

Death or Disability. This Agreement will terminate automatically on Executive’s death. Any compensation or other amounts due to Executive for services rendered prior to his death shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate. If Executive is receiving Severance Benefits at the time of his death, Executive’s Base Salary shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate, for the balance of the Severance Period (aas defined in Section 9) The Company remaining at the time of Executive’s death. In addition, if, at the time of his death, Executive is receiving Severance Benefits including the continuation of health insurance benefits (as described in Section 9), and Executive’s surviving spouse is covered by a group health insurance policy through Rural/Metro at the time of Executive’s death, the health insurance coverage of Executive’s surviving spouse shall continue throughout the balance of the Severance Period. No other benefits shall be payable to Executive’s heirs pursuant to this Agreement, but amounts may terminate be payable pursuant to any life insurance or other benefit plans maintained by Rural/Metro. In the event Executive becomes “Disabled”, Executive’s employment hereunder due and Rural/Metro’s obligation to death or Disability (as defined below). If pay Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of termination, (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as less any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits amounts payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents pursuant to any long-term disability insurance policy paid for by Rural/Metro) shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve six (126) months from the date as of such termination. which Executive and/or Executive’s dependents shall thereafter be entitled is determined to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executivehave become Disabled, at which point, Executive’s participation under employment hereunder shall automatically cease and terminate. Executive shall be considered “Disabled” or to be suffering from a “Disability” for purposes of this paragraph 8 if Executive is unable, after any Equity Award reasonable accommodations required by the Americans with Disabilities Act or other incentive compensation plan applicable law, to perform the essential functions of his position because of a physical or mental impairment. In the absence of agreement between Rural/Metro and Executive as to whether Executive is Disabled or suffering from a Disability (other than Annual Bonuses included in and the definition date as of Accrued Employment Entitlementswhich Executive became Disabled) will be determined by a licensed physician selected by Rural/Metro. If a licensed physician selected by Executive disagrees with the determination of the physician selected by Rural/Metro, the two (2) physicians shall select a third (3rd) physician. The decision of the third (3rd) physician concerning Executive’s Disability then shall be governed by the terms of such plansbinding and conclusive on all interested parties.

Death or Disability. (a) The Company may terminate Executive’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of termination, ; (ii) the actual bonusAnnual Bonus, if any, he that Executive would have received in respect of the fiscal year of the Company in which his Executive’s termination of employment occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365365 days, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, ; (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation paybenefits, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), ; (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plans.

Death or Disability. (a) The Company may terminate If Executive’s employment hereunder due to is terminated because of death or Permanent Disability, Executive, in the case of Permanent Disability, or his surviving spouse (or his estate if Executive’s spouse does not survive him), in the case of Executive’s death, shall be entitled to: his pro rata Base Salary and pro rata Target Bonus through the date of termination for the year in which the termination occurs, plus a lump sum amount equal to the greater of: the remainder of the Base Salary that would have been earned by Executive under this Agreement between the time of his Death or Permanent Disability (as defined below)and the expiration of the then-current term of this Agreement, or 12 months of Base Salary plus his Target Bonus for the year of termination; and full acceleration of vesting for all stock, stock option and other equity awards. If Executive’s employment hereunder is terminated as a result because of death or Permanent Disability, Executive (or if a member of Executive’s estate family provides timely notice to the health plan administrator of Executive’s death or personal representative Permanent Disability, and if Executive’s family members who are covered by a health plan of the Company timely elect continued coverage under COBRA, the Company will reimburse such family members for the monthly COBRA cost of continued health coverage paid by such family members under the health plan of the Company pursuant to Section 4980B of the Code. Such reimbursements shall continue for the applicable period during which the family member is eligible for continued coverage under COBRA, but not in excess of 24 months. When COBRA coverage would otherwise end for the event of death) shall be entitled family member, the family member may elect to receive (i) all Base Salary due to Executive through extend the COBRA continuation coverage under the Company’s health plan until the date that is 24 months from Executive’s date of termination, (ii) provided that the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in Company’s health plan permits such fiscal year prior extension and such extension will not cause adverse tax consequences to the date of Company, Executive or Executive’s termination and family member or estate. These reimbursements will commence on the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable 60th day following the date of termination but not later than March 15 of and will be paid on the first calendar year following the year payroll date of such termination; providedeach month, provided that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date family member demonstrates proof of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms payment of the applicable benefit plan. At premium prior to the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansreimbursement payment date.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or termination of employment by reason of disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (ai) The Company may terminate the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 6 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 6 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of a medical doctor selected by the Executive (or the Social Security Administration, where applicable), and the Executive shall fully cooperate in connection with such determination. In the event that the Executive’s employment hereunder due to is terminated by reason of Executive’s death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of death disability, the Company shall pay the following to the Executive or Disability, Executive (or Executive’s estate or his personal representative in the event of death) shall be entitled to receive representative: (i) all any accrued but unpaid Base Salary due for services rendered to Executive through the date of termination, (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior accrued but unpaid expenses required to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal yearbe reimbursed under this Agreement, (iii) any previously vested Equity Awards earned but unpaid bonuses for any prior period and benefits, such as retirement benefits his bonus prorated to date of termination (to the extent the Compensation Committee has set a formula and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”it can be calculated), and (iv) a lump sum payment equal all equity awards previously granted to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At under the Company’s expense2017 Equity Incentive Plan (the “Plan”) or similar plan shall thereupon become fully vested (including any Target RSUs granted under Section 4(c) as a result of attainment of performance milestones (but not including any Target RSUs that are ungranted as a result of failure to attain the performance milestones) and Options granted under Section 4(d), and the Executive and/or Executive’s dependents or his legally appointed guardian, as the case may be, shall be entitled have up to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) 12 months from the date of termination to exercise all such terminationpreviously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive and/or Executive’s dependents (or his estate) shall thereafter be entitled to any continuation of receive the payments provided herein at such benefits provided under such benefit plans or by applicable law. Following the times as he would have received them if there was no death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansdisability.

Death or Disability. In the event of the Executive’s Death or Disability (a) The Company may terminate defined below), the Executive’s employment hereunder due shall immediately terminate. The Companies shall have no further liability or obligation to death the Executive under this Agreement or Disability (as defined below). If in connection with the Executive’s employment hereunder is terminated as a result of death or Disabilityhereunder, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive except for (i) all any accrued, unpaid Base Salary due to Executive through the date of termination, ; (ii) any accrued, unused Annual Vacation through the actual bonus, if any, he would have received in respect date of termination (excluding any Carryover Vacation); any payments or benefits provided under the terms and conditions of the fiscal year employee benefit plans of the Company in which his termination occursthe Executive is a participant on the date of termination, prorated by a fractionincluding, the numerator of which is Bonus Plan, the number of days in such fiscal year LTIP (or any awards granted thereunder) or the OTIP; (iv) any unreimbursed expenses properly incurred prior to the date of Executive’s termination; and (v), except in case of a termination by the Companies for Cause or resignation by the Executive without Good Reason, any Annual Bonus earned for the year prior to the year of termination but not yet paid as of the date of termination (collectively, the “Accrued Obligations”). The Accrued Obligations shall be payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following termination of employment. In addition, the denominator Company will pay the Executive or his estate a prorated Annual Bonus for the year of which is 365, termination payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall bonuses would otherwise be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At under the Company’s expenseAnnual Bonus Plan, subject to the achievement of applicable performance goals of the Company for the performance period. For purposes of this Agreement, “Disability” means the Executive and/or is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of his job for the Companies on a full-time basis for at least ninety (90) days in a calendar year, but in no event less than the period of time required for the Executive to qualify for long-term disability benefits under any long-term disability plan or policy maintained by the Companies for which the Executive is eligible. In the event the Executive disagrees with the Companies’ decision to terminate the Executive’s dependents employment due to his Disability, the Companies and the Executive shall be entitled select a mutually acceptable physician who shall examine the Executive to continue to participate in determine whether the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plans.is so disabled,

Death or Disability. (a) The Company may terminate If Executive’s employment hereunder due to is terminated because of death or Permanent Disability, Executive, in the case of Permanent Disability, or his surviving spouse (or to his estate if Executive’s spouse does not survive him), in the case of Executive’s death, shall be entitled to: his pro rata Base Salary and pro rata Target Bonus through the date of termination for the year in which the termination occurs, plus a lump sum amount equal to the greater of: the remainder of the Base Salary that would have been earned by Executive under this Agreement between the time of his Death or Permanent Disability (as defined below)and the expiration of the then-current term of this Agreement, or 12 months of Base Salary plus his Target Bonus for the year of termination; and full acceleration of vesting for all stock, stock option and other equity awards. If Executive’s employment hereunder is terminated as a result because of death or Permanent Disability, Executive (or if a member of Executive’s estate family provides timely notice to the health plan administrator of Executive’s death or personal representative Permanent Disability, and if Executive’s family members who are covered by a health plan of the Company timely elect continued coverage under COBRA, the Company will reimburse such family members for the monthly COBRA cost of continued health coverage paid by such family members under the health plan of the Company pursuant to Section 4980B of the Code. Such reimbursements shall continue for the applicable period during which the family member is eligible for continued coverage under COBRA, but not in excess of 24 months. When COBRA coverage would otherwise end for the event of death) shall be entitled family member, the family member may elect to receive (i) all Base Salary due to Executive through extend the COBRA continuation coverage under the Company’s health plan until the date that is 24 months from Executive’s date of termination, (ii) provided that the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in Company’s health plan permits such fiscal year prior extension and such extension will not cause adverse tax consequences to the date of Company, Executive or Executive’s termination and family member or estate. These reimbursements will commence on the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable 60th day following the date of termination but not later than March 15 of and will be paid on the first calendar year following the year payroll date of such termination; providedeach month, provided that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date family member demonstrates proof of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms payment of the applicable benefit plan. At premium prior to the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansreimbursement payment date.

Death or Disability. This Agreement will terminate automatically on Executive’s death. Any compensation or other amounts due to Executive for services rendered prior to his death shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate. If Executive is receiving Severance Benefits at the time of his death, the monetary portion of Executive’s Severance Benefits shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate, for the balance of the Benefit Period (a) The Company as defined in Section 8) remaining at the time of Executive’s death. In addition, if, at the time of his death, Executive is receiving Severance Benefits that include the continuation of health, medical, dental, vision or pharmaceutical insurance benefits (as described in Section 8), and Executive’s surviving spouse is covered by such health, medical, dental, vision or pharmaceutical insurance benefits through Rural/Metro at the time of Executive’s death, then such coverage of Executive’s surviving spouse shall continue throughout the balance of the Benefit Period. No other benefits shall be payable to Executive’s heirs pursuant to this Agreement, but amounts may terminate be payable pursuant to any life insurance or other benefit plans maintained by Rural/Metro. In the event Executive becomes “Disabled,” Executive’s employment hereunder due and Rural/Metro’s obligation to death or Disability (as defined below). If pay Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of termination, (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as less any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits amounts payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents pursuant to any long-term disability insurance policy paid for by Rural/Metro) shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve six (126) months from the date as of such termination. which Executive and/or Executive’s dependents shall thereafter be entitled is determined to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executivehave become Disabled, at which point, Executive’s participation under employment hereunder shall automatically cease and terminate. Executive shall be considered “Disabled” or to be suffering from a “Disability” for purposes of this Section 7 if Executive is unable, after any Equity Award reasonable accommodations required by the Americans with Disabilities Act or other incentive compensation plan applicable law, to perform the essential functions of his position because of a physical or mental impairment. In the absence of agreement between Rural/Metro and Executive as to whether Executive is Disabled or suffering from a Disability (other than Annual Bonuses included in and the definition date as of Accrued Employment Entitlementswhich Executive became Disabled), such determinations shall be made by a licensed physician selected by Rural/Metro. If a licensed physician selected by Executive disagrees with the determination of the physician selected by Rural/Metro, the two physicians shall select a third physician. The decision of the third physician concerning whether Executive is Disabled or suffering from a Disability (and the date as of which Executive became Disabled) shall be governed by the terms of such plansbinding and conclusive on all interested parties.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (ai) The Company may terminate the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment hereunder due to is terminated by reason of Executive’s death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of death disability, the Company shall pay the following to the Executive or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive his legally appointed representative: (i) all any accrued but unpaid Base Salary due to Executive for services rendered through the date of termination, (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior accrued but unpaid expenses required to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal yearbe reimbursed under this Agreement, (iii) any previously vested Equity Awards earned but unpaid bonuses and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”)commissions, (iv) compensation for any accrued but unused paid time off; (v) a lump sum payment equal to twelve (12) months of $100,000 as long as the Company has at least $1 million in cash following the payment paid in cash via electronic funds transfer or wire into either the Executive’s full Base Salarybank account or the designated, which surviving relative of the Executive within 10 business days of the death or disability event (vi) all equity awards previously granted to the Executive under the Plan or similar plan shall be payable thereupon become fully vested, and the Executive or his legally appointed representative, as soon as practicable following the case may be, shall have up to two years from the date of termination but not later than March 15 of the first calendar year following the year of such termination; providedto exercise all previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company, as the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company may be, for one year, subject to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of any applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the applicable benefit planCode by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. At In the Company’s expenseevent all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive and/or Executive’s dependents shall not be entitled to continue the benefits that are subject to participate in Section 409A of the Company’s welfare benefit plans and programs on Code subsequent to the same terms “applicable 2½ month period” (as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided term is defined under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansTreasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. (a) The Company may terminate ExecutiveIf Employee’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result by reason of Employee’s death or Disability, Executive (the Company shall pay to Employee or ExecutiveEmployee’s estate or personal representative in the event of death) shall be entitled to receive legal representatives (i) all within 60 days after the Employee’s Date of Termination, a lump sum in cash equal to the sum of Employee’s Annual Base Salary due to Executive through the date Date of termination, Termination to the extent not previously paid and any compensation previously deferred by Employee (together with any accrued interest or earnings thereon) (the “Accrued Obligations”); (ii) the actual bonusamount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid, if any, he would have received in respect which amount shall be paid at such time as the Company pays other executives of the fiscal Company annual bonuses for the prior calendar year (but in no event later than the fifteenth business day after the Company publicly announces its earnings for such calendar year in a press release); (iii) without duplication of any amount payable pursuant to clause (ii) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which his termination occurs, prorated by a fraction, Employee’s Date of Termination occurs (but in no event later than the numerator of which is fifteenth business day after the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets Company publicly announces its earnings for such fiscal year, calendar year in a press release); (iiiiv) any previously vested Equity Awards and benefitsamounts arising from Employee’s participation in, such as retirement or benefits and vacation payunder, any Investment Plan (the “Accrued Investments”), which amounts shall be paid in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year and conditions of such terminationInvestment Plan; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any amounts to which Employee or Employee’s spouse, beneficiaries or estate are entitled from Employee’s participation in, or benefits payable to Executive or Executive’s beneficiariesunder, as applicableany Welfare Plan (“Accrued Welfare Benefits”), which amounts shall be paid in accordance with the terms and conditions of the applicable benefit plansuch Welfare Plan. At the Company’s expenseExcept as described in this Section 5(a), Executive and/or Executive’s dependents shall be entitled to continue to participate in the Companyevent of Employee’s welfare benefit plans termination by reason of Employee’s death or Disability, Employee and programs on the same terms Employee’s legal representatives, as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents applicable, shall thereafter be entitled forfeit all rights to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such planscompensation.

Death or Disability. The Employment Term shall terminate automatically upon the death of Executive. The Employment Term and employment shall also terminate upon the "Disability" of Executive provided Employer shall have given Executive written notice of such termination not less than thirty (a30) The Company may terminate Executive’s employment hereunder due days prior to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of termination. "Disability" shall mean a physical or mental disability of Executive which has continued, or is reasonably likely to continue, for a period of at least four (ii4) consecutive months and that has prevented, or would prevent Executive from performing his essential functions of his position (even with a reasonable accommodation that is not an undue hardship) under this Agreement during such period. Such disability shall be determined by Executive's regular physician or two physicians selected by the actual Board of Directors. Upon termination because of death or disability, Executive shall not be entitled to any additional Base Salary, bonus, or other compensation or benefits after the date of such termination except as provided in the next sentence. If Executive is terminated because of death or disability on or after January 1, but before the payment of the annual bonus for the fiscal year ending in March of that calendar year, Executive shall receive a pro rata annual bonus based on the number of months the Executive was employed in that fiscal year; provided, however, that no such bonus shall be paid if no other Executive Vice President receives the annual bonus for that fiscal year. That amount of the bonus for the Executive shall be based on Executive's maximum target annual bonus. The payment of the annual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable shall be made at the same time as any Annual Bonus payments are made to the other similarly situated active executives pursuant to the terms of Employer receive their bonus payments, but in no event later than July 15 of the Annual Bonus Plan and subject to satisfaction year of the performance targets for such fiscal year, (iii) termination. Termination by Employer Without Cause or Termination of Employment By Non-Renewal. Employer shall be entitled to terminate Executive's employment without "Cause" at any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms time during Executive's employment. Written notice of the plan or agreement pursuant to which such Equity Awards or benefits were granted termination without Cause shall be delivered to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which and shall be payable as soon as practicable following specify the date of termination but not later than March 15 termination. At the time of the first calendar year following termination, Executive shall receive payment of the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, the termination and (v) any benefits payable to Executive or Executive’s beneficiaries, accrued vacation. Except as applicable, provided in accordance with the terms of the applicable benefit plan. At the Company’s expensethis Section 4.1(b), Executive and/or Executive’s dependents shall not be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from any Base Salary, bonus, or other compensation or benefits after the date of such termination. If Employer terminates the employment relationship and this Agreement without Cause, or if Employer decides not to renew this Agreement and thereby terminates Executive's employment, Executive and/or shall receive the following after execution of the standard form of Severance Agreement and Release: i) a Lump Sum Payment equal to Twenty four months Base Salary, and ii) if Executive is terminated on or after January 1, but before the payment of the annual bonus for the fiscal year ending in March of that calendar year, Executive shall receive a pro rata annual bonus based on the number of months the Executive was employed in that fiscal year; provided, however, that such bonus shall be paid only if at least one Executive Vice President receives an annual bonus for that fiscal year. That amount of the bonus for the Executive shall be based on Executive’s dependents 's maximum target annual bonus. The Lump Sum Payment shall thereafter be entitled paid to any continuation Executive within 60 days of the date of the termination. The payment of the annual bonus, if any, shall be made at the same time as the other executives of Employer receive their bonus payments, but in no event later than July 15 of the year of the termination. Additionally, in the event Executive elects to continue his medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and remains eligible for coverage under COBRA, Employer will pay directly to the insurance carriers the full cost of Executive's monthly COBRA premium for medical and dental coverage for the first eighteen months of such benefits provided coverage in accordance with the COBRA regulations. The aggregate amount paid under such benefit plans or by applicable law. Following the death or Disability preceding sentences is referred to herein as the "Severance Amount." Payment of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) Severance Amount shall be governed in lieu of all other claims, damages or liabilities Executive might otherwise assert against Employer, including, without limitation, those for breach of this Agreement or for discrimination. The Severance Amount shall be paid as severance and only upon execution, without revocation, by Executive of Employer's standard form of Severance Agreement and Release within 30 days following such termination. If Executive fails to execute the terms release within 30 days and/or revokes such release, then Executive shall not receive any Severance Amount. The Severance Agreement and Release will require Executive to release all claims against Employer and its Executives in order to receive the Severance Amount. The amount of such plansthe Severance Amount is subject to an increase pursuant to the provisions of Section 5 Change in Control.

Death or Disability. (a) The Company may terminate In the event of the Executive’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of 's death or Disability, the Executive (or Executive’s his estate or personal representative in the event of deathrepresentative) shall be entitled to receive within thirty (30) days following termination (i) all compensation and benefits accrued to the "Date of Termination" as defined below, (ii) a lump sum amount equal to the lesser of (A) two times the Applicable Base Salary due to Executive in effect on termination of employment, or (B) the Applicable Base Salary which would otherwise be paid through the end of the Term (calculated, if such termination occurs during the Extended Duties Term, as though the Extended Duties Term lasts through the end of the Term), and (iii) target Bonus for the year of termination (calculated as if the Executive had remained in employment through the end of the applicable Bonus Year) pro-rated to reflect the number of days of employment during the year. In addition, (i) the Executive, or if applicable under the particular benefit elected as provided above, the Executive's Spouse or the Executive's estate, shall be entitled to a retirement benefit, calculated as of the date immediately preceding the Date of terminationTermination, commencing on the earlier of (A) the Executive's death, (B) the Retirement Benefit Commencement Date, (C) the date that is six (6) months following the date the Executive "separates from service" (as defined for purposes of Section 409A of the Code), or (D) the Executive's "disability" (as defined for purposes of Section 409A of the Code), in an amount equal to the Normal Retirement Benefit (determined as if the Executive had terminated his employment on the immediately preceding such death or Disability and without actuarial adjustment on account of any accelerated commencement), (ii) the actual bonus, if any, he would have received in respect Executive and/or his Spouse shall be entitled to the immediate commencement of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal yearInsurance Benefits, (iii) any previously unvested (or unexercisable) stock options or unvested shares of restricted stock shall become immediately vested Equity Awards (and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”exercisable), (iv) a lump sum payment equal all Options shall continue to twelve be exercisable for the remainder of their original term, (12v) months of Executive’s full Base Salary, which any other stock options shall continue to be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar exercisable for one (1) year following the year Date of such termination; providedTermination, that and (vi) in the case of Disability such payment shall be offset by the amount of Base Salary paid by Disability, the Company to Executive or Executive’s personal representative from shall maintain at its expense the date on which Executive was first unable substantially to perform Executive’s duties through Life Insurance Policy for the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms remainder of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plans's life.

Death or Disability. In the event of termination pursuant to Section 7(e), compensation provided for in this Agreement (aincluding Base Compensation) The Company may terminate shall continue to be paid, and Executive shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in Section 4 and Section 5 and in a manner consistent with the applicable terms of the governing plan documents (i) in the event of Executive’s employment hereunder due death, through the date of death, or (ii) in the event of Executive’s disability, through the date of termination pursuant to death or Disability (as defined belowSection 7(e). If Executive’s employment hereunder is terminated Benefits, if any, payable under insurance, health, retirement, incentive, and bonus plans as a result of death or Disability, Executive (or Executive’s estate or personal representative participation in such plans through such date shall be paid when due under those plans. In the event of death) shall be entitled to receive (i) all Base Salary Executive’s employment is terminated due to Executive through the date of termination, (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year disability prior to the date of Executive’s termination and Executive is eligible to receive disability benefits under the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the long-term disability plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset sponsored by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expenseINBK, Executive and/or Executive’s dependents shall be entitled to continue to participate receive from Bank her Base Compensation at the rate in effect on the date of termination until the earlier of (A) the date Executive is eligible to begin receiving disability benefits under the long-term incentive plan sponsored by INBK, or (B) the date six (6) months following termination of employment. Payment of such amount shall be made in bi-weekly installments in the Companysame sequence of bi-weekly payments as followed by Bank for the payment of salary. In the event of Executive’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives death, INBK will pay to Executive’s spouse for a period of twelve (12) months from on a monthly basis an amount not exceeding the date of such termination. Executive and/or total monthly cost based on Bank’s health insurance premium and the coverage election made by Executive, which Executive’s dependents shall thereafter be spouse can use to pay for health insurance coverage, whether through COBRA, an ACA marketplace plan coverage, or other healthcare insurance (collectively, the “Spouse Health Insurance Payment”). Notwithstanding anything to the contrary herein, should Executive’s spouse become entitled to receive health insurance from another source during any continuation of such benefits provided under such benefit plans or by applicable law. Following time period in which INBK is Exhibit 10.2 otherwise obligated to pay the death or Disability of ExecutiveSpouse Health Insurance Payment, Executivethen INBK’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in obligation to continue the definition of Accrued Employment Entitlements) Spouse Health Insurance Payments shall be governed by the terms of such plansterminate immediately.

Death or Disability. (a) The Company may terminate Executive’s employment hereunder due shall automatically terminate upon the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to death perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or Disability (a total of 120 days out of 365 consecutive days as defined below)a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment hereunder is terminated as a result of by the Company due to Executive’s death or Disability, Executive then (or i) Executive, or, upon death, to Executive’s estate designated beneficiary or personal representative in the event of death) estate, as applicable, shall be entitled eligible to receive (iA) all Base Salary due any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to Executive through the date of termination, such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the actual bonus, if any, he would have received Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days in such fiscal year prior to following the date of Executive’s termination of employment; and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iiiii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salarycontinued compliance with all continuing obligations under this Agreement, which shall be payable as soon as practicable following the date of termination including but not later than March 15 of the first calendar year following the year of such termination; providedlimited to those set forth in Section 5. Thereafter, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or and Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive designated beneficiary or Executive’s beneficiariesExhibit 10.6 estate, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to not have any continuation of such benefits provided other rights or claims under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansthis Agreement.

Death or Disability. (a) The Company may terminate Executive’s 's employment for disability in the event Executive has been unable to perform her material duties hereunder due to for six (6) consecutive months because of physical or mental incapacity by giving Executive notice of such termination while such continuing incapacity continues (a "Disability Termination"). Executive's employment shall automatically terminate on Executive's death. In the event Executive's employment with the Company terminates during the Employment Term by reason of Executive's death or a Disability Termination, then upon the date of such termination (i) any forfeiture provision of any Restricted Stock or Restricted Units shall lapse and Executive shall be fully vested in such Restricted Stock and Restricted Units, (ii) the Stock Option and all other stock option or equity grants to Executive shall vest in full so as defined below). If Executive’s employment hereunder is terminated as a result of death or Disabilityto become fully exercisable, (iii) the Company shall promptly pay and provide Executive (or Executive’s estate or personal representative in the event of Executive's death, Executive's estate) shall be entitled to receive (iA) all any unpaid Base Salary due through the date of termination and any accrued vacation, (B) any unpaid bonus accrued with respect to Executive through the fiscal year ending on or preceding the date of termination, (iiC) reimbursement for any unreimbursed expenses incurred through the date of termination and (D) all other payments, benefits or fringe benefits to which Executive may be entitled subject to and in accordance with, the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant and amounts which may become due under Sections 6, 9 and 10 hereof (collectively, items under (iii) are referred to as "Accrued Benefits"), (iv) the actual bonusCompany shall pay the Guaranteed 1999 Bonus and the Guaranteed 2000 Bonus to the extent not previously paid or paid under (v) below and (v) the Company shall pay to Executive at the time other senior executives are paid under any Variable Pay Plan or cash bonus or long term incentive plan, if any, he a pro- rata bonus equal to the amount Executive would have received in respect of the fiscal year in which his termination occurs, prorated by if employment continued (without any discretionary cutback) multiplied a fraction, fraction where the numerator of which is the number of days in such fiscal year each respective bonus period prior to the date of Executive’s 's termination and the denominator is the number of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that days in the case of Disability such payment shall be offset by bonus period (the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plans"Prorated Bonus").

Death or Disability. (a) The Company may terminate Executive’s employment hereunder due to shall immediately terminate on the date of his death or Disability upon ten (as defined below)10) days’ prior written notice by the Company for Disability. If Termination of Executive’s employment hereunder based on “Disability” shall mean termination because Executive is terminated as unable due to a result physical or mental condition to perform the essential functions of his position with or without reasonable accommodation for 180 days 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. Upon Executive’s termination due to death or Disability, Executive (or Executive’s his estate or personal representative legal representative, if applicable) shall be entitled to the following payments and benefits: (i) any unpaid Base Salary through the date of termination any accrued but unused vacation time paid on the Company’s next regular payroll date, or earlier if required by law; (ii) reimbursement for any unreimbursed, reasonable, documented business expenses incurred through the date of termination and in accordance with Company policy, payable within thirty (30) days following such termination of employment, (iii) all other vested payments, benefits or fringe benefits to which Executive is entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant (collectively, Sections 6(a)(i), 6(a)(ii) and 6(a)(iii) shall be hereafter referred to as the “Accrued Benefits”) and (iii) subject to Executive’s, or, in the event of death) shall be entitled , Executive’s personal representative’s compliance with the obligations in Sections 7, 8, and 9 hereof, an amount equal to receive (i) all Base Salary due to Executive through the date of termination, (ii) the actual bonus, if any, he would have received in respect average of the fiscal annual full-year cash bonuses Executive received from the Company for the three (3) completed calendar years prior to termination (or fewer full year periods if the employment term is less than three (3) years, pro rated for the portion of the year in which his such termination occurs, prorated by a fraction, occurred (the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment EntitlementsPro Rata Average Bonus”), (iv) a lump sum payment equal subject to standard payroll deductions and withholdings, payable in twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable equal monthly installments following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such first payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs made on the same terms as similarly situated actively-employed executives for a first payroll period after the sixtieth (60th) day following such termination and shall include payment of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter any amounts that would otherwise be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansdue prior thereto.

Death or Disability. (a) The Company may terminate ExecutiveIf Employee’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result by reason of Employee’s death or Disability, Executive (the Company shall pay to Employee or ExecutiveEmployee’s estate or personal representative in the event of death) shall be entitled to receive legal representatives (i) all within 30 days after the later to occur of the Date of Termination or the effective date of the Release, a lump sum in cash equal to the sum of Employee’s Annual Base Salary due to Executive through the date Date of termination, Termination to the extent not previously paid and any compensation previously deferred by Employee (together with any accrued interest or earnings thereon) (the “Accrued Obligations”); (ii) the actual bonusamount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid, if any, he would have received in respect which amount shall be paid at such time as the Company pays other executives of the fiscal Company annual bonuses for the prior calendar year (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year in a press release); (iii) without duplication of any amount payable pursuant to clause (ii) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which his termination occurs, prorated by a fraction, Employee’s Date of Termination occurs (but in no event later than the numerator of which is fifth business day after the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets Company publicly announces its earnings for such fiscal year, calendar year in a press release); (iiiiv) any previously vested Equity Awards and benefitsamounts arising from Employee’s participation in, such as retirement or benefits and vacation payunder, any Investment Plan (the “Accrued Investments”), which amounts shall be paid in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year and conditions of such terminationInvestment Plan; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any amounts to which Employee or Employee’s spouse, beneficiaries or estate are entitled from Employee’s participation in, or benefits payable to Executive or Executive’s beneficiariesunder, as applicableany Welfare Plan (“Accrued Welfare Benefits”), which amounts shall be paid in accordance with the terms and conditions of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate such Welfare Plan; and (vi) solely in the Companycase of Employee’s welfare benefit plans and programs on the same terms as similarly situated activelydeath, six consecutive bi-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plans.weekly payments equal to

Death or Disability. (a) The Company may terminate Executive’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result by reason of death Executive’s Death or Disability, this Agreement shall terminate without further obligations to Executive or her legal representatives under this Agreement, other than for (or A) payment of (1) Executive’s estate or personal representative in the event of death) shall be entitled to receive (i) all Annual Base Salary due and any accrued but unused vacation through the date of termination to Executive the extent not theretofore paid and reimbursement for any unreimbursed business expenses incurred through the date of termination, payable within 30 days of the effective date of termination; (ii2) any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) payable pursuant to, and at such times as provided for by, such deferred compensation plan, program or policy; and (3) any payments, benefits or fringe benefits to which Executive shall be entitled under the actual bonusterms of any applicable compensation arrangement or benefit, if anyequity or fringe benefit plan or program or grant or this Agreement, he payable at such times as provided for by such plan, program or grant (the payments and benefits described clauses (1), (2) and (3) shall be hereinafter referred to as the “Accrued Obligations”); (B) any Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination, payable at the time such Annual Bonus would have received in respect been paid if Executive was still employed with the Company; and (C) payment on the next Annual Bonus payment date immediately following the end of the fiscal year in which his termination occursof the effective date of termination, prorated by payable at the time such Annual Bonus would have been paid if Executive was still employed with the Company, of a fraction, pro rata share (determined on the numerator basis of which is the number of days in such during which Executive was employed by the Company during the applicable fiscal year prior to the effective date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms termination) of the Annual Bonus Plan that would otherwise have been earned based on actual performance and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement be payable pursuant to which such Equity Awards or benefits were granted Section 3(b) hereof had Executive continued to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid employed by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansBonus payment date.

Death or Disability. (a) The Company may terminate Executive’s employment hereunder due under this Agreement and the Term of Employment will be terminated immediately upon the death of the Executive or upon written notice given by the Company to death the Executive in the event that the Executive has, because of any illness, injury, accident or Disability (as defined below). If condition of either a physical or psychological nature, been unable to perform substantially all of the Executive’s employment hereunder duties and responsibilities for one hundred eight (180) consecutive calendar days (a “Disability Termination”); provided, that the Executive is terminated still “disabled” (in accordance with the definition herein) on the date such notice is given; and provided, further, however, if prior to such notice, the Executive incurs a “separation from service” within the meaning of Treas. Reg. 1-409A-1(h) (“Separation from Service”) as a result of death illness, injury, accident or Disabilitycondition, Executive such date shall be the date of the Disability Termination. In addition to the other amounts expressly provided herein, (or Executive’s estate or personal representative A) in the event of death) shall be entitled the Executive’s death during the Term of Employment the Company will pay to receive (i) all the Executive’s estate an amount equal to the Base Salary due to Executive through for the remainder of the full Term of Employment and the amount of any benefit payable under any individual or group life insurance policy maintained by the Company for the benefit of the Executive, with such amount being paid in a lump sum sixty (60) days after the date of terminationthe Executive’s death, and (iiB) in the actual bonus, if any, he would have received in respect event of a Disability Termination an amount equal to the difference between the Base Salary for the remainder of the fiscal full Term of Employment and the projected amount of any benefit payable under any disability insurance policy maintained by the Company for the benefit of the Executive assuming that the Executive remained disabled for the remainder of the full Term of Employment, with such amount being paid in a lump sum sixty (60) days after the date of the Disability Termination, plus (C) in the case of both (A) and (B), a pro rata bonus for the year in which his such termination occurs, prorated of employment occurs equal to the total value of the bonus (i.e. cash portion plus equity portion) paid or payable to the Executive for the year prior to the year of termination multiplied by a fraction, the numerator ratio of which is the number of days the Executive was employed during the year of termination divided by 365 and paid in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable cash at the same time as any Annual Bonus payments are made such annual bonus would have been paid if the Executive continued to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid employed by the Company to Executive (or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiariesif applicable, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive deferred compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansplan).

Death or Disability. (a) The Company may terminate Executive’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of termination, ; (ii) the actual bonusAnnual Bonus, if any, he that Executive would have received in respect of the fiscal year of the Company in which his Executive’s termination of employment occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365365 days, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, ; (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation paybenefits, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), ; (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the calendar year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, ; and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plans.

Death or Disability. (a) The Company may terminate In the event of the Executive’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of 's death or Disability, the Executive (or Executive’s his estate or personal representative in the event of deathrepresentative) shall be entitled to receive within thirty (30) days following termination (i) all compensation and benefits accrued to the "Date of Termination" as defined below, (ii) a lump sum amount equal to the lesser of (A) two times the Applicable Base Salary due to Executive in effect on termination of employment, or (B) the Applicable Base Salary which would otherwise be paid through the end of the Term (calculated, if such termination occurs during the Extended Duties Term, as though the Extended Duties Term lasts through the end of the Term), and (iii) target Bonus for the year of termination (calculated as if the Executive had remained in employment through the end of the applicable Bonus Year) pro-rated to reflect the number of days of employment during the year. In addition, (i) the Executive, or if applicable under the particular benefit elected as provided above, the Executive's Spouse or the Executive's estate, shall be entitled to a retirement benefit, calculated as of the date immediately preceding the Date of terminationTermination, commencing on the earlier of (A) the Executive's death, (B) the Retirement Benefit Commencement Date, (C) the date that is six (6) months following the date the Executive "separates from service" (as defined for purposes of Section 409A of the Code), or (D) the Executive's "disability" (as defined for purposes of Section 409A of the Code), in an amount equal to the Normal Retirement Benefit (determined as if the Executive had terminated his employment on the immediately preceding such death or Disability and without actuarial adjustment on account of any accelerated commencement), (ii) the actual bonus, if any, he would have received in respect Executive and/or his Spouse shall be entitled to the immediate commencement of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal yearInsurance Benefits, (iii) any previously unvested (or unexercisable) stock options or unvested shares of restricted stock shall become immediately vested Equity Awards (and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”exercisable), (iv) a lump sum payment equal all Options shall continue to twelve (12) months be exercisable for the remainder of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such terminationtheir original term, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents other stock options shall be entitled to continue to participate in be exercisable for one (1) year following the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period Date of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansTermination.

Death or Disability. In the event of Executive's death, the Company shall pay to Executive's designated beneficiary, or, if Executive has failed to designate a beneficiary, to his estate, an amount equal to the Executive's minimum annual base salary pursuant to Section 3 hereof. Payment shall be made in twelve equal installments. Such compensation shall be in lieu of any other benefits provided hereunder, except that (ai) The Company may terminate Executive’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) a change in control of the Company as defined herein, Executive's designated beneficiary or his estate, as the case may be, shall be entitled to receive (ithe benefits of Section 10(b) all Base Salary due to Executive through the date of terminationhereof, and (ii) any benefit payable pursuant to Section 3 shall be prorated and made available to Executive in respect of any period prior to his death. The Company may maintain insurance on its behalf to satisfy in whole or in part the actual bonusobligations of the Section 8. In the event of Executive's disability, as hereinafter defined, the Company shall pay to Executive an amount equal to the difference, if any, he would have received in respect of between Executive's minimum annual base salary pursuant to Section 3 hereof and any payments which Executive is entitled to receive under the fiscal year in long-term disability insurance policy which his termination occurs, prorated by a fraction, the numerator of which is Company presently maintains for the number of days in such fiscal year prior to the date benefit of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid . Payments by the Company to hereunder, if any, shall be made in equal installments as provided in Section 3 throughout what would otherwise be the remaining term of employment hereunder. Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue the disability benefits provided by this Section if, by reason of physical or mental impairment, he is incapable of performing his duties hereunder. Any dispute regarding the existence, the extent or the continuance of Executive's disability shall be resolved by the determination of a duly licensed and practicing physician selected by and mutually agreeable to participate in the Board of Directors of the Bank and Executive; provided, however, if Executive officially establishes his eligibility to receive Social Security Disability benefits or is deemed disabled under the terms and conditions of the disability insurance policy carried on the Executive by the Company’s welfare benefit plans and programs on the same terms , he shall be deemed to be disabled as similarly situated actively-employed executives for a period of twelve (12) months from the date of such terminationprovided herein without further proof. Executive and/or Executive’s dependents shall thereafter make himself available for and submit to such examinations by said physician as may be entitled directed from time to time by the physician. Failure to submit to any continuation such examination shall constitute a material breach of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansthis Agreement.

Death or Disability. (a) The Company may terminate Executive’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of termination, ; (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, ; (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”Entitlements “), ; (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, ; and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plans.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (ai) The Company may terminate the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment hereunder due to is terminated by reason of Executive’s death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of death disability, the Company shall pay the following to the Executive or Disability, Executive (or Executive’s estate or his personal representative in the event of death) shall be entitled to receive representative: (i) all any accrued but unpaid Base Salary due for services rendered to Executive through the date of termination, (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior an amount equal to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal yearone (1) times Base Salary, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant accrued but unpaid expenses required to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”)be reimbursed under this Agreement, (iv) a lump sum payment equal any earned but unpaid bonuses for any prior period and his annual bonus prorated to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of (to the first calendar year following extent the year of such termination; provided, that in the case of Disability such payment shall Compensation Committee has set a formula and it can be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such terminationcalculated), and (v) any benefits payable all RSUs, warrants and other equity awards previously granted to the Executive under this Agreement or the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or Executive’s beneficiarieshis legally appointed guardian, as applicablethe case may be, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled have up to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months one year from the date of termination to exercise all such terminationpreviously granted warrants, options and SARs, provided that in no event shall any warrant, option or SAR be exercisable beyond its term. The Executive and/or (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s dependents shall thereafter employment is terminated because of disability, any benefits (except perquisites) to which the Executive may be entitled pursuant to any continuation of such benefits Section 5(b) hereof shall continue to be paid or provided under such benefit plans or by applicable law. Following the death or Disability of ExecutiveCompany, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in as the definition of Accrued Employment Entitlements) shall be governed by case may be, for one year, subject to the terms of such plansany applicable plan or insurance contract and applicable law.

Death or Disability. The Employment Term shall automatically terminate upon the death or the “Disability” of the Executive. For purposes of this Agreement, “Disability” means disability as defined under Section 409A of the Internal Revenue Code of 1986 as amended and the regulations thereunder (a) The Company may terminate “Code”). In the event of the termination of the Executive’s employment hereunder with the Company due to his death or Disability (as defined below). If prior to the end of the Employment Term, the Executive, the Executive’s employment hereunder is terminated as a result of death or Disabilitysurviving spouse, Executive (or the Executive’s estate conservator or personal representative in guardian, or the event of death) Executive’s estate, as the case may be, shall be entitled only to receive (i) all any earned but unpaid Base Salary due to Executive through the date of terminationSalary, (ii) the actual bonus, if any, he would have received in respect payment of a pro-rated amount of the bonus described in Section 4(b) for the Company’s 2008 fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination extent earned but unpaid, and the denominator of which is 365, payable at the same time as any Annual Bonus payments bonuses are made paid to other similarly situated active senior executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal yearCompany, (iii) the right to any previously vested Equity Awards and benefitspayments or shares as provided under the terms of any long-term or other equity incentive plan for any awards granted prior to the Employment Term, such as retirement (iv) any short-term or long-term disability benefits and vacation pay, under any Company-sponsored disability plans in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”)plans, (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any vested benefits payable to Executive owed under any Company-sponsored pension or Executive’s beneficiaries, as applicable, retirement plans in accordance with the terms of such plans; (vi) any benefits payable to a surviving spouse or beneficiary, as the applicable case may be, under any Company-sponsored life insurance or death benefit plan; and (vii) payment of the Quarterly Payments. At In the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period event of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of the Executive after the end of the Employment Term, the Executive, the Executive’s participation surviving spouse, the Executive’s conservator or guardian, or the Executive’s estate, as the case may be, shall be entitled to receive only (i) any earned but unpaid Base Salary, (ii) payment of a pro-rated amount of the bonus described in Section 4(b) for the Company’s 2008 fiscal year to the extent earned but unpaid, and payable at the time bonuses are paid to other senior executives of the Company, (iii) any vested benefits owed under any Equity Award Company-sponsored pension or other incentive compensation plan (other than Annual Bonuses included retirement plans in the definition of Accrued Employment Entitlements) shall be governed by accordance with the terms of such plans; and (iv) payment of the Quarterly Payments.

Death or Disability. (a) The Company may terminate If the Executive’s 's employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result by reason of the Executive's death or Disability, Executive (or the Company shall have no further obligations to the Executive’s estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of termination, (ii) the actual bonus, if any, he would have received in respect 's legal representatives under this Agreement other than payment of the Accrued Obligations. If the Executive's employment is terminated by reason of the Executive's death or Disability, the Company shall have the additional obligation, subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year in which his termination occursyear, prorated by to pay a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days in such elapsed since the date the Incentive Plan began for the applicable fiscal year prior to through the date of the Disability or the date of death of the Executive’s termination , and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms total number of days of the Annual Bonus Plan and subject to satisfaction of the performance targets applicable fiscal year for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with Incentive Plan. Unless otherwise directed by the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”)or, (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability the Incentive Plan or a Qualified Plan, as may be required by such payment Incentive Plan or Qualified Plan) all Accrued Obligations shall be offset by paid to the amount of Base Salary paid by the Company to Executive Executive, his beneficiaries or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiarieshis estate, as applicable, in accordance with the terms a lump sum in cash within thirty (30) days of the applicable benefit planDate of Termination. At In the Company’s expenseevent of the termination of the Executive by reason of death or Disability, Executive he and/or Executive’s dependents his named beneficiaries, as the case may be, shall be entitled to continue to participate in the Company’s welfare benefit benefits available through the Company sponsored plans and programs programs. With regard to the termination of the Executive's employment by reason of the Executive's death, retirement on or after the same terms as similarly situated activelyattainment of age of sixty-employed executives five (65) or Disability, the Company shall, for a period of twelve (12) months from after the date Executive's Date of such terminationTermination, pay the entire COBRA premium under any Company medical and dental program that the Executive (and his spouse and eligible dependents) was participating in prior to the termination of employment. The Company's premium obligations in the preceding sentence shall exclude normal employee contributions paid by the Executive and/or prior to the Date of Termination. In addition to the foregoing, in the event of termination of the Executive’s dependents shall thereafter be entitled to any continuation 's employment by reason of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of the Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed all unvested stock options held by the terms Executive shall become fully vested, effective on the Date of such plansTermination, and shall thereafter be exercisable in accordance with the provisions of the applicable Option Plan (including, without limitation, Sections 5 and 6 thereof) and Option Agreement.

Death or Disability. (a) The If the Company may terminate terminates Executive’s employment hereunder due to other than as a result of Executive’s death or Disability and other than for Cause (including by providing a Notice of Nonrenewal to Executive) or if Executive terminates Executive’s employment for Good Reason, then conditioned upon Executive executing a Release (as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability) following such termination, the Company shall the Company will provide to Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive following separation benefits: (i) all the Company will continue to pay to Executive his Base Salary due to Executive through the date for a period of terminationtwenty-four (24) months, (ii) an amount equal to two (2) times the actual bonustarget bonus for the year of termination (not less than 100% of Base Salary), (iii) if Executive timely elects continued health insurance coverage under COBRA, the Company shall pay the entire premium necessary to continue such coverage for Executive and Executive’s eligible dependents until the conclusion of the time when Executive is receiving continuation of Base Salary payments or until Executive becomes eligible for group health insurance coverage under another employer’s plan, whichever occurs first, provided however that the Company has the right to terminate such payment of COBRA premiums on behalf of Executive and instead pay Executive a lump sum amount equal to the COBRA premium times the number of months remaining in the specified period if the Company determines in its discretion that continued payment of the COBRA premiums is or may be discriminatory under Section 105(h) of the Code, and (iv) the Company will provide such other or additional benefits, if any, he would have received in respect as may be provided under applicable employee benefit plans, programs and/or arrangements of the fiscal year Company. The separation benefits set forth above are conditioned upon Executive executing a release of claims against the Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior form acceptable to the date of Executive’s termination and Company (the denominator of “Release”) within the time specified therein, which Release is 365, not revoked within any time period allowed for revocation under applicable law. The salary continuation described in Section 8(a)(i) above will be payable at the same to Executive over time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of Company’s payroll practices and procedures beginning on the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive sixtieth (items (i60th) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months day following the termination of Executive’s full Base Salaryemployment with the Company, which shall be payable as soon as practicable following provided that the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicableCompany, in accordance with its sole discretion, may begin the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such planspayments earlier.

Death or Disability. (a) The Company may terminate If the Executive’s employment hereunder due to is terminated by reason of the Executive’s death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of death during the Employment Period, the Company shall pay the Accrued Obligations to the Executive or Disability, Executive (or the Executive’s estate or personal representative legal representative, as applicable, in a lump sum in cash within 30 days after the Date of Termination. In addition, in the event case of death) shall be entitled , the Company will pay a benefit equal to receive (i) all Base Salary due to Executive through the date present value of termination, (iix) the actual bonus, if any, he Executive’s then current salary for two years and (y) a bonus equal to one-half of such salary for such two-year period (assuming such bonus would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable been paid at the same time as bonuses for executives generally are paid and is payable on a pro rata basis for any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, partial years (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following including the year of death) minus (ii) the proceeds of any Company-provided life insurance policy generally available to executives similarly situated (such termination; provideddeduction not to exceed the Executive’s then current annual base salary) and, that in the case of Disability disability, the Company will continue to pay the Executive’s salary for two years and a bonus equal to one-half of such payment salary, such bonus to be paid at the same time as bonuses for executives generally are paid and to be paid on a pro rata basis for any partial years (including the year the disability occurs); provided, however, that the Company may offset against any disability payments any payments made to the Executive pursuant to the Company’s disability plans. Present value shall be offset determined by using a discount rate equal to 120% of the amount “applicable Federal rate” determined under Section 1274(d) of Base Salary paid by the Internal Revenue Code of 1986, as amended, compounded semiannually. Other than as set forth above in this subsection 5(b) and as set forth specifically in the SERP, in the AmerisourceBergen Employee Investment Plan (401K), the AmerisourceBergen 2002 Management Incentive Plan, life insurance plans or disability plans, if any, applicable to the Executive, in case of death or disability of the Executive the Company shall have no further obligations under this Agreement or otherwise to or with respect to the Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) for any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with entitlements under the terms of any other plans or programs of the applicable benefit plan. At Company in which the Company’s expense, Executive and/or Executive’s dependents shall be participated and under which the Executive has become entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansbenefit.

Death or Disability. (a) The Company may terminate In the event that the Executive’s employment hereunder due to death and/or Employment Term ends on account of the Executive’s Death or Disability Disability, the Company shall pay or provide the Executive (as defined below). If i) the earned but unpaid portion of Executive’s Base Salary through the employment termination date plus credit for any vacation leave accrued but not taken, payable within 30 days after Executive’s employment hereunder termination date or, if earlier, on the date the Company is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled required to receive (i) all pay such earned but unpaid Base Salary due to Executive through the date of termination, under applicable law; (ii) reimbursement of all business and relocation expenses for which Executive is entitled to be reimbursed pursuant to Section 7(c) or (e) above, but for which Executive has not yet been reimbursed, payable in accordance with the actual bonusCompany’s expense reimbursement policies; (iii) vested benefits, if any, he would have received to which Executive may be entitled under the Company’s employee benefit plans as of the employment termination date payable in accordance with the terms of the applicable plan, (iv) any Annual Bonus earned with respect to the previous fiscal year but unpaid as of the date of Executive’s Death or Disability shall be paid based on the higher of the actual amount accrued by the Company or the target amount as of the date of Executive’s Death or Disability and become payable as soon as practicable after the date of Death or Disability; (v) a prorated amount of the Annual Bonus for the fiscal year in which his termination the Executive’s Death or Disability occurs, prorated calculated by multiplying the greater of the Annual Bonus accrued by the Company as of the Executive’s Death or Disability or the Executive’s target Annual Bonus for such fiscal year based on the higher of the actual amount accrued by the Company or the target amount as of the date of Executive’s Death or Disability by a fraction, the numerator of which is the number of days in such fiscal the Executive was employed during the applicable year prior to the date of Executive’s termination and the denominator of which is 365, payable and shall be paid as soon as practicable after the date of Death or Disability; (vi) immediate vesting of all outstanding stock options awards issued to Executive, and thereafter any stock option shall remain exercisable until the earlier of (A) 12 months after the date of Death or Disability or (B) the original expiration date of such stock options (but in no event later than the date at which such options may remain outstanding without subjecting the same time options to the excise tax under Code Section 409A, as any Annual Bonus payments are made defined below); (vii) immediate vesting of all restricted stock awarded to other similarly situated active executives Executive pursuant to Section 6(a)(i); (viii) immediate vesting of unvested performance shares and restricted cash awarded to the terms of the Annual Bonus Plan Executive pursuant to Section 6(a)ii and subject to satisfaction of the performance targets for such fiscal yeariii, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of payout determined as if the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be had achieved maximum performance and payable as soon as practicable following after the date of termination but not later than March 15 Death or Disability; and (ix) immediate vesting of discretionary cash award issued to the Executive pursuant to Section 6(a)iv, based on the maximum amount that Executive could have earned payable as soon as practicable after the date of Death or Disability. For all awards made to the Executive pursuant to Section 6(b) during the Employment Term, vesting shall be on a pro rata basis based on the number of months during which the Executive was employed during the applicable vesting or performance period; provided that if vesting of any such award is determined based on the attainment of any performance objectives, the amount payable or number of shares that vest will be determined based on the greater of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid accrued by the Company to or as if the Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through had achieved target performance. Such other equity incentive compensation will become payable as soon as practicable after the date of such termination, and (v) any benefits payable to Executive Death or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansDisability.

Death or Disability. (a) The Company may terminate If the Executive’s employment hereunder due to death or Disability (as defined below). If is terminated during the Employment Period by reason of the Executive’s employment hereunder is terminated as a result of death or Disability, this Agreement shall terminate without further obligations to the Executive (or Executive’s estate legal representatives, as applicable, under this Agreement other than those obligations accrued hereunder at the date of his death or personal representative in the event of death) shall be entitled to receive Disability, including, for this purpose (i) all the Executive’s accrued but unpaid full Base Salary due to Executive through the date Date of terminationTermination, (ii) the actual bonus, if any, he would have received in respect product of (x) the average of the fiscal two most recent annual bonuses paid to the Executive omitting from the average any year in which his termination occurs, prorated by no bonus was paid (the “Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in such the current fiscal year prior to of the date Corporation through the Date of Executive’s termination Termination, and the denominator of which is 365365 (such product, payable at the same time as any Annual “Pro-rated Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan Obligation”), and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefitsother amounts or benefits owing to the Executive under the then applicable employee benefit plans or policies of the Corporation, including an employee benefit plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (collectively, an Employee Benefit Plan”), with such as retirement benefits and vacation pay, amounts to be paid in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive Employee Benefit Plans (items such amounts specified in clauses (i), (ii) through and (iii) above collectively are hereinafter referred to as “Accrued Employment EntitlementsObligations”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that . Except in the case of Disability payments due to the Executive under any Employee Benefit Plan, all such payment Accrued Obligations shall be offset by paid to the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiarieslegal representatives, as applicable, in accordance with the terms a lump sum in cash within 30 days of the applicable benefit planDate of Termination. At Anything in this Agreement to the Company’s expensecontrary notwithstanding, Executive and/or the Executive’s dependents family shall be entitled to continue receive benefits at least equal to participate the most favorable level of benefits available to surviving families of executives of the Corporation and its affiliates under such plans, programs and policies relating to family death benefits, if any, of the Corporation and its affiliates in effect at any time during the Company’s welfare benefit plans and programs on 90-day period immediately preceding the same terms as similarly situated actively-employed executives Effective Date. For purposes of this Section 7(a), Disability shall mean the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of twelve (12) not less than 3 months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation an accident and health plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed sponsored by the terms Corporation and which covers employees of such plans.the Corporation or (iii) is determined to be totally disabled by the Social Security Administration”

Death or Disability. (a) The Company may terminate Executive’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of termination, (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Omnibus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and group health insurance programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans insurance programs or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plans.

Death or Disability. (a) The Company may terminate Executive’s employment hereunder due to death or Disability (as defined below). If Executive’s 's employment hereunder is terminated as a result by reason of Executive's death or Disabilityduring the Term of Employment, Executive the Company shall pay to Executive's designated beneficiaries (or or, if there is no such beneficiary, to Executive’s 's estate or personal representative in the event of death) shall be entitled to receive legal representative), (i) all any portion of Executive's annual Base Salary due to Executive through the date Date of terminationTermination that has not yet been paid, (ii) an amount equal to the actual bonus, if any, he product of (A) the target bonus that Executive would have received in respect of been eligible to earn for the fiscal year in period during which his such termination occurs, prorated by and (B) a fraction, the numerator of which is the number of days in such fiscal year prior to period through the date Date of Executive’s termination Termination, and the denominator of which is 365the total number of days in the relevant period; (iii) the benefits described in Section 4(e) hereof, to the extent such benefits have become non-forfeitable, and (iv) such compensation and benefits as shall be payable at the same time as any Annual Bonus payments are made to other similarly situated active executives Executive pursuant to the terms of the Annual Bonus Plan Company's compensation and subject benefit plans, programs or arrangements as in effect immediately prior to satisfaction the Date of Termination. If Executive's employment is terminated prior to the fifth anniversary of the performance targets for such fiscal yearEffective Date by reason of Executive's Disability, the Company shall continue to pay Executive, through the fifth anniversary of the Effective Date, an amount equal to his Base Salary and target Incentive Compensation, less any payments received by Executive from any source (iiiincluding, without limitation, disability insurance (whether or not provided through the Company) any previously vested Equity Awards or Social Security) on account of Executive's Disability; and thereafter Executive shall be eligible to receive reduced SERP benefits, such as retirement benefits payable pursuant to Section 4(e) of this Agreement. If Executive's employment is terminated by reason of Executive's death or Disability during the Term of Employment, all restrictions on Executive's outstanding Restricted Units shall immediately lapse, other outstanding equity awards shall fully vest and vacation pay, in accordance with any outstanding Stock Options shall be exercisable for the greater of one (1) year after the Date of Termination or the post employment exercise period provided for under the terms of the plan or and agreement pursuant to which evidencing such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which equity awards; provided that in no event shall be payable as soon as practicable following the date of termination but not later than March 15 of exercise period extend beyond the first calendar year following the year term of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansequity award.

Death or Disability. (a) The Company may terminate Executive’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of termination, (ii) the actual bonus, if any, he she would have received in respect of the fiscal year in which his her termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and group health insurance programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans group health insurance programs or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plans.

Death or Disability. (a) The Company may terminate ExecutiveIf the Employee’s employment hereunder with the Company terminates due to the Employee’s death pursuant to Section 5(A) or Disability (as defined belowdue to the Employee’s disability pursuant to Section 5(B). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative the Company will pay to the Employee or, in the event of the Employee’s death) , such person as the Employee shall be entitled designate in a notice filed with the Company or, if no such person is designated, to receive the Employee’s estate, (i) all within 45 days of said termination (or such earlier date as may be required by applicable law), a lump sum amount equal to the Employee’s accrued and unpaid Base Salary due to Executive through the date of termination, Salary; (ii) any earned but unpaid performance bonus pursuant to Section 3(B) for a previous year, with any such bonus to be paid when such bonus would otherwise be paid (an “Earned Bonus”); (iii) the actual bonusEmployee’s prorated performance bonus set forth in Section 3(B), if anyany (See Exhibit B), he based on actual results for such year (determined by multiplying the amount of such bonus which would have received in respect of be due for the full fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such during the fiscal year prior to of termination that the date of Executive’s termination Employee is employed by the Company and the denominator of which is 365, ) and payable at the same time as any Annual Bonus payments bonuses for such year are made paid to other similarly situated active senior executives pursuant of the Company (a “Prorated Performance Bonus”); and (iv) any payments to which the Employee’s spouse, beneficiaries, or estate may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). If the Annual Bonus Plan Employee or his estate has signed and subject to satisfaction of the performance targets for such fiscal year, returned (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (ivhas not revoked) a lump sum payment equal to twelve severance agreement and general release of claims substantially in the form annexed hereto as Exhibit F (12such an agreement and release, the “Release”) months by the sixtieth (60th) day following the Employee’s date of Executivetermination, the Company will reimburse the Employee or his estate for all COBRA premium payments paid by Employee or his estate for continuation of healthcare coverage during the 18-month period following the Employee’s full Base Salary, which date of termination; provided that no payments hereunder shall be payable as soon as practicable made until the 60th day following the Employee’s date of termination but not later than March 15 of (with the first calendar year following the year of payment including all amounts that would otherwise have been made prior to such termination; provided, that in the case of Disability such payment date) and payments hereunder shall not be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such terminationmade, and (v) the Employee and his estate shall forfeit any benefits payable right to Executive such payments, if the Employee or Executive’s beneficiarieshis estate revokes, as applicableor attempts to revoke, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansRelease.

Death or Disability. (a) The Company may terminate Executive’s 's employment hereunder due to death or Disability (as defined below). If Executive’s 's employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s 's estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of termination, (ii) a pro-rata portion of the actual bonusAnnual Bonus, if any, he would have received in respect payable for the period of Executive's employment during the fiscal year in which his termination occurs, prorated by a fraction, of the numerator of which is the number of days in such fiscal year Company prior to the date Executive's termination of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal yearemployment, (iii) any previously vested Equity Awards stock options and benefits, such as retirement benefits and vacation paybenefits, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards stock options or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”"ACCRUED EMPLOYMENT ENTITLEMENTS"), (iv) a lump sum payment equal to twelve (12) months of Executive’s 's full Base Salary, which shall be payable as soon as practicable following Salary until the date expiration of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative six months from the date on which Executive was first unable substantially to perform Executive’s 's duties through hereunder and, as of the date last day of such terminationsix-month period, shall be entitled to receive a lump sum payment equal to an additional six months of Base Salary and (v) any benefits payable to Executive or Executive’s 's beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s 's expense, Executive and/or Executive’s 's dependents shall be entitled to continue to participate in the Company’s 's welfare benefit plans and programs on the same terms as similarly situated other senior, actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s 's dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s 's participation under any Equity Award stock option or other incentive compensation plan (other than Annual Bonuses bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plans.

Death or Disability. (a) The Company may terminate Executive’s 's employment hereunder due to death or Disability (as defined below). If Executive’s 's employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s 's estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of termination, ; (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s 's termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Omnibus Plan and subject to satisfaction of the performance targets for such fiscal year, ; (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”Entitlements “), ; (iv) a lump sum payment equal to twelve (12) months of Executive’s 's full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s 's personal representative from the date on which Executive was first unable substantially to perform Executive’s 's duties through the date of such termination, ; and (v) any benefits payable to Executive or Executive’s 's beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s 's expense, Executive and/or Executive’s 's dependents shall be entitled to continue to participate in the Company’s 's welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s 's dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s 's participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plans.

Death or Disability. (a) The Company may terminate If the Executive’s employment hereunder due to death or Disability (as defined below). If is terminated during the Employment Period by reason of the Executive’s employment hereunder is terminated as a result of death or Disability, this Agreement shall terminate without further obligations to the Executive (or Executive’s estate legal representatives, as applicable, under this Agreement other than those obligations accrued hereunder at the date of the Executive’s death or personal representative in the event of death) shall be entitled to receive Disability, including, for this purpose (i) all the Executive’s accrued but unpaid full Base Salary due to Executive through the date Date of terminationTermination, (ii) the actual bonus, if any, he would have received in respect product of (x) the average of the fiscal two most recent annual bonuses paid to the Executive omitting from the average any year in which his termination occurs, prorated by no bonus was paid (the “Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in such the current fiscal year prior to of the date Corporation through the Date of Executive’s termination Termination, and the denominator of which is 365365 (such product, payable at the same time as any Annual “Pro-rated Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan Obligation”), and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefitsother amounts or benefits owing to the Executive under the then applicable employee benefit plans or policies of the Corporation, including an employee benefit plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (collectively, an Employee Benefit Plan”), with such as retirement benefits and vacation pay, amounts to be paid in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive Employee Benefit Plans (items such amounts specified in clauses (i), (ii) through and (iii) above collectively are hereinafter referred Exhibit 10.1 to as “Accrued Employment EntitlementsObligations”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that . Except in the case of Disability payments due to the Executive under any Employee Benefit Plan, all such payment Accrued Obligations shall be offset by paid to the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiarieslegal representatives, as applicable, in accordance with the terms a lump sum in cash within 30 days of the applicable benefit planDate of Termination. At Anything in this Agreement to the Company’s expensecontrary notwithstanding, Executive and/or the Executive’s dependents family shall be entitled to continue receive benefits at least equal to participate the most favorable level of benefits available to surviving families of executives of the Corporation and its affiliates under such plans, programs and policies relating to family death benefits, if any, of the Corporation and its affiliates in effect at any time during the Company’s welfare benefit plans and programs on 90-day period immediately preceding the same terms as similarly situated actively-employed executives Effective Date. For purposes of this Section 7(a), Disability shall mean the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of twelve (12) not less than 3 months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation an accident and health plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed sponsored by the terms Corporation and which covers employees of such plansthe Corporation or (iii) is determined to be totally disabled by the Social Security Administration.

Death or Disability. (ai) The Company may Except as otherwise expressly provided herein, this Restated Agreement and the employment relationship created hereby shall automatically terminate without act by any party upon the Executive’s employment hereunder due to death or Disability (as defined below). If In the event that the Executive’s employment hereunder is terminated as a result by reason of the Executive’s death or Disability, the Company shall pay the following amounts to the Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive his estate: (i) all Base Salary due any accrued but unpaid base salary for services rendered to Executive through the date of termination, (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior any accrued but unpaid expenses required to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal yearbe reimbursed under this Restated Agreement, (iii) any previously vested Equity Awards vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period and benefits(v) his annual bonus for the year in which his death or Disability occurs, prorated to the date of termination (to the extent it can be calculated), with each such payment to be made on the date of the Executive’s Separation from Service in connection with such termination of employment or as retirement benefits and vacation paysoon as administratively practicable thereafter, but in no event later than the later of (x) the last day of the calendar year in which the date of the Executive’s Separation from Service occurs or (y) the fifteenth day of the third calendar month following the date of such Separation from Service, but only to the extent that each such payment can be made at that time without contravention of any applicable Code Section 409A deferral requirements. To the extent that any restricted stock units (“RSUs”) or other equity securities vest upon the Executive’s death or Disability in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”)agreements evidencing those securities, (iv) a lump sum payment equal to twelve (12) months the underlying shares of Executive’s full Base Salary, which Common Stock shall be payable as soon as practicable following issued on the applicable date of termination but not later than March 15 of the first calendar year following the year of or dates set forth for those shares in such termination; provided, that in the case of Disability agreements. All such payment share issuances shall be offset by subject to the amount of Base Salary paid by the Company to Executive or ExecutiveCompany’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms collection of the applicable benefit planwithholding taxes. At The Executive or his legally appointed guardian, as the Company’s expensecase may be, Executive and/or Executive’s dependents shall be entitled have up to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months one year from the date of such termination. Executive and/or Executive’s dependents termination of employment to exercise all such previously granted options or stock appreciation rights, provided that in no event shall thereafter any option or stock appreciation rights be entitled to any continuation of such benefits provided under such benefit plans exercisable beyond its maximum ten (10) year or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansshorter term.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (ai) The the Executive is unable to substantially engage in the Executive’s Duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company may terminate or the Parent; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or the Executive’s guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment hereunder due to is terminated by reason of the Executive’s death or Disability (as defined below). If disability, the Company shall pay the following to the Executive or the Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive representative: (i) all any accrued but unpaid Base Salary due for services rendered to Executive through the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement and any accrued but unused paid-time-off (the “Accrued Payments”), and (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any earned but unpaid Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of for any prior period and the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company prorated to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of termination (determined based on actual performance for such termination, year and (v) any benefits payable when bonuses are paid to all Company executives for such year). The Executive or the Executive’s beneficiarieslegally appointed guardian, as applicablethe case may be, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled have up to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) 12 months from the date of such termination to exercise all vested stock options held by the Executive as of the date of termination, provided that in no event shall any option be exercisable beyond its term. The Executive and/or (or the Executive’s dependents estate) shall thereafter be entitled to any continuation of receive the payments provided herein at such benefits provided under such benefit plans or by applicable law. Following times as the Executive would have received them if there was no death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansdisability.

Death or Disability. This Agreement will terminate automatically on Executive’s death. Any compensation or other amounts due to Executive for services rendered prior to his death shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate. If Executive is receiving Severance Benefits or is entitled to payment of an MIP award pursuant to Section 3 at the time of his death, then any unpaid Base Salary component of Executive’s Severance Benefits and MIP award shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate, for the balance of the Severance Period (aas defined in Section 8) remaining at the time of Executive’s death. In addition, if, at the time of his death, Executive is receiving Severance Benefits that include the continuation of health, medical, dental, vision or pharmaceutical insurance benefits (as described in Section 8), and Executive’s surviving spouse and/or family member(s) The Company is covered by such health, medical, dental, vision or pharmaceutical insurance benefits through Rural/Metro at the time of Executive’s death, then such coverage of Executive’s surviving spouse and/or family member(s) shall continue throughout the balance of the Severance Period. No other benefits shall be payable to Executive’s heirs pursuant to this Agreement, but amounts may terminate be payable pursuant to any life insurance or other benefit plans maintained by Rural/Metro. In the event Executive becomes “Disabled,” Executive’s employment hereunder due and Rural/Metro’s obligation to death or Disability (as defined below). If pay Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of termination, (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as less any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits amounts payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents pursuant to any long-term disability insurance policy paid for by Rural/Metro) shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve six (126) months from the date as of such termination. which Executive and/or Executive’s dependents shall thereafter be entitled is determined to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executivehave become Disabled, at which point, Executive’s participation under employment hereunder shall automatically cease and terminate. Executive shall be considered “Disabled” or to be suffering from a “Disability” for purposes of this Section 7 if Executive is unable, after any Equity Award reasonable accommodations required by the Americans with Disabilities Act or other incentive compensation plan applicable law, to perform the essential functions of his position because of a physical or mental impairment. In the absence of agreement between Rural/Metro and Executive as to whether Executive is Disabled or suffering from a Disability (other than Annual Bonuses included in and the definition date as of Accrued Employment Entitlementswhich Executive became Disabled), such determinations shall be made by a licensed physician selected by Rural/Metro. If a licensed physician selected by Executive disagrees with the determination of the physician selected by Rural/Metro, the two physicians shall select a third physician. The decision of the third physician concerning whether Executive is Disabled or suffering from a Disability (and the date as of which Executive became Disabled) shall be governed by the terms of such plansbinding and conclusive on all interested parties.

Death or Disability. (a) The Company may terminate the Executive’s 's employment hereunder due before the Expiration Date without Cause, and the Executive may terminate Executive's employment before the Expiration Date either by reason of the Transition Period's having ended or for Good Reason, upon 30-days written notice to the other party. If the Executive's employment is so terminated by the Company without Cause, or by the Executive either by reason of the Transition Period's having ended or for Good Reason, as the case may be, or if the Executive's employment terminates before the Expiration Date because of Executive's death or Disability (as defined belowherein). If , the Company shall pay and provide to the Executive or the Executive’s employment hereunder is terminated 's duly appointed personal representative, as a result of death or Disabilitythe case may be, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive any unpaid salary through the date of termination, as well as reimbursement of any unpaid reimbursable expenses incurred on behalf of the Company, (ii) the actual bonus, if any, he would have received in respect of Target Bonus for the fiscal year in which his termination occurs, prorated by a fraction, for the numerator portion of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal yearpreceding termination, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms during each month of the plan or agreement pursuant Severance Period (as defined below), an amount equal to the sum of (x) Executive's monthly salary at the rate in effect immediately preceding termination and (y) one-twelfth of the Executive's Target Bonus for the year in which termination occurs (the aggregate of such Equity Awards or benefits were granted to Executive monthly payments in clauses "(items x)" and "(i) through (iii) above collectively y)" being herein referred to as “Accrued Employment Entitlements”the "Severance Period Compensation"), (iv) a lump sum payment equal to twelve (12) months throughout the Severance Period, continuation of Executive’s full Base Salary, 's participation (including the Company's contributions thereto) in all benefit plans and practices which shall be payable as soon as practicable following were in effect at the date of termination but not later than March 15 end of the first calendar year following Transition Period and which, at the year end of such termination; providedthe Transition Period, Executive either was participating or in which Executive was eligible to participate, provided however, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company latter case, Executive indicates his intention to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such participate in writing within 30 days following termination, and (v) other than with respect to termination by reason of death or Disability, reimbursement to the Executive for up to $10,000 of executive outplacement services. Except as set forth in this Subsection 6(b), the Company shall not have any benefits payable additional obligations to the Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate under this Agreement in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability event of Executive, Executive’s participation 's termination of employment under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansthis Subsection 6(b).

Death or Disability. This Agreement will terminate automatically on Executive’s death. Any compensation or other amounts due to Executive for services rendered prior to Executive’s death shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate. If Executive is receiving Severance Benefits or is entitled to payment of an MIP award pursuant to Section 3 at the time of Executive’s death, then any unpaid Base Salary component of Executive’s Severance Benefits and MIP award shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate, for the balance of the Benefit Period (aas defined in Section 8) remaining at the time of Executive’s death. In addition, if, at the time of Executive’s death, Executive is receiving Severance Benefits that include the continuation of health, medical, dental, vision or pharmaceutical insurance benefits (as described in Section 8), and Executive’s surviving spouse and/or family member(s) The Company is covered by such health, medical, dental, vision or pharmaceutical insurance benefits through Rural/Metro at the time of Executive’s death, then such coverage of Executive’s surviving spouse and/or family member(s) shall continue throughout the balance of the Benefit Period. No other benefits shall be payable to Executive’s heirs pursuant to this Agreement, but amounts may terminate be payable pursuant to any life insurance or other benefit plans maintained by Rural/Metro. In the event Executive becomes “Disabled,” Executive’s employment hereunder due shall automatically cease and terminate. Executive shall be considered “Disabled” or to death be suffering from a “Disability” for purposes of this Section 7 if Executive is unable, after any reasonable accommodations required by the Americans with Disabilities Act or other applicable law, to perform the essential functions of Executive’s position because of a physical or mental impairment. In the absence of agreement between Rural/Metro and Executive as to whether Executive is Disabled or suffering from a Disability (and the date as defined belowof which Executive became Disabled), such determinations shall be made by a licensed physician selected by Rural/Metro. If Executive’s employment hereunder a licensed physician selected by Executive disagrees with the determination of the physician selected by Rural/Metro, the two physicians shall select a third physician. The decision of the third physician concerning whether Executive is terminated Disabled or suffering from a Disability (and the date as a result of death or Disability, which Executive (or Executive’s estate or personal representative in the event of deathbecame Disabled) shall be entitled to receive (i) binding and conclusive on all Base Salary due to Executive through the date of termination, (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansinterested parties.

Death or Disability. (a) The Company may terminate In the event of Executive’s employment hereunder due to 's death or Disability total disability, this Agreement shall terminate immediately. Executive shall be deemed totally disabled if she is eligible to receive long-term disability benefits under Mirant's then existing long-term disability plan. In the event of her death or total disability, Executive or her estate will be entitled to such benefits, if any, as are provided under the terms of various Mirant health insurance, life insurance, pension and disability plans. In addition, Mirant shall pay to Executive (or her estate) all Accrued Obligations (as defined below)) in a lump sum in cash within thirty (30) days after the date of termination. If Executive’s employment hereunder is terminated "ACCRUED OBLIGATIONS" shall mean, as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of termination, the sum of (iiA) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any 's Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) Base Salary through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but to the extent not later than March 15 theretofore paid, (B) except as otherwise previously requested by Executive, the amount of any bonus, incentive compensation, deferred compensation and other cash compensation accrued by Executive as of the first calendar date of termination to the extent not theretofore paid, and (C) any vacation pay, expense reimbursements and other cash entitlements accrued by Executive as of the date of termination to the extent not theretofore paid. In addition, the Executive (or her estate) will be paid the Retention Bonuses and Make-Whole Payments, in each case to the extent not previously paid to Executive, and all of Executive's then-outstanding equity awards shall immediately become fully vested (with stock option exercisability continuing until the later of one year following the year Executive's death or total disability or the end of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company any extended exercise period relating to Executive death or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with disability provided for under the terms of the applicable benefit equity plan). At Except as otherwise set forth in this Section 5(a) or this Agreement, in the Company’s expenseevent of a termination pursuant to this Section 5(a), Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter will not be entitled to any continuation of such further benefits provided or compensation under such benefit plans or this Agreement except to the extent mandated by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plans.

Death or Disability. (a) The Company may terminate ExecutiveIf Employee’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result by reason of Employee’s death or Disability, Executive (the Company shall pay to Employee or ExecutiveEmployee’s estate or personal representative in the event of death) shall be entitled to receive legal representatives (i) all within 60 days after the Employee’s Date of Termination, a lump sum in cash equal to the sum of Employee’s Annual Base Salary due to Executive through the date Date of termination, Termination to the extent not previously paid and any compensation previously deferred by Employee (together with any accrued interest or earnings thereon) (the “Accrued Obligations”); (ii) the actual bonusamount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid, if any, he would have received in respect which amount shall be paid at such time as the Company pays other executives of the fiscal Company annual bonuses for the prior calendar year (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year in a press release); (iii) without duplication of any amount payable pursuant to clause (ii) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which his termination occurs, prorated by a fraction, Employee’s Date of Termination occurs (but in no event later than the numerator of which is fifth business day after the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets Company publicly announces its earnings for such fiscal year, calendar year in a press release); (iiiiv) any previously vested Equity Awards and benefitsamounts arising from Employee’s participation in, such as retirement or benefits and vacation payunder, any Investment Plan (the “Accrued Investments”), which amounts shall be paid in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year and conditions of such terminationInvestment Plan; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any amounts to which Employee or Employee’s spouse, beneficiaries or estate are entitled from Employee’s participation in, or benefits payable to Executive or Executive’s beneficiariesunder, as applicableany Welfare Plan (“Accrued Welfare Benefits”), which amounts shall be paid in accordance with the terms and conditions of the applicable benefit plansuch Welfare Plan. At the Company’s expenseExcept as described in this Section 5(a), Executive and/or Executive’s dependents shall be entitled to continue to participate in the Companyevent of Employee’s welfare benefit plans termination by reason of Employee’s death or Disability, Employee and programs on the same terms Employee’s legal representatives, as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents applicable, shall thereafter be entitled forfeit all rights to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such planscompensation.

Death or Disability. (a) The Company may terminate Executive’s employment hereunder due to shall terminate upon his death or and may be terminated by the Company upon his Disability (as defined below)in Section 9(c) herein) during the Employment Term. If Upon termination of Executive’s employment hereunder upon the Executive’s Disability or death, Executive or his estate (as the case may be) shall be entitled to receive Base Salary through the Date of Termination, plus a pro-rata portion of the target Bonus, based on the number of whole or partial months from the beginning of the bonus period to the Date of Termination. Such pro-rata Bonus shall be payable in a lump sum (less applicable withholdings) when such awards are generally distributed to current employees for the current fiscal year, but no later than March 15 of the year following the year in which the Bonus was earned. In addition, if Executive’s employment is terminated as a result of death or a Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive be reimbursed for the additional costs to Executive, including any additional tax costs associated with such reimbursements, of continuing health, medical and dental benefits under COBRA at a level equivalent (ie.g., family coverage versus employee only) all Base Salary due to Executive through the date of termination, (ii) the actual bonus, if any, he would have received in respect of the fiscal year those benefits in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year he participated prior to the date Termination Date for a period of Executive’s termination and twenty nine (29) months from the denominator of which Termination Date (“COBRA Benefit Continuation Period”) or, if COBRA is 365not available or is not adequate, payable at the same time as actual costs associated with any Annual Bonus payments other coverage that may be necessary to obtain such equivalent coverage; provided that such costs are made to other similarly situated active executives pursuant to consistent with the terms costs generally available on a competitive basis for such coverage. Following the end of the Annual Bonus Plan 29-month COBRA Benefit 3 Continuation Period, and continuing until Executive reaches the age of 65 or is no longer subject to satisfaction a Disability, whichever date is earlier, Executive shall also be entitled to be reimbursed for the additional actual costs, including any additional tax costs associated with such reimbursements, of obtaining such equivalent health, medical and dental insurance coverage through an insurance policy or policies he purchases on his own; provided that such costs are consistent with the costs generally available on a competitive basis for such coverage. Executive shall bear full responsibility for applying for COBRA coverage and for obtaining coverage under any other insurance policy subject to reimbursement under this Section 8(b), and nothing herein shall constitute a guarantee of COBRA continuation coverage or benefits or a guarantee of eligibility for health or dental insurance coverage. Reimbursements under this Section 8(b) shall be made on a monthly basis but no later than the last day of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year in which the expenses were incurred. Under no circumstances will Executive be entitled to a cash payment in lieu of such termination; provided, that in reimbursements for the case actual costs of Disability such payment premiums for health or dental coverage hereunder. The amount of expenses eligible for reimbursement during any calendar year shall not be offset affected by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) expenses eligible for reimbursement in any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such planscalendar year.

Death or Disability. (a) The Company may terminate Executive’s employment hereunder due to shall terminate upon his death or and may be terminated by the Company upon his Disability (as defined below)during the Employment Term. If Upon termination of Executive’s employment hereunder upon Executive’s Disability or death, Executive or his estate (as the case may be) shall be entitled to receive Base Salary through the date of Termination, plus payments made in accordance with Sections 6(a), (b) and (c). In addition, if Executive’s employment is terminated as a result of death or a Disability, Executive (or and subject to Executive’s estate or personal representative in the event compliance with Section 8 of death) this Agreement, Executive shall be entitled to receive (i) all Base Salary due be reimbursed for the additional costs to Executive through the date Executive, including any additional tax costs associated with such reimbursements, of termination, (ii) the actual bonus, if any, he would have received in respect of the fiscal year continuing group health and dental benefits under COBRA at a level equivalent to those benefits in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year he participated prior to the date Termination Date for a period of Executive’s termination and twenty nine (29) months from the denominator of which is 365, payable at Termination Date (“COBRA Benefit Continuation Period”). Following the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms end of the Annual Bonus Plan 29-month COBRA Benefit Continuation Period, and continuing until Executive reaches the age of 65 or is no longer subject to satisfaction a Disability, whichever date is earlier, Executive shall also be entitled to be reimbursed for the additional reasonable costs of obtaining equivalent health and dental insurance coverage, including any additional tax costs associated with such reimbursements, through an insurance policy or policies he purchases on his own. Executive shall bear full responsibility for applying for COBRA coverage and for obtaining coverage under any other insurance policy subject to reimbursement under this Section 7(c), and nothing herein shall constitute a guarantee of COBRA continuation coverage or benefits or a guarantee of eligibility for health or dental insurance coverage. Reimbursements under this Section 7(c) shall be made on a monthly basis, but no later than the last day of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year in which the expenses were incurred. Under no circumstances will Executive be entitled to a cash payment in lieu of such termination; provided, that in reimbursements for the case actual costs of Disability such payment premiums for health or dental coverage hereunder. The amount of expenses eligible for reimbursement during any calendar year shall not be offset affected by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (vexpenses eligible for reimbursement in any other calendar year. The term Disability as used in this Section 7(c) any benefits payable to Executive or Executive’s beneficiaries, as applicable, shall be defined in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided permanent disability under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plansInternal Revenue Code § 409A(a)(2)(c).

Death or Disability. (a) The Company may terminate Executive’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of termination, ; (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, ; (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), ; (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, ; and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plans.

Death or Disability. (a) The Company may terminate ExecutiveIf the Employee’s employment hereunder with the Company terminates due to the Employee’s death pursuant to Section 5(A) or Disability (as defined belowdue to the Employee’s disability pursuant to Section 5(B). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative the Company will pay to the Employee or, in the event of the Employee’s death) , such person as the Employee shall be entitled designate in a notice filed with the Company or, if no such person is designated, to receive the Employee’s estate, (i) all within 45 days of said termination (or such earlier date as may be required by applicable law), a lump sum amount equal to the Employee’s accrued and unpaid Base Salary due to Executive through the date of termination, Salary; (ii) any earned but unpaid performance bonus pursuant to Section 3(B) for a previous year and any Additional Bonus that has been earned on a performance basis and is payable based only on continued service by the actual Employee, any such bonus(es) to be paid when such bonus would otherwise be paid (an “Earned Bonus”); (iii) a prorated performance bonus, if any, he based on actual results for such year (determined by multiplying the amount of such bonus which would have received in respect of be due for the full fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such during the fiscal year prior to of termination that the date of Executive’s termination Employee is employed by the Company and the denominator of which is 365, ) and payable at the same time as any Annual Bonus payments bonuses for such year are made paid to other similarly situated active senior executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, Company (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as a “Accrued Employment EntitlementsProrated Performance Bonus”), (iv) a lump sum payment equal to twelve prorated Additional Bonus, based on actual results for such year (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset determined by multiplying the amount of Base Salary paid such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that the Employee is employed by the Company to Executive or Executive’s personal representative from and the date on denominator of which Executive was first unable substantially to perform Executive’s duties through is 365) and payable at the date of same time the Additional Bonus for such termination, year would otherwise be paid in accordance with Section 3(C) (a “Prorated Additional Bonus”); and (v) any benefits payable payments to Executive or Executivewhich the Employee’s spouse, beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall or estate may be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation applicable employee benefit plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by according to the terms of such plansplans and policies). If the Employee or his estate has signed and returned (and has not revoked) a severance agreement and general release of claims in substantially the form annexed hereto as Exhibit F (such an agreement and release, the “Release”) by the sixtieth (60th) day following the Employee’s date of termination, the Company will pay the Employee or his estate on a monthly basis an additional amount equal to all COBRA premium payments paid by Employee or his estate for continuation of healthcare coverage during the 18-month period following the Employee’s date of termination; provided that no payments hereunder shall be made until the 60th day following the Employee’s date of termination (with the first payment including all amounts that would otherwise have been made prior to such date) and payments hereunder shall not be made, and the Employee and his estate shall forfeit any right to such payments, if the Employee or his estate revokes, or attempts to revoke, the Release.

Death or Disability. (a) The Company may terminate Executive’s employment hereunder due to shall terminate upon his death or and may be terminated by the Company upon his Disability (as defined below)in Section 9(c) herein) during the Employment Term. If Upon termination of Executive’s employment hereunder upon the Executive’s Disability or death, Executive or his estate (as the case may be) shall be entitled to receive Base Salary through the Date of Termination, plus a pro-rata portion of the target Bonus, based on the number of whole or partial months from the beginning of the bonus period to the Date of Termination. Such pro-rata Bonus shall be payable in a lump sum (less applicable withholdings) when such awards are generally distributed to current employees for the current fiscal year, but no later than March 15 of the year following the year in which the Bonus was earned. In addition, if Executive’s employment is terminated as a result of death or a Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive be reimbursed for the additional costs to Executive, including any additional tax costs associated with such reimbursements, of continuing health, medical and dental benefits under COBRA at a level equivalent (ie.g., family coverage versus employee only) all Base Salary due to Executive through the date of termination, (ii) the actual bonus, if any, he would have received in respect of the fiscal year those benefits in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year he participated prior to the date Termination Date for a period of Executive’s termination and twenty nine (29) months from the denominator of which Termination Date (“COBRA Benefit Continuation Period”) or, if COBRA is 365not available or is not adequate, payable at the same time as actual costs associated with any Annual Bonus payments other coverage that may be necessary to obtain such equivalent coverage; provided that such costs are made to other similarly situated active executives pursuant to consistent with the terms costs generally available on a competitive basis for such coverage. Following the end of the Annual Bonus Plan 29-month COBRA Benefit Continuation Period, and continuing until Executive reaches the age of 65 or is no longer subject to satisfaction a Disability, whichever date is earlier, Executive shall also be entitled to be reimbursed for the additional actual costs, including any additional tax costs associated with such reimbursements, of obtaining such equivalent health, medical and dental insurance coverage through an insurance policy or policies he purchases on his own; provided that such costs are consistent with the costs generally available on a competitive basis for such coverage. Executive shall bear full responsibility for applying for COBRA coverage and for obtaining coverage under any other insurance policy subject to reimbursement under this Section 8(b), and nothing herein shall constitute a guarantee of COBRA continuation coverage or benefits or a guarantee of eligibility for health or dental insurance coverage. Reimbursements under this Section 8(b) shall be made on a monthly basis but no later than the last day of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year in which the expenses were incurred. Under no circumstances will Executive be entitled to a cash payment in lieu of such termination; provided, that in reimbursements for the case actual costs of Disability such payment premiums for health or dental coverage hereunder. The amount of expenses eligible for reimbursement during any calendar year shall not be offset affected by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) expenses eligible for reimbursement in any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such planscalendar year.

Death or Disability. (a) The Company may terminate Executive’s employment hereunder due to death or Disability (as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of termination, ; (ii) the actual bonusAnnual Bonus, if any, he that Executive would have received in respect of the fiscal year of the Company in which his Executive’s termination of employment occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365365 days, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, ; (iii) any previously vested Equity Awards equity incentive awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards equity incentive awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), ; (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, ; and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated other senior, actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award stock option or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plans.

Death or Disability. In the event of termination pursuant to Section 7(e), compensation provided for in this Agreement (aincluding Base Compensation) The Company may terminate shall continue to be paid, and Executive shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in Section 4 and Section 5 and in a manner consistent with the applicable terms of the governing plan documents (i) in the event of Executive’s employment hereunder due death, through the date of death, or (ii) in the event of Executive’s disability, through the date of termination pursuant to death or Disability (as defined belowSection 7(e). If Executive’s employment hereunder is terminated Benefits, if any, payable under insurance, health, retirement, incentive, and bonus plans as a result of death or Disability, Executive (or Executive’s estate or personal representative participation in such plans through such date shall be paid when due under those plans. In the event of death) shall be entitled to receive (i) all Base Salary Executive’s employment is terminated due to Executive through the date of termination, (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year disability prior to the date of Executive’s termination and Executive is eligible to receive disability benefits under the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the long-term disability plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset sponsored by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expenseINBK, Executive and/or Executive’s dependents shall be entitled to continue to participate receive from Bank his Base Compensation at the rate in effect on the date of termination until the earlier of (A) the date Executive is eligible to begin receiving disability benefits under the long-term incentive plan sponsored by INBK, or (B) the date six (6) months following termination of employment. Payment of such amount shall be made in bi-weekly installments in the Companysame sequence of bi-weekly payments as followed by Bank for the payment of salary. In the event of Executive’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives death, INBK will pay to Executive’s spouse for a period of twelve (12) months from on a monthly basis an amount not exceeding the date of such termination. Executive and/or total monthly cost based on Bank’s health insurance premium and the coverage election made by Executive, which Executive’s dependents shall thereafter be spouse can use to pay for health insurance coverage, whether through COBRA, an ACA marketplace plan coverage, or other healthcare insurance (collectively, the “Spouse Health Insurance Payment”). Notwithstanding anything to the contrary herein, should Executive’s spouse become entitled to receive health insurance from another source during any continuation of such benefits provided under such benefit plans or by applicable law. Following time period in which INBK is Exhibit 10.3 otherwise obligated to pay the death or Disability of ExecutiveSpouse Health Insurance Payment, Executivethen INBK’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in obligation to continue the definition of Accrued Employment Entitlements) Spouse Health Insurance Payments shall be governed by the terms of such plansterminate immediately.