Common use of Disability; Death Clause in Contracts

Disability; Death. If the Executive’s employment is terminated by reason of his Disability or death during the Contract Period, the Company shall pay to the Executive or the Executive’s designated beneficiaries (or, if there is no beneficiary, to the Executive’s estate or legal representative), as the case may be, in one cash payment within 60 days after the Date of Termination, the sum of the following amounts: (a) any portion of the Base Salary that has been earned through the Date of Termination but not paid to the Executive as of the Date of Termination; (b) any accrued but unpaid cash incentive compensation earned for any year prior to the year in which the Date of Termination occurs and, to the extent required to be paid under the terms of the Company policy in effect from time to time and applicable law, any accrued but unpaid vacation pay as of the Date of Termination; and (c) an amount representing the cash incentive compensation opportunity awarded to the Executive for the fiscal year in which the Date of Termination occurs equal to the amount of cash incentive compensation earned by the Executive with respect to the prior fiscal year multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is the total number of days in such fiscal year (such amounts in clauses (a), (b), and (c), the “Accrued Obligations”). Notwithstanding herein anything to the contrary, in the case of a Termination by reason of Disability or death, the Executive (in the case of Disability) and his dependents shall have health insurance paid for by the Company for a one-year period after the Date of Termination. In the event of Termination under this Section 7.1, all other benefits, payments or compensation to be provided to the Executive hereunder shall terminate, but the Executive shall be entitled to any benefits accrued and earned in accordance with the terms of any applicable benefit plans and programs of the Company and, as set forth in Section 4.3, any Restrictions with respect to any Units outstanding and held by the Executive on the Date of Termination shall terminate as of the Date of Termination, and all such Units shall be fully vested, in the case of any options to purchase Units, exercisable and, shall remain in effect and exercisable through the end of their respective terms, without regard to the Termination.

Disability; Death. If During any period that the Executive’s Executive fails to perform his duties hereunder as a result of his Disability, the Executive shall continue to receive his full Base Salary at the rate in effect at the beginning of such period and continue as a participant in all compensation and benefit plans in which the Executive was participating pursuant to Sections 5(b) and 5(d) until his employment is terminated by reason pursuant to Section 7(a) or Section 7(b). Following the termination of his the Executive's employment due to Disability or death during the Contract Perioddeath, the Company shall shall: (i) pay to the Executive or any accrued but unused vacation pay (the "Unpaid Vacation Amounts"). (ii) pay to the Executive an amount equal to the product of (x) the sum of (I) the Executive’s designated beneficiaries 's then current Base Salary and (II) the average annual cash bonus earned by the Executive pursuant to the Annual Incentive Bonus Plan (or any successor or substitute bonus plan) during the three fiscal years immediately prior to the fiscal year in which the Date of Termination occurs (or, if there is no beneficiary, to three fiscal years have not elapsed from the Executive’s estate or legal representative), as the case may be, in one cash payment within 60 days after Commencement Date through the Date of Termination, the sum of the following amounts: (a) any portion of the Base Salary that has been average annual cash bonus so earned through the Date of Termination but not paid to by the Executive as for the number of full fiscal years elapsed from the Commencement Date through the Date of Termination; (b) any accrued but unpaid cash incentive compensation earned or, if no full fiscal years have elapsed during such period, the Executive's target annual bonus for any year prior to the year in which the Date of Termination occurs andoccurs) (such sum of (I) and (II), the "Severance Payment") and (y) two (2), paid in installments at such times as Executive would normally receive payroll checks as though employed by the Company through the severance payment period. (iii) provide for the full vesting of any equity incentive awards then held by the Executive to the extent required to be paid under the terms of the Company policy in effect from time to time and applicable law, any accrued but unpaid vacation pay unvested as of the Date of Termination; and . (civ) an amount representing the cash incentive compensation opportunity awarded pay to the Executive a pro rata portion to the Date of Termination of the value of the Executive's bonus for the fiscal year in which the Date of Termination occurs equal to under the amount of cash incentive compensation earned Annual Incentive Bonus Plan (or any successor or substitute bonus plan), calculated by multiplying the award that the Executive would have earned on the last day of such fiscal year, assuming achievement at target level of all performance goals established with respect to the prior fiscal year multiplied such bonus, by a fraction, the numerator of which is the number of days in elapsed from the commencement of the fiscal year in which occurs the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 (the total number "Pro Rata Bonus"). (v) for a period of days one (1) year in such fiscal year the case of the Executive's death or two (such amounts 2) years in clauses (a)the case of the Executive's Disability, (b)provide the Executive with an opportunity to elect continued coverage under the Company's group health plans in accordance with Section 4980B of the Internal Revenue Code of 1986, and (c)the Company shall bear the cost of such coverage; provided, the “Accrued Obligations”). Notwithstanding herein anything to the contraryhowever, that, in the case of a Termination by reason of Disability or deathDisability, the Executive (in the case of Disability) and his dependents shall have health insurance paid for by the Company for a one-year period after the Date of Termination. In the event of Termination under this Section 7.1, all other benefits, payments or compensation to be provided benefits otherwise due to the Executive hereunder pursuant to this Section 9(a)(v) shall terminate, but be reduced to the extent benefits of the same type are received by or made available to the Executive shall be entitled to any benefits accrued and earned in accordance with during the terms of any applicable benefit plans and programs of the Company and, as set forth in Section 4.3, any Restrictions with respect to any Units outstanding and held Benefit Coverage Period by the Executive on the Date of Termination shall terminate as of the Date of Termination, and all such Units shall be fully vested, in the case of any options to purchase Units, exercisable and, shall remain in effect and exercisable through the end of their respective terms, without regard to the Terminationa subsequent employer ("Health Benefit Coverage").

Disability; Death. If (a) If, prior to the Executive’s employment is terminated expiration or termination of the Employment Period, the Executive shall be unable to perform substantially his duties by reason of his Disability disability or death during impairment of health for at least six consecutive calendar months, Ascent shall have the Contract Period, the Company shall pay right to terminate this Agreement by giving sixty (60) days written notice to the Executive to that effect, but only if at the time such notice is given such disability or impairment is still continuing. Following the expiration of the notice period, the Employment Period shall terminate with the payment of the Executive’s designated beneficiaries (or, if there is no beneficiary, to the Executive’s estate or legal representative), as the case may be, in one cash payment within 60 days after the Date of Termination, the sum of the following amounts: (a) any portion of the 's Base Salary that has been earned through for the Date of Termination but not paid to the Executive as of the Date of Termination; (b) any accrued but unpaid cash incentive compensation earned for any year prior to the year month in which the Date of Termination occurs and, to the extent required to be paid under the terms of the Company policy in effect from time to time notice is given and applicable law, any accrued but unpaid vacation pay as of the Date of Termination; and (c) an amount representing the cash incentive compensation opportunity awarded to the Executive for the fiscal year in which the Date of Termination occurs equal to the amount of cash incentive compensation earned by the Executive with respect to the prior fiscal year multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs prorated Annual Bonus through the Date of Terminationsuch month, and the denominator of which is the total number of days in such fiscal year (such amounts in clauses (a)there will be no forfeiture, (b)penalty, and (c), the “Accrued Obligations”). Notwithstanding herein anything reduction or other adverse effect upon any vested rights or interests relating to the contrary, in the case of a Termination by reason of Disability or death, the Executive (in the case of Disability) and his dependents shall have health insurance paid for by the Company for a one-year period after the Date of Terminationany Fringe Benefits. In the event of Termination under a dispute as to whether the Executive is disabled within the meaning of this Section 7.1paragraph (a), all other benefitsor the duration of any disability, payments either party may request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or compensation as the parties may otherwise agree, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such disability arose. The cost of any such medical examinations shall be provided borne by Ascent. (b) If, prior to the Executive hereunder shall terminateexpiration or termination of the Employment Period, but the Executive shall be entitled die, Ascent shall pay to any benefits accrued the Executive's estate his Base Salary and earned in accordance with the terms of any applicable benefit plans and programs of the Company and, as set forth in Section 4.3, any Restrictions with respect to any Units outstanding and held by the Executive on the Date of Termination shall terminate as of the Date of Termination, and all such Units shall be fully vested, in the case of any options to purchase Units, exercisable and, shall remain in effect and exercisable a prorated Annual Bonus through the end of their respective termsthe month in which the Executive's death occurred, at which time the Employment Period shall terminate without regard further notice and there will be no forfeiture, penalty, reduction or other adverse effect upon any vested rights or interests relating to any Fringe Benefits; PROVIDED that the Options and any other stock options granted to the TerminationExecutive under the Ascent option plan or any successor plan shall become fully vested and shall terminate one year after the date of termination of the Executive's employment for death, notwithstanding the limitations of Section 2(e) of this Agreement. (c) Nothing contained in this Section 6 shall impair or otherwise affect any rights and interests of the Executive under any compensation plan or arrangement of Ascent which may be adopted by the Board.

Disability; Death. If During any period that the Executive’s Executive fails to perform his duties hereunder as a result of his Disability, the Executive shall continue to receive his full Base Salary at the rate in effect at the beginning of such period and continue as a participant in all compensation and benefit plans in which the Executive was participating pursuant to Sections 5(b) and 5(d) until his employment is terminated by reason pursuant to Section 7(a) or Section 7(b). Following the termination of his the Executive's employment due to Disability or death during the Contract Perioddeath, the Company shall shall: (i) pay to the Executive or any accrued but unused vacation pay (the "Unpaid Vacation Amounts"). (ii) pay to the Executive an amount equal to the product of (x) the sum of (I) the Executive’s designated beneficiaries 's then current Base Salary and (II) the average annual cash bonus earned by the Executive pursuant to the Annual Incentive Bonus Plan (or any successor or substitute bonus plan) during the three fiscal years immediately prior to the fiscal year in which the Date of Termination occurs (or, if there is no beneficiary, to three fiscal years have not elapsed from the Executive’s estate or legal representative), as the case may be, in one cash payment within 60 days after Commencement Date through the Date of Termination, the sum of the following amounts: (a) any portion of the Base Salary that has been average annual cash bonus so earned through the Date of Termination but not paid to by the Executive as for the number of full fiscal years elapsed from the Commencement Date through the Date of Termination; (b) any accrued but unpaid cash incentive compensation earned or, if no full fiscal years have elapsed during such period, the Executive's target annual bonus for any year prior to the year in which the Date of Termination occurs andoccurs) (such sum of (I) and (II), the "Severance Payment") and (y) one and one-half (1.5), paid in installments at such times as Executive would normally receive payroll checks as though employed by the Company through the severance payment period. (iii) provide for the full vesting of any equity incentive awards then held by the Executive to the extent required to be paid under the terms of the Company policy in effect from time to time and applicable law, any accrued but unpaid vacation pay unvested as of the Date of Termination; and . (civ) an amount representing the cash incentive compensation opportunity awarded pay to the Executive a pro rata portion to the Date of Termination of the value of the Executive's bonus for the fiscal year in which the Date of Termination occurs equal to under the amount of cash incentive compensation earned Annual Incentive Bonus Plan (or any successor or substitute bonus plan), calculated by multiplying the award that the Executive would have earned on the last day of such fiscal year, assuming achievement at target level of all performance goals established with respect to the prior fiscal year multiplied such bonus, by a fraction, the numerator of which is the number of days in elapsed from the commencement of the fiscal year in which occurs the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 (the total number "Pro Rata Bonus"). (v) for a period of days one (1) year in such fiscal year the case of the Executive's death or two (such amounts 2) years in clauses (a)the case of the Executive's Disability, (b)provide the Executive with an opportunity to elect continued coverage under the Company's group health plans in accordance with Section 4980B of the Internal Revenue Code of 1986, and (c)the Company shall bear the cost of such coverage; provided, the “Accrued Obligations”). Notwithstanding herein anything to the contraryhowever, that, in the case of a Termination by reason of Disability or deathDisability, the Executive (in the case of Disability) and his dependents shall have health insurance paid for by the Company for a one-year period after the Date of Termination. In the event of Termination under this Section 7.1, all other benefits, payments or compensation to be provided benefits otherwise due to the Executive hereunder pursuant to this Section 9(a)(v) shall terminate, but be reduced to the extent benefits of the same type are received by or made available to the Executive shall be entitled to any benefits accrued and earned in accordance with during the terms of any applicable benefit plans and programs of the Company and, as set forth in Section 4.3, any Restrictions with respect to any Units outstanding and held Benefit Coverage Period by the Executive on the Date of Termination shall terminate as of the Date of Termination, and all such Units shall be fully vested, in the case of any options to purchase Units, exercisable and, shall remain in effect and exercisable through the end of their respective terms, without regard to the Terminationa subsequent employer ("Health Benefit Coverage").

Disability; Death. If during the Term of Employment the Executive’s employment is shall be terminated by reason of his the Company due the Executive’s Disability pursuant to Section 4(a), or death during due to the Contract PeriodExecutive’s Death pursuant to Section 4(b), the Company shall pay to the Executive (or his estate, as applicable) (i) his accrued but unpaid Base Salary and accrued but unused vacation time up to the date of termination (the “Accrued Obligations”); (ii) an amount equal to one (1) year of the Executive’s designated beneficiaries (or, if there is no beneficiary, to Base Salary at the rate in effect as of the effective date of the Executive’s estate or legal representativetermination of employment (the “Termination Date”); (iii) the Bonus, as if any, that the case may be, in one cash payment within 60 days after Executive would have received had he remained employed with the Date of Termination, the sum of the following amounts: (a) any portion of the Base Salary that has been earned Company through the Date of Termination but not paid to the Executive as of the Date of Termination; (b) any accrued but unpaid cash incentive compensation earned for any year prior to the year in which the Date of Termination occurs andExpiration Date, to the extent required to be paid under the terms of the Company policy in effect from time to time and applicable law, any accrued but unpaid vacation pay as of the Date of Termination; and (c) an amount representing the cash incentive compensation opportunity awarded to the Executive for the fiscal year in which the Date of Termination occurs equal to the amount of cash incentive compensation earned by the Executive with respect to the prior fiscal year multiplied by a fraction, the numerator of which is the number of days Executive was actually employed in the fiscal year in which the year of the Termination Date of Termination occurs through the Date of Termination, and the denominator of which is 365 (the total number of days in such “Pro-Rated Bonus”), provided that the Company and/or the Executive have met the performance objectives under the applicable plan, as determined by the Company; (iv) any unpaid Bonus from the prior fiscal year (such amounts in clauses the “Prior Year Bonus”); (a)v) the Special Bonus, if unpaid, (btogether with the Pro-Rated Bonus and the Prior Year Bonus referred to collectively as the “Bonus Payments”), ; and (c), the “Accrued Obligations”). Notwithstanding herein anything to the contrary, vi) in the case of a termination due to Executive’s Disability, if Executive timely elects to continue his health and/or dental insurance coverage pursuant to COBRA, that portion of the COBRA premium that it would pay if Executive were an active employee with the same type of coverage (the “COBRA Premiums”), for a period of one (1) year from the Termination by reason of Disability Date (or deathif earlier, the date Executive is eligible for comparable coverage with a subsequent employer). The foregoing amounts (with the exception of the COBRA Premiums, which shall be paid by the Company to the insurance carriers) shall be paid in a lump-sum on the case of Disability) and his dependents first regularly scheduled payroll date following the Termination Date. Thereafter the Company shall have health insurance no further obligation to the Executive under this Agreement. Any amounts paid for by the Company for a one-year period after the Date of Termination. In the event of Termination COBRA Premiums under this Agreement shall be recorded as additional income pursuant to Section 7.16041 of the Code, all other benefits, payments or compensation to be provided to the Executive hereunder and shall terminate, but the Executive shall not be entitled to any benefits accrued and earned in accordance with the terms of any applicable benefit plans and programs of the Company and, as set forth in Section 4.3, any Restrictions with respect to any Units outstanding and held by the Executive on the Date of Termination shall terminate as of the Date of Termination, and all such Units shall be fully vested, in the case of any options to purchase Units, exercisable and, shall remain in effect and exercisable through the end of their respective terms, without regard to the Terminationtax qualified treatment.

Disability; Death. If During any period that Executive fails to perform his duties hereunder as a result of a Disability, Executive shall continue to be entitled to receive his full Base Salary as set forth (and subject to the conditions) in Section 5(a) and his full Bonus as set forth (and subject to the conditions) in Section 5(b) until his employment is terminated pursuant to Section 6(b) or otherwise as provided herein. In addition, if on or after the Effective Date Executive’s employment is terminated by reason for Disability pursuant to Section 6(b) or due to Executive’s death pursuant to Section 6(a), then the following shall apply. (i) The Company (A) as soon as practicable following the Date of his Disability or death during the Contract Period, the Company Termination shall pay to the Executive or the Executive’s designated beneficiaries (or, if there is no beneficiary, to the Executive’s estate or legal representative)his estate, as the case may be, in one cash a lump sum payment within 60 days after the Date of Termination, the sum of the following amounts: (a) any portion of the equal to his unpaid Base Salary that has been earned and, subject to Company policy, accrued vacation pay through the Date of Termination but not paid and (B) subject to the Qualifying Conditions, from and after the Entitlement Commencement Date continue to pay (retroactively from the Date of Termination) to Executive or his estate, as the case may be, his continued Base Salary through the earlier to occur of (I) the one hundred and twentieth (120th) day following the Date of Termination or (II) the End of Term Date. (ii) Subject to the Qualifying Conditions, on the Entitlement Commencement Date, such unvested portion of any Bonus Award Restricted Stock that would have vested during the ninety (90) day period following the Date of Termination if employment had continued for such ninety (90) day period shall fully vest. (iii) Subject to the Qualifying Conditions, on the Entitlement Commencement Date, a percentage of the Hire Award Restricted Stock shall vest equal to (A) the percentage of the time period from the Effective Date through the last scheduled vesting date for the Hire Award Restricted Stock that had elapsed as of the Date of Termination less (B) the percentage of the Hire Award Restricted Stock that had otherwise vested as of the Date of Termination; . (biv) any accrued but unpaid cash incentive compensation earned for any year prior to the year in which If the Date of Termination occurs and, occurred prior to the extent required to be paid under the terms end of the Company policy Performance Period (as defined in effect from time Exhibit A attached hereto) for the LTIP, then, subject to time the Qualifying Conditions, on the Entitlement Commencement Date, Executive shall be entitled to receive the Pro Rata Percentage (as hereinafter defined) of the number of shares of the Company’s common stock that Executive would have been entitled to receive pursuant to the LTIP if the Performance Period had ended on the Date of Termination and applicable lawperformance was measured based on the level of achievement of the LTIP Components set forth in Exhibit A attached hereto, any accrued but unpaid vacation pay which shares shall be fully vested upon grant. As used in this Section 8(a), “Pro Rata Percentage” means the percentage of the Performance Period that had elapsed as of the Date of Termination; and (c) an amount representing the cash incentive compensation opportunity awarded to the Executive for the fiscal year in which the Date of Termination occurs equal to the amount of cash incentive compensation earned by the Executive with respect to the prior fiscal year multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is the total number of days in such fiscal year (such amounts in clauses (a), (b), and (c), the “Accrued Obligations”). Notwithstanding herein anything to the contrary, in the case of a Termination by reason of Disability or death, the Executive (in the case of Disability) and his dependents shall have health insurance paid for by the Company for a one-year period after the Date of Termination. In the event of Termination under this Section 7.1, all other benefits, payments or compensation to be provided to the Executive hereunder shall terminate, but the Executive shall be entitled to any benefits accrued and earned in accordance with the terms of any applicable benefit plans and programs of the Company and, as set forth in Section 4.3, any Restrictions with respect to any Units outstanding and held by the Executive on the Date of Termination shall terminate as of the Date of Termination, and all such Units shall be fully vested, in the case of any options to purchase Units, exercisable and, shall remain in effect and exercisable through the end of their respective terms, without regard to the Termination.

Disability; Death. If during the Term of Employment the Executive’s employment is shall be terminated by reason of his the Company due the Executive’s Disability pursuant to Section 4(a), or death during due to the Contract PeriodExecutive’s Death pursuant to Section 4(b), the Company shall pay to the Executive (or his estate, as applicable) (i) his accrued but unpaid Base Salary and accrued but unused vacation time up to the date of termination, plus any unreimbursed business expenses (the “Accrued Obligations”); (ii) an amount equal to one (1) year of the Executive’s designated beneficiaries (or, if there is no beneficiary, to Base Salary at the rate in effect as of the effective date of the Executive’s estate or legal representativetermination of employment (the “Termination Date”), as but not lower than his Base Salary pursuant to Section 3(a); (iii) the case may be, in one cash payment within 60 days after Bonus that the Date of Termination, Executive would have received had he remained employed with the sum Company through the end of the following amounts: (a) any portion of the Base Salary that has been earned through the Date of Termination but not paid to the Executive as of the Date of Termination; (b) any accrued but unpaid cash incentive compensation earned for any year prior to the year in which the Date of Termination occurs andfiscal year, to the extent required to be paid under the terms of the Company policy in effect from time to time and applicable law, any accrued but unpaid vacation pay as of the Date of Termination; and (c) an amount representing the cash incentive compensation opportunity awarded to the Executive for the fiscal year in which the Date of Termination occurs equal to the amount of cash incentive compensation earned by the Executive with respect to the prior fiscal year multiplied by a fraction, the numerator of which is the number of days Executive was actually employed in the fiscal year in which the year of the Termination Date of Termination occurs through the Date of Termination, and the denominator of which is 365, calculated based on one hundred percent (100%) of Executive’s Base Salary at the total number rate in effect as of days in the Termination Date, provided, that for fiscal year ending December 31, 2013, such Bonus shall be calculated based on the greater of the foregoing or the highest bonus paid to any employee of the Company (including its subsidiaries) (the “Pro-Rated Bonus”); (iv) any unpaid Bonus from the prior fiscal year (such amounts in clauses the “Prior Year Bonus”); (a)v) the Special Bonus, if unpaid, (btogether with the Pro-Rated Bonus and the Prior Year Bonus referred to collectively as the “Bonus Payments”), ; and (c), the “Accrued Obligations”). Notwithstanding herein anything to the contrary, vi) in the case of a termination due to Executive’s Disability, if Executive timely elects to continue his health and/or dental insurance coverage pursuant to COBRA, that portion of the COBRA premium that it would pay if Executive were an active employee with the same type of coverage (the “COBRA Premiums”), for a period of one (1) year from the Termination by reason of Disability Date (or deathif earlier, the date Executive is eligible for comparable coverage with a subsequent employer). The foregoing amounts (with the exception of the COBRA Premiums, which shall be paid by the Company to the insurance carriers) shall be paid in a lump-sum on the case of Disability) and his dependents first regularly scheduled payroll date following the Termination Date. Thereafter the Company shall have health insurance no further obligation to the Executive under this Agreement. Any amounts paid for by the Company for a one-year period after the Date of Termination. In the event of Termination COBRA Premiums under this Agreement shall be recorded as additional income pursuant to Section 7.16041 of the Code, all other benefits, payments or compensation to be provided to the Executive hereunder and shall terminate, but the Executive shall not be entitled to any benefits accrued and earned in accordance with the terms of any applicable benefit plans and programs of the Company and, as set forth in Section 4.3, any Restrictions with respect to any Units outstanding and held by the Executive on the Date of Termination shall terminate as of the Date of Termination, and all such Units shall be fully vested, in the case of any options to purchase Units, exercisable and, shall remain in effect and exercisable through the end of their respective terms, without regard to the Terminationtax qualified treatment.

Disability; Death. If during the Term of Employment the Executive’s employment is shall be terminated by reason of his the Company due the Executive’s Disability pursuant to Section 4(a), or death during due to the Contract PeriodExecutive’s Death pursuant to Section 4(b), the Company shall pay to the Executive (or his estate, as applicable) (i) his accrued but unpaid Base Salary and accrued but unused vacation time up to the date of termination, plus any unreimbursed business expenses (the “Accrued Obligations”); (ii) an amount equal to one (1) year of the Executive’s designated beneficiaries (or, if there is no beneficiary, to Base Salary at the rate in effect as of the effective date of the Executive’s estate or legal representativetermination of employment (the “Termination Date”), as but not lower than his Base Salary pursuant to Section 3(a); (iii) the case may be, in one cash payment within 60 days after Bonus that the Date of Termination, Executive would have received had he remained employed with the sum Company through the end of the following amounts: (a) any portion of the Base Salary that has been earned through the Date of Termination but not paid to the Executive as of the Date of Termination; (b) any accrued but unpaid cash incentive compensation earned for any year prior to the year in which the Date of Termination occurs andfiscal year, to the extent required to be paid under the terms of the Company policy in effect from time to time and applicable law, any accrued but unpaid vacation pay as of the Date of Termination; and (c) an amount representing the cash incentive compensation opportunity awarded to the Executive for the fiscal year in which the Date of Termination occurs equal to the amount of cash incentive compensation earned by the Executive with respect to the prior fiscal year multiplied by a fraction, the numerator of which is the number of days Executive was actually employed in the fiscal year in which the year of the Termination Date of Termination occurs through the Date of Termination, and the denominator of which is 365, calculated based on fifty percent (50%) of Executive’s Base Salary at the total number rate in effect as of days in the Termination Date, provided, that for fiscal year ending December 31, 2013, such Bonus shall be calculated based on the greater of the foregoing or the second highest bonus paid to any employee of the Company (including its subsidiaries) (the “Pro-Rated Bonus”); (iv) any unpaid Bonus from the prior fiscal year (such amounts in clauses the “Prior Year Bonus”); (a)v) the Special Bonus, if unpaid, (btogether with the Pro-Rated Bonus and the Prior Year Bonus referred to collectively as the “Bonus Payments”), ; and (c), the “Accrued Obligations”). Notwithstanding herein anything to the contrary, vi) in the case of a termination due to Executive’s Disability, if Executive timely elects to continue his health and/or dental insurance coverage pursuant to COBRA, that portion of the COBRA premium that it would pay if Executive were an active employee with the same type of coverage (the “COBRA Premiums”), for a period of one (1) year from the Termination by reason of Disability Date (or deathif earlier, the date Executive is eligible for comparable coverage with a subsequent employer). The foregoing amounts (with the exception of the COBRA Premiums, which shall be paid by the Company to the insurance carriers) shall be paid in a lump-sum on the case of Disability) and his dependents first regularly scheduled payroll date following the Termination Date. Thereafter the Company shall have health insurance no further obligation to the Executive under this Agreement. Any amounts paid for by the Company for a one-year period after the Date of Termination. In the event of Termination COBRA Premiums under this Agreement shall be recorded as additional income pursuant to Section 7.16041 of the Code, all other benefits, payments or compensation to be provided to the Executive hereunder and shall terminate, but the Executive shall not be entitled to any benefits accrued and earned in accordance with the terms of any applicable benefit plans and programs of the Company and, as set forth in Section 4.3, any Restrictions with respect to any Units outstanding and held by the Executive on the Date of Termination shall terminate as of the Date of Termination, and all such Units shall be fully vested, in the case of any options to purchase Units, exercisable and, shall remain in effect and exercisable through the end of their respective terms, without regard to the Terminationtax qualified treatment.

Disability; Death. If the Executive’s employment is terminated by reason of his Disability or death during the Contract Period, the Company shall pay to the Executive or the Executive’s designated beneficiaries (or, if there is no beneficiary, to the Executive’s estate or legal representative), as the case may be, in one cash payment within 60 days after the Date of Termination, the sum of the following amounts: (a) any portion of the Base Salary that has been earned through the Date of Termination but not paid to the Executive as of the Date of Termination; (b) any accrued but unpaid cash incentive compensation earned for any year prior to the year in which the Date of Termination occurs and, to the extent required to be paid under the terms of the Company policy in effect effect, from time to time and applicable law, any accrued but unpaid vacation pay as of the Date of Termination; and (c) an amount representing the cash incentive compensation opportunity awarded to the Executive for the fiscal year in which the Date of Termination occurs equal to the amount of cash incentive compensation earned by the Executive with respect to the prior fiscal year multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is the total number of days in such fiscal year (such amounts in clauses (a), (b), and (c), the “Accrued Obligations”). Notwithstanding herein anything to the contrary, in the case of a Termination by reason of Disability or death, the Executive (in the case of Disability) and his dependents shall have health insurance paid for by the Company for a one-year period after the Date of Termination. In the event of Termination under this Section 7.1, all other benefits, payments or compensation to be provided to the Executive hereunder shall terminate, but the Executive shall be entitled to any benefits accrued and earned in accordance with the terms of any applicable benefit plans and programs of the Company and, as set forth in Section 4.3, any Restrictions with respect to any Units outstanding and held by the Executive on the Date of Termination shall terminate as of the Date of Termination, and all such Units shall be fully vested, in the case of any options to purchase Units, exercisable and, shall remain in effect and exercisable through the end of their respective terms, without regard to the Termination.

Disability; Death. (a) If, as the result of any disability the Executive shall have been unable to perform his material duties for a period of 180 consecutive days, the Company may, by notice to the Executive, terminate his employment under this agreement as of the date of the notice. If the Executive’s 's employment is terminated pursuant to this Section 5.1(a), the Executive shall be entitled to receive, in full discharge of all obligations of the Company to the Executive under this agreement, (i) the Executive's unpaid salary under Section 3.1 through the date of termination, (ii) payment of a pro rata part of his incentive compensation under Section 3.2 for the year of termination based on the number of months the Executive was employed during that year as if the Company had performed at target for that year, (iii) any amounts in the Executive Plans in which Executive is vested at the date of termination, (iv) continuing participation in the Company's health plans at the same benefit level at which he, his spouse and his covered dependents participated immediately before the termination of his employment for a period of at least one year after such termination, and, thereafter, for such additional period as may be available under COBRA and any other benefits to which Executive is entitled or continues to be entitled pursuant to the policies, programs or plans comprising the fringe benefits referenced to in Section 4.2, and (v) accelerated vesting of the ▇▇▇▇-▇▇▇▇▇ and SOFTBANK Options that would be vested within one year of the date of termination. (b) The Executive's employment shall automatically terminate upon the date of his death. If the Executive's employment is terminated by reason of his Disability or death during the Contract Period, the Company shall pay to the Executive or the Executive’s designated beneficiaries (or, if there is no beneficiary, to the Executive’s estate or legal representative), as the case may be, in one cash payment within 60 days after the Date of Termination, the sum of the following amounts: (a) any portion of the Base Salary that has been earned through the Date of Termination but not paid to the Executive as of the Date of Termination; (b) any accrued but unpaid cash incentive compensation earned for any year prior to the year in which the Date of Termination occurs and, to the extent required to be paid under the terms of the Company policy in effect from time to time and applicable law, any accrued but unpaid vacation pay as of the Date of Termination; and (c) an amount representing the cash incentive compensation opportunity awarded to the Executive for the fiscal year in which the Date of Termination occurs equal to the amount of cash incentive compensation earned by the Executive with respect to the prior fiscal year multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is the total number of days in such fiscal year (such amounts in clauses (a), (b), and (c), the “Accrued Obligations”). Notwithstanding herein anything to the contrary, in the case of a Termination by reason of Disability or death, the Executive (in the case of Disability) and his dependents shall have health insurance paid for by the Company for a one-year period after the Date of Termination. In the event of Termination under this Section 7.1, all other benefits, payments or compensation to be provided to the Executive hereunder shall terminate, but the Executive Executive's estate shall be entitled to any benefits accrued and earned receive, in accordance with the terms full discharge of any applicable benefit plans and programs all obligations of the Company to the Executive under this agreement, (i) the Executive's unpaid salary under Section 3.1 through the date of termination, (ii) payment of a pro rata portion of his incentive compensation under Section 3.2 for the year of termination based on the number of months the Executive was employed during that year as if the Company had performed at target for that year, (iii) continuing participation in the Company's health plans for the Executive's spouse and covered dependants at the same benefit level at which they participated immediately before his death for a period of at least one year after his death, and, thereafter, for such additional period as set forth may be available under COBRA, (iv) any amounts in Section 4.3, any Restrictions with respect to any Units outstanding and held by the Executive on Plans in which the Date Executive is vested at the date of Termination shall terminate as termination, and (v) accelerated vesting of the Date ▇▇▇▇-▇▇▇▇▇ and SOFTBANK Options that would be vested within one year of Termination, and all such Units shall be fully vested, in the case date of any options to purchase Units, exercisable and, shall remain in effect and exercisable through the end of their respective terms, without regard to the Terminationtermination.

Disability; Death. If During any period that the Executive’s Executive fails to perform his duties hereunder as a result of his Disability, the Executive shall continue to receive his full Base Salary at the rate in effect at the beginning of such period and continue as a participant in all compensation and benefit plans in which the Executive was participating pursuant to Sections 5(b) and 5(d) until his employment is terminated by reason pursuant to Section 7(a) or Section 7(b). Following the termination of his the Executive's employment due to Disability or death during the Contract Perioddeath, the Company shall NLASCO shall: (i) pay to the Executive or any accrued but unused vacation pay (the Executive’s designated beneficiaries "Unpaid Vacation Amounts"); (or, if there is no beneficiary, ii) pay to the Executive’s estate or legal representative), as the case may be, in one cash payment within 60 days after the Date of Termination, Executive an amount equal to the sum of (I) the following amounts: (a) any portion of the Executive's then current Base Salary that has been earned through and (II) the Executive's pro rata portion to the Date of Termination but not paid to the Executive as of the Date of Termination; (b) any accrued but unpaid cash incentive compensation earned for any year prior to the year in which the Date of Termination occurs and, to the extent required to be paid under the terms value of the Company policy in effect from time to time and applicable law, any accrued but unpaid vacation pay as of the Date of Termination; and (c) an amount representing the cash incentive compensation opportunity awarded to the Executive Executive's bonus for the fiscal year in which the Date of Termination occurs equal to (such sum of (I) and (II), the amount "Severance Payment"), paid in installments at such times as Executive would normally receive payroll checks as though employed by NLASCO through the severance payment period; (iii) provide for the full vesting of cash any equity incentive compensation earned awards then held by the Executive to the extent unvested as of the Date of Termination; (iv) pay to the Executive a pro rata portion to the Date of Termination of the value of the Executive's bonus for the fiscal year in which the Date of Termination occurs under an annual incentive bonus plan adopted by NLASCO (or any successor or substitute bonus plan thereto), calculated by multiplying the award that the Executive would have earned on the last day of such fiscal year, assuming achievement at target level of all performance goals established with respect to the prior fiscal year multiplied such bonus, by a fraction, the numerator of which is the number of days in elapsed from the commencement of the fiscal year in which occurs the Date of Termination occurs through and the denominator of which is 365 (the "Pro Rata Bonus"); and (v) for a period of one (1) year (the "Benefit Coverage Period") in the case of the Executive's death or Disability, provide the Executive with COBRA benefits for the equivalent medical and dental benefit coverage received by the Executive at the Date of Termination, and NLASCO shall bear the denominator cost of which is the total number of days in such fiscal year (such amounts in clauses (a)coverage; provided, (b)however, and (c), the “Accrued Obligations”). Notwithstanding herein anything to the contrarythat, in the case of a Termination by reason of Disability or deathDisability, the Executive (in the case of Disability) and his dependents shall have health insurance paid for by the Company for a one-year period after the Date of Termination. In the event of Termination under this Section 7.1, all other benefits, payments or compensation to be provided benefits otherwise due to the Executive hereunder pursuant to this Section 9(a)(v) shall terminate, but be reduced to the extent benefits of the same type are received by or made available to the Executive shall be entitled to any benefits accrued and earned in accordance with during the terms of any applicable benefit plans and programs of the Company and, as set forth in Section 4.3, any Restrictions with respect to any Units outstanding and held Benefit Coverage Period by the Executive on the Date of Termination shall terminate as of the Date of Termination, and all such Units shall be fully vested, in the case of any options to purchase Units, exercisable and, shall remain in effect and exercisable through the end of their respective terms, without regard to the Terminationa subsequent employer ("Health Benefit Coverage").

Disability; Death. If During any period that Executive fails to perform his duties hereunder as a result of a Disability, Executive shall continue to be entitled to receive his full Base Salary as set forth (and subject to the conditions) in Section 5(a) above and his full Bonus as set forth (and subject to the conditions) in Section 5(b) above until his employment is terminated pursuant to Section 6(b) above or otherwise as provided herein. In addition, if on or after the Effective Date Executive’s employment is terminated by reason of his for Disability pursuant to Section 6(b) above or due to Executive’s death during pursuant to Section 6(a) above, then the Contract Period, the following shall apply. (i) The Company shall (A) as soon as practicable following the Date of Termination pay to the Executive or the Executive’s designated beneficiaries (or, if there is no beneficiary, to the Executive’s estate or legal representative)his estate, as the case may be, in one cash a lump sum payment within 60 days after the Date of Termination, the sum of the following amounts: (a) any portion of the equal to his unpaid Base Salary that has been earned and, subject to Company policy, accrued vacation pay through the Date of Termination but not paid and (B) subject to the Qualifying Conditions, from and after the Entitlement Commencement Date continue to pay (retroactively from the Date of Termination) to Executive or his estate, as the case may be, his Base Salary through the earlier to occur of (I) the one hundred and twentieth (120th) day following the Date of Termination or (II) the End of Term Date. (ii) Subject to the Qualifying Conditions, on the Entitlement Commencement Date all unvested stock options granted to Executive that would have vested during the 90-day period following the Date of Termination and in any event on or prior to the End of Term Date shall fully vest. (iii) Subject to the Qualifying Conditions, on the Entitlement Commencement Date, a percentage of the Restricted Stock shall vest equal to (A) the percentage of the time period from the Effective Date through the scheduled vesting date for the Restricted Stock that had elapsed as of the Date of Termination less (B) the percentage of the Restricted Stock that had otherwise vested as of the Date of Termination; . (biv) any accrued but unpaid cash incentive compensation earned for any year All other unvested stock options and unvested shares of the Company’s restricted stock granted to Executive prior to the year in which the Date of Termination occurs will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company. (v) Subject to the extent required to be paid under Qualifying Conditions, during the terms 90-day period following the Date of Termination or, if earlier, through the End of Term Date, the Company policy shall maintain in full force and effect, for the continued benefit of Executive (if his employment is terminated for Disability) and Executive’s spouse and dependents (subject to their qualifying therefor) the medical, hospitalization, dental and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect from time and upon substantially the same terms and conditions (including, without limitation, contributions required by Executive for such benefits) as existed immediately prior to time and applicable law, any accrued but unpaid vacation pay as of the Date of Termination; and provided, that, if Executive, his spouse or his dependents (csubject to their qualifying therefor) an amount representing cannot continue to participate in the cash incentive compensation opportunity awarded Company programs providing such benefits, the Company shall (subject to the next following sentence) arrange to provide Executive (if his employment is terminated for Disability) and Executive’s spouse and dependents (subject to their qualifying therefor) with the fiscal year economic equivalent of such benefits that they otherwise would have been entitled to receive under such plans and programs. The Company shall only be obligated to pay or incur an aggregate amount up to $30,000 per annum (pro rated for any period less than a year) in which so arranging to provide Executive (if his employment is terminated for Disability) and Executive’s spouse and dependents (subject to their qualifying therefor) with the Date economic equivalent of Termination occurs equal such benefits that they otherwise would have been entitled to receive under such plans and programs. (vi) The Company shall reimburse Executive or his estate, as the amount of cash incentive compensation earned case may be, pursuant to Section 5(d) above, for reasonable expenses incurred by the Executive with respect Executive, but not reimbursed, prior to the prior fiscal year multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is the total number of days in such fiscal year . (such amounts in clauses (a), (b), and (c), the “Accrued Obligations”). Notwithstanding herein anything to the contrary, in the case of a Termination by reason of Disability vii) Executive or death, the Executive (in the case of Disability) and his dependents shall have health insurance paid for by the Company for a one-year period after the Date of Termination. In the event of Termination under this Section 7.1, all other benefits, payments estate or compensation to be provided to the Executive hereunder shall terminate, but the Executive named beneficiaries shall be entitled to any such other rights, compensation and/or benefits accrued and earned as may be due to Executive or his estate or named beneficiaries in accordance with the terms and provisions of any applicable benefit other agreements, plans and or programs of the Company and(provided, as set forth in Section 4.3however, that, to the extent that any Restrictions such agreement, plan or program makes provision with respect to any Units outstanding and held by the Executive on the Date of Termination shall terminate as of the Date of Termination, and all such Units shall be fully vested, matters referred to in the case foregoing clauses (i) through (vi), the provisions of any options to purchase Units, exercisable and, such clauses shall remain in effect supersede and exercisable through the end of their respective terms, without regard to the Terminationgovern).