Common use of Disability or Death Clause in Contracts

Disability or Death. Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. Upon termination of Executive’s employment hereunder for either death or Disability, Executive or Executive’s estate, as applicable, shall be entitled to receive: (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company KRATON if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”); provided that a termination on the basis of a Disability must occur within 90 days of the date when Executive is subject to termination due to Disability. Any question as to the existence of the Disability of Executive as to which Executive and the Company KRATON cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the CompanyKRATON. If Executive and the Company KRATON cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) at the times set forth in Section 7(a)(iii) hereof, the Accrued RightsObligations; (iiB) a pro rata portion of Executive’s target any Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable that Executive would have been entitled to receive pursuant to Section 4 as if Executive’s employment had not terminated; provided, hereof in such year based upon the event percentage of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on fiscal year that shall have elapsed through the date of Executive’s terminationtermination of employment, or (B) one-half of the aggregate amount of Base Salary that Executive payable when such Annual Bonus would have received otherwise been payable had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of employment not terminated. Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b7(b)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions in the nature of this Agreement under which future benefits may be provided, under any other agreements as referenced above severance or termination pay or in Section 5 and any Long Term Incentive compensation programconnection with the termination of his employment.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (iiB) any Annual Bonus otherwise earned, but unpaid, as of the date of termination for the immediately preceding fiscal year, payable when such Annual Bonus would have otherwise been payable to Executive had his employment not terminated; and (C) a pro rata portion of Executive’s target the Annual Bonus for the fiscal year in which Executive’s termination occursBonus, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12if any, payable that Executive would have been entitled to receive pursuant to Section 4 as if Executive’s employment had not terminated; provided, hereof in such year based upon the event percentage of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on fiscal year that shall have elapsed through the date of Executive’s terminationtermination of employment (the “Pro-Rata Bonus”), or (B) one-half of the aggregate amount of Base Salary that Executive payable when such Annual Bonus would have received otherwise been payable to Executive had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of his employment not terminated. Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b8(b)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six nine (9) consecutive months or for an aggregate of nine twelve (12) months in any twenty-four eighteen (18) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. the Agreement and any other agreement between any Company and Executive that incorporates the definition of “Disability”. (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (iiB) a pro rata portion of Executive’s target any Annual Bonus for the fiscal year in which Executive’s termination occursBonus, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12if any, payable that Executive would have been entitled to receive pursuant to Section 4 as if Executive’s employment had not terminated; provided, hereof in such year based upon the event percentage of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on fiscal year that shall have elapsed through the date of Executive’s terminationtermination of employment, or (B) one-half of the aggregate amount of Base Salary that Executive payable when such Annual Bonus would have received otherwise been payable to Executive pursuant to Section 4 had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death employment not terminated; and (C) vesting of any equity-based awards then held by Executive with respect to the Company or termination on account of Disability; providedits affiliates as, and to the extent, described in the event of definitive documentation related to such awards. Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b7(b)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. During any period that the Executive fails ------------------- to perform his duties hereunder as a result of incapacity due to physical or mental illness, the Executive shall continue to receive his Annual Base Salary at the rate in effect at the commencement of any such period until his employment is terminated pursuant to Paragraph 6(a) hereof, together with the average prorata bonus payable pursuant to Paragraph 3(b). If the Executive’s 's employment hereunder shall terminate upon Executive’s death and may be terminated by reason of the Executive's death, the Annual Base Salary together with the average prorata bonus payable pursuant to Paragraph 3(b) which has accrued through the Date of Termination shall be paid to the Executive's estate or personal representative. Following termination pursuant to Paragraph 6(a) or Paragraph 6(b) hereof, the Company if Executive becomes physically will pay to the Executive, his estate or mentally incapacitated and is therefore unable personal representative 2.99 times the Executive's Total Compensation (as defined below) for a period of six consecutive months or for an aggregate of nine months in any twentythe immediately preceding twelve-four consecutive month period to perform Executive’s duties and including the date of termination. "Total Compensation" shall mean compensation of any nature and from any source, including, without limitation, (such incapacity is hereinafter referred to as “Disability”i) Annual Base Salary, (ii) bonus awards (whether cash or noncash). Any question as , (iii) the fair market value of any common shares or other shares of capital stock, stock options or other equity based compensation awarded to the existence of Executive during the Disability of Executive as relevant twelve (12) month period, whether or not vested, restricted or subject to forfeiture (the fair market value which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and as of the Company. If Executive and the Company cannot agree date of grant without taking into consideration any provisions as to a qualified independent physicianvesting or forfeiture or provisions as to restriction on transfer) and (iv) all perquisites paid, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writingawarded or otherwise available to the Executive during the relevant period. The determination of Disability by such physician made in writing to the Company and Executive aforesaid amount shall be final and conclusive for all purposes payable, at the option of this Agreement. Upon termination of the Executive’s employment hereunder for , his estate or personal representative, either death or Disability, Executive or Executive’s estate, as applicable, shall be entitled to receive: (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, full immediately upon such termination or (B) onesemi-half monthly over the remainder of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h)Period. (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by (a) If, during the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes Term of this Agreement. Upon termination of Executive’s employment hereunder for either death or Disability, Executive becomes disabled or Executive’s estateincapacitated as determined under the Company's Long Term Disability Policy ("Permanently Disabled"), the Company shall have the right at any time thereafter, so long as applicableExecutive is then still Permanently Disabled, to terminate this Agreement. If the Company elects to terminate this Agreement by reason of Executive becoming Permanently Disabled, the Company, for the unexpired Term of this Agreement, shall be entitled (whether or not such benefits are covered under the Company's Long Term Disability Policy), continue to receivepay: (i) the Accrued Rights; to Executive, sixty percent (ii60%) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s his Base Salary as (through insurance or otherwise) at the rate in effect on the date of Executive’s such termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified such payments to be made as set forth in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, 4; (ii) in the event of Executive’s 's death after such termination on account of for Permanent Disability, Executive has executed then to the persons and delivered in the manner set forth in subparagraph (and not revokedc) of this Section 6, an amount per annum equal to sixty percent (60%) of Executive's Base Salary at the Release within rate in effect on the time period specified date this Agreement is terminated by the Company, such payments to be made as set forth in Section 12(h)4; or (iii) if, and so long as, the Company does not elect to terminate this Agreement as a result of Executive's Permanent Disability, this Agreement shall continue in full force and effect and Executive shall be entitled to all benefits including compensation as set forth herein. (ivb) Following such termination of Executive’s employment andIf Executive dies during the Term, if requiredthis Agreement shall automatically terminate, payment of and the amounts Company shall pay to the persons set forth in Subparagraph (c) of this Section 8(b6, all accrued but unpaid salary, bonus (calculated for the then current year prorated up to the date of death), neither Executive nor Executive’s estatebenefits and other amounts, as applicablerequired by law. (c) Any payments to be made pursuant to subparagraph (a) or (b) of this Section 6 to persons other than Executive in the event of the death of Executive shall be made to Executive's designated beneficiaries or, if no such designation has been made and Executive's spouse survives Executive, then the payments shall be made to Executive's spouse, and if such spouse subsequently dies before all such payments are made, the remaining payments shall be made to the estate of Executive's spouse. If Executive is not survived by a spouse, then the payments shall be made among Executive's issue who survive Executive, PER STIRPES, and if any individual who is issue of Executive and who as of the date of death of Executive is entitled to receive payments dies after Executive's death, the payments which such issue would have been entitled to receive shall be made to his or her estate. If at the date of Executive's death Executive is not survived by any further rights to any compensation spouse, or any other benefits under this Agreementissue, except as set forth under provisions of this Agreement under which future benefits may then the payments shall be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation programmade to Executive's estate.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and may be terminated by the Company upon fifteen (15) days prior written notice to Executive if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. Upon . (ii) Subject to reduction by the present value of any other cash severance or cash termination benefits payable to Executive under any other plans, programs or arrangements of the Company or its affiliates, including, but not limited to, the Management Retention Agreement, upon termination of Executive’s 's employment hereunder for either death or Disability, Executive or Executive’s estate, 's estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights;; and (iiB) a pro rata portion of Executive’s target any Annual Bonus for the fiscal year in which Executive’s termination occursBonus, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12if any, payable that Executive would have been entitled to receive pursuant to Section 4 as if Executive’s employment had not terminated; provided, hereof in the event of Executive’s termination on account of Disability, Executive has executed and delivered such year based upon (and not revokedi) the Release (as hereinafter defined) within percentage of the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on fiscal year that shall have elapsed through the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such 's termination of Executive’s employment and, if required, and (ii) to the extent payment of the amounts Annual Bonus is based upon subjective individual performance criteria, based upon the actual performance of Executive during the portion of such fiscal year that Executive was employed by the Company prior to such death or Disability, payable when such Annual Bonus would have otherwise been payable had Executive's employment not terminated. Following Executive's termination of employment due to death or Disability, except as set forth in this Section 8(b)7(b)(ii) or in the Collateral Documents, neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. Executive’s employment hereunder The Employment Term and this Agreement shall terminate immediately upon ExecutiveEmployee’s death and may be terminated or on the date set forth in a Notice of Termination by the Company to Employee if Executive Employee becomes physically or mentally incapacitated and is therefore unable for a period of six 90 consecutive months days or for an aggregate of nine months in 120 days during any twentyconsecutive six-four consecutive month period to perform ExecutiveEmployee’s duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. Upon termination of ExecutiveEmployee’s employment hereunder for either death Disability or Disabilitydeath, Executive Employee or ExecutiveEmployee’s estate, estate (as applicable, the case may be) shall be entitled to receive: receive (i) the Accrued Rights; Base Salary through the date of termination, (ii) a pro rata portion accrued and unused vacation through the date of Executive’s target termination, (iii) unreimbursed business expenses properly incurred through the date of termination (collectively, the items covered by clauses (i) through (iii), the “Accrued Obligations”) (iv) in the case of death, (X) the Annual Bonus for the fiscal year in during which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of ExecutiveEmployee’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not is terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior to Employee’ termination and (Y) any unpaid Annual Bonus for any previously completed fiscal year, and (v) in the case of Disability, an amount equal to (XX) the amount of the Annual Bonus that would have been paid had Employee’s employment not terminated, i.e., based on the performance of the Aveon Business during the fiscal year of termination, multiplied by a fraction the numerator of which is the number of days that have elapsed in the fiscal year of Employee’s termination through the date of Executive’s death or termination, and the denominator of which is 365, payable on the date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior to Employee’ termination on account of Disability; provided, (the “Pro Rata Bonus”) and (YY) any unpaid Annual Bonus for any previously completed fiscal year. If in the event year of Executive’s termination on account of Disabilitytermination, Executive has executed and delivered (and the Hurdle is not revoked) the Release within the time period specified attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section 12(h). (iv) Following such termination IV.A of Executive’s employment and, if required, payment of the amounts set forth this Agreement and shall have no claim to any Annual Bonus amount except as described in this Section 8(b), neither Executive nor ExecutiveVIII.B. Employee or Employee’s estate, estate (as applicable, the case may be) shall have any no further rights to any compensation or any other benefits under this Agreement. All other benefits, except as set forth under provisions if any, due Employee following Employee’s termination of this Agreement under which future benefits may employment due to Disability or death shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, under however, that Employee (or Employee’s estate, as the case may be) shall not participate in any other agreements as referenced above in Section 5 and severance plan, policy or program of the Company or any Long Term Incentive compensation programaffiliate of the Company.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iiiB) a cash lump sum payment equal to of the greater pro rata portion (based upon the number of (A) one-half of Executive’s Base Salary as days in effect on the applicable fiscal year during which Executive was employed with the Company through the date of Executive’s such termination, or (Brelative to the number of days in the applicable fiscal year) one-half of the aggregate amount of Base Salary any Annual Bonus, if any, that Executive would have received had been entitled to receive pursuant to the Employment Term continued until Incentive Plan in respect of the end date specified Fiscal Year in Section 1 hereofwhich such termination occurs, payable on the 60th day following the date of when such Annual Bonus would have otherwise been payable had Executive’s death or termination on account of Disability; providedemployment not terminated, in the event of Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b8(b)(ii), neither and Sections 13 and 14 of this Agreement, Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be ; provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation programhowever, that Executive’s rights with respect to his equity participation shall be governed solely by the Equity Documents.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company Employer if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four 24 consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company Employer cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the CompanyEmployer. If Executive and the Company Employer cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company Employer and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for due to either death or Disability, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (iiB) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as earned but unpaid Guaranteed Annual Bonus, if any, payable in effect respect of the Fiscal Year immediately preceding the Fiscal Year in which the termination occurs, payable when the Guaranteed Annual Bonus would have otherwise been payable had Executive’s employment not terminated; (C) a lump sum payment equal to a pro-rated portion of the Guaranteed Annual Bonus, calculated based on the date number of months (and any fraction thereof) Executive is employed during the Fiscal Year in which a termination of employment occurs and in respect of which the Guaranteed Annual Bonus is payable, relative to 12 months; (D) a lump sum payment equal to Executive’s terminationearned but unpaid Profit Annual Bonus, or (B) one-half if any, in respect of the aggregate amount of Base Salary that Executive Fiscal Year immediately preceding the Fiscal Year in which the termination occurs, payable when the Profit Annual Bonus would have received otherwise been payable had Executive’s employment not terminated; and (E) a lump sum payment equal to a pro-rated portion of the Employment Term continued until the end date specified in Section 1 hereofExecutive’s Profit Annual Bonus, payable calculated based on the 60th day following number of months (and any fraction thereof) Executive is employed during the date Fiscal Year in which a termination of Executive’s death or termination on account employment occurs and in respect of Disability; providedwhich the Profit Annual Bonus is payable, in the event of relative to 12 months. Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in Section 5(b), this Section 8(b7(b)(ii) and Section 9(a)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. Executive’s (i) Your employment hereunder shall will terminate (A) upon Executive’s your death and may be terminated by the Company (B) if Executive becomes you become physically or mentally incapacitated for a period of indefinite duration and is are therefore unable for a period of six (6) consecutive months or for an aggregate of nine eight (8) months in any twenty-four twelve (12) consecutive month period to perform Executive’s your duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the your Disability of Executive as to which Executive you and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive you and the Company. If Executive you and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. . (ii) Upon termination of Executive’s your employment hereunder for either death or Disability, Executive you or Executive’s estate, your estate (as applicable, the case may be) shall be entitled to receive: receive (iA) any accrued but unpaid Base Salary through the Accrued Rights; end of the month in which such termination occurs, (iiB) a pro rata portion of Executive’s target Annual any Bonus for that you would have been entitled to receive pursuant to Section 2(b) above in such year based upon the fiscal percentage of the calendar year in which Executive’s that shall have elapsed through the date of your termination occursof employment, calculated as payable when such Bonus would have otherwise been payable had your employment not terminated, (C) the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment opportunity to exercise vested stock options and your stock options scheduled to vest during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s following such termination, or for one year following such termination, (BD) one-half any accrued but unpaid compensation and employee benefits, if any, as to which you may be entitled under the employee compensation and benefit plans of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Company. Following such termination of Executive’s your employment anddue to death or Disability, if required, payment of the amounts except as set forth in this Section 8(b)Section, neither Executive nor Executive’s estate, as applicable, shall you will have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. ExecutiveIf Employee should suffer a Permanent Disability, the Company may terminate Employee’s employment hereunder shall terminate upon Executiveten (10) or more days’ prior written notice to Employee. If Employee should pass away during the term of this Agreement, Employee’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree employment shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Companydeemed terminated on Employee’s date of death. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all For purposes of this Agreement, a “Permanent Disability” shall be deemed to have occurred only when Employee has qualified for benefits (including satisfaction of any applicable waiting period) under the Company’s or a subsidiary’s long-term disability insurance arrangement. Upon In the event of the termination of ExecutiveEmployee’s employment hereunder for either death by reason of Permanent Disability or death, the Employment Term shall end on the day of such termination and the Company shall pay, no later than the first payroll date following Employee’s termination, to Employee or Employee’s legal representative (in the event of Permanent Disability), Executive or Executiveany beneficiary or beneficiaries designated by Employee to the Company in writing, or to Employee’s estateestate if no such beneficiary has been so designated (in the event of Employee’s death), as applicable, shall be entitled to receive: a single lump sum payment of: (i) any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the Accrued Rights; date of such termination; and (ii) any amounts owing, but not yet paid, pursuant to Section 3(d) hereof. In addition, upon a termination under this Section 4(b): (1) Employee shall receive a pro rata portion of Executive’s target Annual bonus for the calendar year in which such termination occurs, equal to Employee's Target Bonus for the fiscal calendar year in which Executive’s of said termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by a fraction, the numerator of which is the number of months or partial months days in such year preceding and including the date of Executivetermination, and the denominator of which is three hundred sixty-five (365); (2) Employee shall receive any accrued but unpaid bonus for the calendar year preceding Employee’s employment during termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); and (3) all of Employee’s outstanding but unvested equity awards shall vest immediately and the expiration date for all of Employee’s unvested stock option awards shall be extended so that they expire one year after the date of ExecutiveEmployee’s termination divided by 12under this Section 4(b). Subject to Section 6(c), the amounts payable pursuant to Section 4 as if Executiveclauses (1) and (2) above shall be paid within five (5) days following the date Employee’s employment had not terminated; providedRelease becomes effective and irrevocable (or, in the event of ExecutiveEmployee’s termination on account of Disabilitydeath, Executive has executed and delivered within five (and not revoked5) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day days following the date of ExecutiveEmployee’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(hdeath). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company or if Executive becomes physically (A) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mentally incapacitated and is therefore unable mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (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 twelve (12) months, receiving income replacement benefits for a period of six consecutive not less than three (3) months under an accident and health plan, or for disability plan, covering employees of the Company or an aggregate affiliate of nine months in any twenty-four consecutive month period to perform Executive’s duties the Company (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary Annual Bonus, if any, that the Executive would have received been entitled to receive pursuant to Section 3(b) hereof in respect of the year in which such termination occurs based upon the actual achievement of the performance goals, multiplied by a fraction the numerator of which is the number of days Executive is employed by the Company in such year and the denominator of which is the total number of days in such year, payable when such Annual Bonus would have otherwise been payable in accordance with Section 3(b) had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment andnot terminated (the "Pro-Rata Bonus"). Following Executive's termination of employment due to death or Disability, if required, payment of the amounts except as set forth in this Section 8(b7(b), neither Executive nor or Executive’s estate, estate (as applicable, the case may be) shall have any no further rights to any contract damages, other compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by a. If, during the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes Term of this Agreement. Upon termination of Executive’s employment hereunder for either death or Disability, Executive becomes disabled or Executive’s estateincapacitated as determined under the Company's Long Term Disability Policy ("Permanently Disabled"), the Company shall have the right at any time thereafter, so long as applicableExecutive is then still Permanently Disabled, to terminate this Agreement. If the Company elects to terminate this Agreement by reason of Executive becoming Permanently Disabled, the Company, for the unexpired Term of this Agreement, shall be entitled (whether or not such benefits are covered under the Company's Long Term Disability Policy), continue to receivepay: i. to Executive, sixty percent (i60%) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s his Base Salary as (through insurance or otherwise) at the rate in effect on the date of Executive’s such termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified such payments to be made as set forth in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability4; provided, and ii. in the event of Executive’s 's death after such termination on account of for Permanent Disability, Executive has executed then to the persons and delivered (and not revoked) in the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts manner set forth in subparagraph (c) of this Section 8(b6, an amount per annum equal to all accrued but unpaid compensation (up to the date of Executive's death), neither Executive nor Executive’s estatebenefits and other amounts, as applicablerequired by law; b. If, and so long as, the Company does not elect to terminate this Agreement as a result of Executive's Permanent Disability, this Agreement shall have any further rights continue in full force and effect and Executive shall be entitled to any all benefits including compensation or any other benefits under this Agreement, except as set forth under provisions herein. c. If Executive dies during the Term, this Agreement shall automatically terminate, and the Company shall pay to the persons set forth in subparagraph (d) of this Agreement under Section 6, all accrued but unpaid salary, bonus (calculated for the then current fiscal year and prorated up to the date of death), benefits and other amounts, as required by law. d. Any payments to be made pursuant to subparagraph (a) or (c) of this Section 6 to persons other than Executive in the event of the death of Executive shall be made to Executive's designated beneficiaries or, if no such designation has been made and Executive's spouse survives Executive, then the payments shall be made to Executive's spouse, and if such spouse subsequently dies before all such payments are made, the remaining payments shall be made to the estate of Executive's spouse. If Executive is not survived by a spouse, then the payments shall be made among Executive's issue who survive Executive, PER STIRPES, and if any individual who is issue of Executive and who as of the date of death of Executive is entitled to receive payments dies after Executive's death, the payments which future benefits may such issue would have been entitled to receive shall be providedmade to his or her estate. If at the date of Executive's death Executive is not survived by any spouse, under or any other agreements as referenced above in Section 5 and any Long Term Incentive compensation programissue, then the payments shall be made to Executive's estate.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death death, and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore reasonably likely to be unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four twelve consecutive month period to perform Executive’s material duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disability, death: (A) Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iI) the Accrued Rights;; and (iiII) a pro rata portion of Executive’s target an Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment within 30 days after the date of termination, equal to the greater of (Ai) onea pro-half rata portion of Executive’s Base Salary target Annual Bonus for such year (determined by multiplying the target Annual Bonus by a fraction, the numerator of which is the number of days during the performance year that Executive is employed by the Company and the denominator of which is 365), or (ii) such other amount as may be provided in effect on the Company’s annual bonus plan for the fiscal year in which Executive’s termination occurs (B) If such termination occurs prior to the end of calendar year 2008, Executive shall receive an amount under the SERP equal to the amount to which Executive would have been entitled had Executive remained employed through the end of calendar year 2008 and had Executive’s compensation during such period been that required by Sections 3 and 4(b) (the “SERP Benefits”); and (C) With respect to the LTIP, the vested portion of Executive’s award under the LTIP as of the date of Executive’s terminationtermination of his employment shall be paid to Executive (including without limitation any Interim LTIP Payout), or (B) one-half in accordance with and subject to the terms of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereofLTIP, payable on the 60th day following date(s) on which the date LTIP payments are paid to active participants in the LTIP, and Executive shall forfeit all rights to the unvested portion of Executive’s death or termination on account of Disabilitysuch award; provided, in that for purposes of determining the event vested portion of the LTIP award under this paragraph (B), Executive shall be given credit for one additional year of service. Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b8(b)(ii), neither or Sections 12(h), (l), (n) and (o), Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. Executive(a) The Officer’s employment hereunder shall terminate upon Executive’s death and with the Bank may be terminated by for “Disability” if the Company if Executive becomes physically Officer shall become disabled or mentally incapacitated and is therefore during the Employment Period to the extent that she has been unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as the essential functions of her employment for 270 consecutive days, subject to the existence Officer’s right to receive from the Bank following her termination due to Disability the following percentages of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes her Current Salary under section 4 of this Agreement. Upon termination : 100% for the first six months, 75% for the next six months and 60% thereafter for the remaining term of Executive’s employment hereunder the Employment Period (less in each case any benefits which may be payable to the Officer under the provisions of disability insurance coverage in effect for either death or DisabilityBank employees), Executive or Executive’s estate, as applicable, which shall be entitled paid in accordance with the Bank’s customary payroll practices. In addition, the Officer shall receive a cash lump sum equal to receive: (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus her earned but unpaid bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during prior to the year of Executive’s termination divided by 12termination, payable pursuant which shall be paid at the same time as bonuses for such year are paid to Section 4 as if Executiveactive employees. (b) In the event that the Officer’s employment had not terminated; provided, in with the event of Executive’s termination Bank shall terminate during the Employment Period on account of Disabilitydeath, Executive has executed and delivered the Bank shall promptly (and not revokedbut in any event within ninety days of the date of death) pay the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) Officer’s designated beneficiaries or, failing any designation, her estate a cash lump sum payment equal to her earned but unpaid Current Salary. In addition, the greater Bank shall pay the Officer’s designated beneficiaries or, failing any designation, her estate her earned but unpaid bonus for the year prior to the year of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or which shall be paid at the same time as bonuses for such year are paid to active employees. (Bc) one-half In the event of the aggregate amount Officer’s termination of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination employment on account of Disability; provideddeath or Disability prior to a Change of Control, the Compensation Committee of the Bank may, in its sole discretion, award the Officer a bonus for the year of termination, in an amount determined by such Committee either at the time of termination of employment or at the time bonuses to active employees are awarded, in which case the Bank shall pay such bonus to the Officer or, in the event of Executivedeath, her designated beneficiaries or estate, as the case may be, promptly (but in any event within thirty days) after it is awarded. In the event of the Officer’s termination of employment on account of Disabilitydeath or Disability after a Change of Control, Executive has executed and delivered the Bank shall promptly (and not revokedbut in any event within thirty days after termination) pay the Release within Officer or, in the time period specified in Section 12(h). (iv) Following such termination event of Executive’s employment anddeath, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s her designated beneficiaries or estate, as applicablethe case may be, shall have any further rights to any compensation or any other benefits under this Agreementa pro rata portion of her bonus for the year of termination, except as set forth under provisions determined by multiplying the amount of this Agreement under which future benefits may be providedthe bonus earned by the Officer for the preceding calendar year by the number of full months of employment during the year of termination, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation programdividing by 12.

Disability or Death. ExecutiveIf Employee should suffer a Permanent Disability, the Company may terminate Employee’s employment hereunder shall terminate upon Executiveten (10) or more days’ prior written notice to Employee. If Employee should pass away during the term of this Agreement, Employee’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree employment shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Companydeemed terminated on Employee’s date of death. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all For purposes of this Agreement, a “Permanent Disability” shall be deemed to have occurred only when Employee has qualified for benefits (including satisfaction of any applicable waiting period) under the Company’s or a subsidiary’s long-term disability insurance arrangement. Upon In the event of the termination of ExecutiveEmployee’s employment hereunder for either death by reason of Permanent Disability or Disabilitydeath, Executive or Executive’s estate, as applicable, the Employment Term shall be entitled to receive: (i) end on the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount day of such target Annual Bonus for termination and the full year multiplied by Company shall pay, no later than the number of months payroll cycle following Employee’s termination, to Employee or partial months of ExecutiveEmployee’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, legal representative (in the event of Executive’s termination on account of Permanent Disability), Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal or any beneficiary or beneficiaries designated by Employee to the greater of (A) one-half of Executive’s Base Salary as Company in effect on the date of Executive’s terminationwriting, or to Employee’s estate if no such beneficiary has been so designated (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of ExecutiveEmployee’s death), a single lump sum payment of: (i) any accrued but unpaid Annual Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation, due to Employee at the date of such termination; (ii) any amounts owing, but not yet paid, pursuant to Section 3(d) hereof. In addition, upon a termination under this Section 4(b), and upon the satisfaction of the conditions set forth herein: (1) Employee shall receive a pro rata bonus for the calendar year in which such termination occurs, equal to the bonus Employee would have received, to the extent all criteria for such a bonus have been met (with the exception of the requirement that Employee be employed on account the date the bonus is to be paid), for the calendar year of Disabilitysaid termination multiplied by a fraction, Executive has executed the numerator of which is the number of days in such year preceding and delivered including the date of termination, and the denominator of which is 365. Such pro-rata bonus shall be paid at the same time as the bonus would have been paid had Employee remained employed by the Company through the date of payment, but in any event, not later than March 15 of the calendar year following the calendar year for which the bonus is payable; (2) Employee shall receive any unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid). Such bonus shall be paid at the same time as the bonus would have been paid had Employee remained employed by the Company through the date of payment; and not revoked(3) all of Employee’s outstanding but unvested equity awards shall vest immediately and the Release within the time period specified in expiration date for all such equity awards shall be extended so that they expire one year after termination under this Section 12(h4(b). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. Executive(a) The Officer’s employment hereunder shall terminate upon Executive’s death and with the Holding Company may be terminated by for “Disability” if the Company if Executive becomes physically Officer shall become disabled or mentally incapacitated and is therefore during the Employment Period to the extent that he has been unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as the essential functions of his employment for 270 consecutive days. Upon a termination of employment for “Disability”). Any question as , the Holding Company shall pay to the existence Officer in cash the following percentages of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes his Current Salary under section 4 of this Agreement. Upon termination , until the end of Executive’s employment hereunder the Employment Period: 100% for either death or Disabilitythe first six months, Executive or Executive’s estate75% for the next six months and 60% thereafter for the remaining term, as applicableif any, of the Employment Period (less in each case any benefits which may be payable to the Officer under the provisions of disability insurance coverage in effect for Bank and/or Holding Company employees), which shall be entitled paid in accordance with the Holding Company’s customary payroll practices. In addition the Officer shall receive a cash lump sum equal to receive: (i) his earned but unpaid bonus for the Accrued Rights; year prior to the year of termination, which shall be paid at the same time as bonuses for such year are paid to active employees and (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by Officer’s supplemental retirement benefit to which he is entitled pursuant to section 5(d) (after crediting to his SERP Account any amounts which were required to be credited to the number SERP Account pursuant to section 5(d) as of months or partial months the date of Executivehis termination of employment but were not so credited), which shall be paid within ninety days of termination. (b) In the event that the Officer’s employment with the Holding Company shall terminate during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination Employment Period on account of Disabilitydeath, Executive has executed and delivered the Holding Company shall promptly (and not revokedbut in any event within ninety days of the date of death) pay the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) Officer’s designated beneficiaries or, failing any designation, his estate a cash lump sum payment equal to his earned but unpaid Current Salary plus the greater amount of the Officer’s SERP Account as provided in section 5(d), (Aafter crediting to his SERP Account any amounts which were required to be credited to the SERP Account pursuant to section 5(d) one-half as of Executive’s Base Salary as in effect on the date of Executivehis death but were not so credited). In addition, the Holding Company shall pay the Officer’s designated beneficiaries or, failing any designation, his estate his earned but unpaid bonus for the year prior to the year of termination, or which shall be paid at the same time as bonuses for such year are paid to active employees. (Bc) one-half In the event of the aggregate amount Officer’s termination of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination employment on account of Disability; provideddeath or Disability prior to a Change of Control, the Compensation Committee of the Bank or of the Holding Company may, in its sole discretion, award the Officer a bonus for the year of termination, in an amount determined by such Committee either at the time of termination of employment or at the time bonuses to active employees are awarded, in which case the Holding Company shall pay such bonus to the Officer or, in the event of Executivedeath, his designated beneficiaries or estate, as the case may be, promptly (but in any event within thirty days) after it is awarded. In the event of the Officer’s termination of employment on account of Disabilitydeath or Disability after a Change of Control, Executive has executed and delivered the Holding Company shall promptly (and not revokedbut in any event within thirty days after termination) pay the Release within Officer or, in the time period specified in Section 12(h). (iv) Following such termination event of Executive’s employment anddeath, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s his designated beneficiaries or estate, as applicablethe case may be, shall have any further rights to any compensation or any other benefits under this Agreementa pro rata portion of his bonus for the year of termination, except as set forth under provisions determined by multiplying the amount of this Agreement under which future benefits may be providedthe bonus earned by the Officer for the preceding calendar year by the number of full months of employment during the year of termination, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation programdividing by 12.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically (A) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mentally incapacitated and is therefore unable mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (B) 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 twelve (12) months, receiving income replacement benefits for a period of six consecutive not less than three (3) months under an accident and health plan, or for disability plan, covering employees of the Company or an aggregate affiliate of nine months in any twenty-four consecutive month period to perform Executive’s duties the company (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary Annual Bonus that the Executive would have received been entitled to receive pursuant to Section 3(b) hereof in respect of the year in which such termination occurs based upon the actual achievement of the performance goals, multiplied by a fraction the numerator of which is the number of days Executive is employed by the Company in such year, payable when such Annual Bonus would have otherwise been payable in accordance with Section 3(b) had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in employment not terminated (the event of “Pro-Rata Bonus”). Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b7(b), neither Executive nor or Executive’s estate, estate (as applicable, the case may be) shall have any no further rights to any contract damages, other compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. Executive(a) The Officer’s employment hereunder shall terminate upon Executive’s death and with the Bank may be terminated by for “Disability” if the Company if Executive becomes physically Officer shall become disabled or mentally incapacitated and is therefore during the Employment Period to the extent that he has been unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as the essential functions of his employment for 270 consecutive days. Upon a termination of employment for “Disability”). Any question as ,” the Bank shall pay to the existence Officer in cash the following percentages of his Current Salary under section 4 of this Agreement until the end of the Disability Employment Period: 100% for the first six months, 75% for the next six months and 60% thereafter for the remaining term, if any, of Executive as the Employment Period (less in each case any benefits which may be payable to the Officer under the provisions of disability insurance coverage in effect for Bank employees), which Executive and the Company cannot agree shall be determined paid in writing by a qualified independent physician mutually acceptable to Executive and accordance with the CompanyBank’s customary payroll practices. If Executive and In addition, the Company cannot agree as to a qualified independent physician, each Officer shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. Upon termination of Executive’s employment hereunder for either death or Disability, Executive or Executive’s estate, as applicable, shall be entitled to receive: (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) receive a cash lump sum payment equal to (i) his earned but unpaid bonus for the greater year prior to the year of termination, which shall be paid at the same time as bonuses for such year are paid to active employees and (Aii) one-half the amount of Executivethe Officer’s Base Salary supplemental retirement benefit to which he is entitled pursuant to section 5(d) (after crediting to his SERP Account any amounts which were required to be credited to the SERP Account pursuant to section 5(d) as in effect on of the date of Executivehis termination of employment but were not so credited), which shall be paid within ninety days of termination. (b) In the event that the Officer’s termination, or (B) one-half of employment with the aggregate amount of Base Salary that Executive would have received had Bank shall terminate during the Employment Term continued until Period on account of death, the end date specified Bank shall promptly (but in Section 1 hereof, payable on the 60th day following any event within ninety days of the date of Executivedeath) pay the Officer’s designated beneficiaries or, failing any designation, his estate a cash lump sum payment equal to his earned but unpaid Current Salary plus the amount of the Officer’s SERP Account as provided in section 5(d) (after crediting to his SERP Account any amounts which were required to be credited to the SERP Account pursuant to section 5(d) as of the date of his death or but were not so credited). In addition, the Bank shall pay the Officer’s designated beneficiaries or, failing any designation, his estate his earned but unpaid bonus for the year prior to the year of termination, which shall be paid at the same time as bonuses for such year are paid to active employees. (c) In the event of the Officer’s termination of employment on account of Disability; provideddeath or Disability prior to a Change of Control, the Compensation Committee of the Bank may, in its sole discretion, award the Officer a bonus for the year of termination, in an amount determined by such Committee either at the time of termination of employment or at the time bonuses to active employees are awarded, in which case the Bank shall pay such bonus to the Officer or, in the event of Executivedeath, his designated beneficiaries or estate, as the case may be, promptly (but in any event within thirty days) after it is awarded. In the event of the Officer’s termination of employment on account of Disabilitydeath or Disability after a Change of Control, Executive has executed and delivered the Bank shall promptly (and not revokedbut in any event within thirty days after termination) pay the Release within Officer or, in the time period specified in Section 12(h). (iv) Following such termination event of Executive’s employment anddeath, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s his designated beneficiaries or estate, as applicablethe case may be, shall have any further rights to any compensation or any other benefits under this Agreementa pro rata portion of his bonus for the year of termination, except as set forth under provisions determined by multiplying the amount of this Agreement under which future benefits may be providedthe bonus earned by the Officer for the preceding calendar year by the number of full months of employment during the year of termination, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation programdividing by 12.

Disability or Death. Executive’s employment hereunder shall terminate upon Executive’s death and may 10.1 The Company reserves the right at any time to require the Executive (at the expense of the Company) to be terminated examined by a medical adviser nominated by the Company if and the Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as consents to the existence medical adviser disclosing the results of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing examination to the Company and shall provide the Company with such formal consents as may be necessary for this purpose. 10.2 If the Executive shall be final prevented by illness, accident or other incapacity from properly performing his duties hereunder he shall report this fact forthwith to the Company Secretary’s office and conclusive if he is so prevented for all purposes seven or more consecutive days he shall if required by the Company provide an appropriate doctor’s certificate. 10.3 If the Executive shall be absent from his duties hereunder owing to illness, accident or other incapacity duly certified in accordance with the provisions of clause 10.2 he shall be paid his full remuneration for any period of absence of up to a maximum of 26 weeks in aggregate in any period of 52 consecutive weeks and thereafter, subject to the provisions of clause 16, to such remuneration (if any) as the Board shall in its absolute discretion allow. 10.4 If the Executive shall be, on the basis of a medical report supplied to the Company following his having undergone a medical examination pursuant to clause 10.1, in the opinion of the Board unfit ever to return to his duties (but in such circumstances and prior to any action being taken under this Agreement. Upon termination clause, the Executive shall have the right to have a second medical report from a duly qualified doctor or medical adviser selected by the Executive and approved by the Board, which approval shall not be unreasonably withheld) the Company shall be entitled to place the Executive on permanent sick leave without pay or benefits (other than permanent health insurance benefits) with effect from any time on or after the commencement of payments under the permanent health insurance arrangements referred to in clause 7.3. 10.5 In the event that the Executive’s employment hereunder for either death is terminated due to his death, his estate or Disability, Executive or Executive’s estatehis beneficiaries, as applicablethe case may be, shall be entitled to: (a) salary at his Salary Rate up to receive: and including the end of the month in which his death occurs, (ib) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus annual incentive award, if any, to which the Executive would have been entitled to pursuant to Clause 6.2 for the fiscal year in which the Executive’s termination death occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by a fraction, the numerator of which is the number of months or partial months of Executive’s employment days that the Executive was employed during the applicable year and the denominator of Executive’s termination divided by 12which is 365, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revokedc) the Release (as hereinafter defined) within the time period specified unpaid balance of all previously earned cash bonus and other incentive awards with respect to performance periods which have been completed, all of which amounts shall be payable in Section 12(h); and (iii) a cash lump sum payment equal to in cash within 30 days after his death, except that the greater of (A) onepro-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive rated incentive award shall be payable when such award would have received otherwise been payable had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h)died. (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. 1. The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and and, as a consequence, is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to substantially perform (with such accommodation, if any, required by applicable law) Executive’s duties hereunder (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. 2. Upon termination of Executive’s employment hereunder for either death or Disability, then, subject to the further terms of this Agreement, including Sections IV.G., IV.H., and VIII.O., Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receivereceive the following: (i) the a. The Accrued Rights; (ii) a pro rata portion of Executive’s target b. Any unpaid Annual Bonus that has been “earned” for the immediately preceding Fiscal Year plus an Annual Bonus for the fiscal year in which Executive’s termination occurscurrent Fiscal Year, calculated as pro rated based on the total percentage of the current Fiscal Year that shall have elapsed through the date of termination. The amount of such target any Annual Bonus for the full year multiplied shall be as determined by the number Compensation Committee, including its determination of months or partial months the extent the performance objectives, if any, for such Fiscal Year have been achieved. Such Annual Bonuses shall be payable at the same time that the annual bonuses for such respective Fiscal Years are paid to other similar executives of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h)Company; and (iii) a cash lump sum payment c. An amount, paid on the first business day of each month, equal to 100% of the greater applicable monthly COBRA premium under the Company’s group health plan, continued for the lesser of (Ai) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, twelve (12) months or (Bii) one-half of the aggregate amount of Base Salary that until such COBRA coverage for Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h)terminates. (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. Executive(a) The Officer’s employment hereunder shall terminate upon Executive’s death and with the Holding Company may be terminated by for “Disability” if the Company if Executive becomes physically Officer shall become disabled or mentally incapacitated and is therefore during the Employment Period to the extent that she has been unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as the essential functions of her employment for 270 consecutive days, subject to the existence Officer’s right to receive from the Holding Company following her termination due to Disability the following percentages of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes her Current Salary under section 4 of this Agreement. Upon termination : 100% for the first six months, 75% for the next six months and 60% thereafter for the remaining term of Executive’s employment hereunder the Employment Period (less in each case any benefits which may be payable to the Officer under the provisions of disability insurance coverage in effect for either death or DisabilityBank and/or Holding Company employees), Executive or Executive’s estate, as applicable, which shall be entitled paid in accordance with the Holding Company’s customary payroll practices. In addition, the Officer shall receive a cash lump sum equal to receive: (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus her earned but unpaid bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during prior to the year of Executive’s termination divided by 12termination, payable pursuant which shall be paid at the same time as bonuses for such year are paid to Section 4 as if Executiveactive employees. (b) In the event that the Officer’s employment had not terminated; provided, in with the event of Executive’s termination Holding Company shall terminate during the Employment Period on account of Disabilitydeath, Executive has executed and delivered the Holding Company shall promptly (and not revokedbut in any event within ninety days of the date of death) pay the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) Officer’s designated beneficiaries or, failing any designation, her estate a cash lump sum payment equal to her earned but unpaid Current Salary. In addition, the greater Holding Company shall pay the Officer’s designated beneficiaries or, failing any designation, her estate her earned but unpaid bonus for the year prior to the year of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or which shall be paid at the same time as bonuses for such year are paid to active employees. (Bc) one-half In the event of the aggregate amount Officer’s termination of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination employment on account of Disability; provideddeath or Disability prior to a Change of Control, the Compensation Committee of the Bank or of the Holding Company may, in its sole discretion, award the Officer a bonus for the year of termination, in an amount determined by such Committee either at the time of termination of employment or at the time bonuses to active employees are awarded, in which case the Holding Company shall pay such bonus to the Officer or, in the event of Executivedeath, her designated beneficiaries or estate, as the case may be, promptly (but in any event within thirty days) after it is awarded. In the event of the Officer’s termination of employment on account of Disabilitydeath or Disability after a Change of Control, Executive has executed and delivered the Holding Company shall promptly (and not revokedbut in any event within thirty days after termination) pay the Release within Officer or, in the time period specified in Section 12(h). (iv) Following such termination event of Executive’s employment anddeath, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s her designated beneficiaries or estate, as applicablethe case may be, shall have any further rights to any compensation or any other benefits under this Agreementa pro rata portion of her bonus for the year of termination, except as set forth under provisions determined by multiplying the amount of this Agreement under which future benefits may be providedthe bonus earned by the Officer for the preceding calendar year by the number of full months of employment during the year of termination, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation programdividing by 12.

Disability or Death. If Executive should suffer a Permanent Disability, the Company may terminate Executive’s employment hereunder shall terminate upon ten (10) or more days’ prior written notice to Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and should pass away during the Company cannot agree as to a qualified independent physicianterm of this Agreement, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive Executive’s employment shall be final and conclusive for all deemed terminated on his date of death. For purposes of this Agreement, a “Permanent Disability” shall be deemed to have occurred only when Executive has qualified for benefits (including satisfaction of any applicable waiting period) under the Company’s or a subsidiary’s long-term disability insurance arrangement. Upon In the event of the termination of Executive’s employment hereunder for either death by reason of Permanent Disability or Disabilitydeath, the Employment Term shall end on the day of such termination and the Company shall pay, no later than the payroll cycle following Executive’s termination, to Executive or Executive’s estatelegal representative (in the event of Permanent Disability), as applicableor any beneficiary or beneficiaries designated by Executive to the Company in writing, shall be entitled or to receive: (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of estate if no such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, beneficiary has been so designated (in the event of Executive’s termination on account of Disabilitydeath), Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash single lump sum payment of: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation, due to Executive at the date of such termination; (ii) any amounts owing, but not yet paid, pursuant to Section 5 hereof. In addition, upon a termination under this Section 6(b), and upon the satisfaction of the conditions set forth herein: (1) Executive shall receive a pro rata Bonus for the calendar year in which such termination occurs, equal to the greater Bonus he would have received, to the extent all criteria for such a Bonus have been met (with the exception of the requirement that Executive be employed on the date the Bonus is to be paid), for the calendar year of said termination multiplied by a fraction, the numerator of which is the number of days in such year preceding and including the date of termination, and the denominator of which is 365. Said pro-rata Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company through the date of payment, but in any event, not later than March 15 of the calendar year following the calendar year for which the Bonus is payable; (A2) one-half Executive shall receive any unpaid Bonus for the calendar year preceding his termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Executive be employed on the date the Bonus is to be paid). Said Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company through the date of payment; and (3) all of Executive’s Base Salary as in effect on outstanding but unvested equity awards granted pursuant to Section 3(c) of this Agreement shall vest immediately. The payment of any Bonus pursuant to clause (1) or clause (2) above and the date acceleration of Executive’s terminationoptions and stock pursuant to clause (3), are conditioned upon Executive (or (Bhis legal representative) one-half signing a release in favor of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified Company, as provided for in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h6(f). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore reasonably likely to be unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four twelve consecutive month period to perform Executive’s material duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights;; and (iiB) a pro lump sum payment equal to a pro-rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occursoccurs (determined by multiplying the amount Executive would be able to receive if the date of termination were the end of the fiscal year by a fraction, calculated as the total numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365); provided, that the applicable performance targets are met for the portion of the fiscal year during which Executive was employed by the Company; provided, further, that no amount shall be paid to Executive if at the time of such termination no bonus would be payable based on the actual achievement of corporate, business unit and individual performance results as of the date of termination (for example, if actual performance through the date of termination represented 90% of target performance objectives for the year, Executive would be entitled to a prorata portion of the corresponding percentage of his target Annual Bonus for based on the full year multiplied by applicable performance matrix, and if the number threshold level of months or partial months of Executive’s employment during the year of performance objectives was not achieved, no bonus would be paid). Following Executive’s termination divided by 12, payable pursuant of employment due to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of death or Disability, Executive has executed and delivered (and not revoked) the Release (except as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b8(b)(ii), neither Section 8(d) or Sections 12(k), (m) and (n), or any payments to be made on the Delayed Payment Date, Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”); provided that a termination on the basis of a Disability must occur within 90 days of the date when Executive is subject to termination due to Disability. Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who physician and it shall be the responsibility of such third physician to make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: , at the times set forth in Section 7(a)(iii) hereof, the Accrued Obligations, and the Company shall pay either, as determined in its sole and absolute discretion, (iA) the Accrued Rights; (ii) a pro rata portion cost of Executive’s target Annual Bonus and any dependents’ coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) under the Company’s health plan then in effect for the fiscal year in which Executive’s 12-month period following the effective date of termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s terminationhereunder for either Disability or death, or (B) one-half of a lump sum cash payment directly to Executive or Executive’s estate (as the aggregate amount of Base Salary that Executive would have received had case may be) equal to the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date cost of Executive’s death or termination on account and any dependents’ coverage under COBRA under the Company’s health plan then in effect for the 12-month period following the effective date of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment andhereunder for either Disability or death, if requiredwith such payment to be made on the first payroll date that occurs on or after the sixtieth (60th) day following the date on which the Employment Term and Executive’s employment hereunder terminated. Following Executive’s termination of employment due to death or Disability, payment of the amounts except as set forth in this Section 8(b7(b)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under in the nature of severance or termination pay or in connection with the termination of his employment. Notwithstanding the foregoing, nothing in this Agreement, except as set forth under provisions of this Agreement under which future Section 7(b) shall affect the Executive’s right to any vested benefits may be provided, under any other agreements as referenced above in Section 5 and employee benefit plans sponsored by the Company, including but not limited to any Long Term Incentive compensation programretirement plans.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company Employer if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four 24 consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company Employer cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the CompanyEmployer. If Executive and the Company Employer cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company Employer and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for due to either death or Disability, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (iiB) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as earned but unpaid Guaranteed Annual Bonus, if any, payable in effect respect of the Fiscal Year immediately preceding the Fiscal Year in which the termination occurs, payable when the Guaranteed Annual Bonus would have otherwise been payable had Executive’s employment not terminated; (C) a lump sum payment equal to a pro-rated portion of the Guaranteed Annual Bonus, calculated based on the date number of months (and any fraction thereof) Executive is employed during the Fiscal Year in which a termination of employment occurs and in respect of which the Guaranteed Annual Bonus is payable, relative to 12 months; (D) a lump sum payment equal to Executive’s terminationearned but unpaid Profit Annual Bonus, or (B) one-half if any, in respect of the aggregate amount of Base Salary that Executive Fiscal Year immediately preceding the Fiscal Year in which the termination occurs, payable when the Profit Annual Bonus would have received otherwise been payable had Executive’s employment not terminated; and (E) a lump sum payment equal to a pro-rated portion of the Employment Term continued until the end date specified in Section 1 hereofExecutive’s Profit Annual Bonus, payable calculated based on the 60th day following number of months (and any fraction thereof) Executive is employed during the date Fiscal Year in which a termination of Executive’s death or termination on account employment occurs and in respect of Disability; providedwhich the Profit Annual Bonus is payable, in the event of relative to 12 months. Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b7(b)(ii) and Section 9(a)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. The Employment Term, and Executive’s employment hereunder hereunder, shall terminate immediately upon Executive’s death and may be terminated or following delivery of a Notice of Termination by the Company to Executive if Executive becomes physically or mentally incapacitated and is therefore unable for a period of ninety (90) consecutive days or one-hundred twenty (120) days during any consecutive six consecutive months or for an aggregate of nine months in any twenty-four consecutive (6) month period to perform Executive’s his duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: receive (i) his Base Salary through the Accrued Rights; last day of the payroll period during which such termination occurs; (ii) any declared but unpaid Annual Bonus for any fiscal year preceding the year in which the termination occurs; (iii) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy through the date of Executive’s termination (the sum of (i), (ii) plus (iii), the “Accrued Obligations”); (iv) a pro rata portion of any Annual Bonus that Executive would have been entitled to receive pursuant to Section 4(b) of this Agreement with respect to the fiscal year of termination based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, and determined by using (X) the Transition Bonus, if such termination occurs during fiscal year 2005, and reducing the pro rata portion of the Transition Bonus by the aggregate amount of all installments of the Transition Bonus that have been paid through the date of termination, or (Y) Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for termination, if such termination occurs following the full end of fiscal year multiplied by 2005 (the number of months or partial months of Executive’s employment during “Pro-Rata Bonus”), payable as soon as reasonably practicable following the year date of Executive’s termination divided by 12of employment, payable pursuant and (v) in the case of a termination due to Section 4 as if ExecutiveDisability, continuation of the Base Salary in effect on the date of termination until the earlier of (A) the second anniversary of the date of termination, and (B) the date Executive is eligible to commence receiving payments under the Company’s employment had not terminated; providedlong-term disability policy. Notwithstanding the foregoing, in the event of Executive’s termination of employment due to Disability, if necessary to avoid the application of Section 409A of the Code to the amounts payable pursuant to clauses (iv) and (v) of the preceding sentence, Executive shall not receive any such amounts until the First Payment Date and, on the First Payment Date, the Company will pay Executive an amount equal to the sum of all amounts that would have been payable in respect of the period preceding the First Payment Date but for the delay imposed on account of Disability, the aforementioned Section 409A. Executive has executed and delivered (and not revoked) the Release or Executive’s estate (as hereinafter definedthe case may be) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation (including any Base Salary, Annual Bonus, payments under Section 3(b) of this Agreement or any long-term or equity-based compensation awards) or any other benefits under this Agreement. All other benefits, except as set forth under provisions if any, due Executive following Executive’s termination for Disability or death shall be determined in accordance with the plans, policies and practices of this Agreement under which future benefits may be the Company; provided, under however, that Executive (or his estate, as the case may be) shall not participate in any other agreements as referenced above in Section 5 and any Long Term Incentive compensation programseverance plan, policy or program of the Company.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (iiB) a pro rata portion so long as and to the extent the Company achieves the performance targets established by the Board in respect of Executive’s target Annual Bonus for the fiscal year Fiscal Year in which Executive’s the date of termination occurs, calculated as an amount equal to the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12Bonus, payable if any, to which Executive would have been entitled to receive pursuant to Section 4 as if hereof in respect of such Fiscal Year, pro rated from the first day of such Fiscal Year through the date of termination and payable when such Annual Bonus would have otherwise been payable had Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iiiC) a cash lump sum payment equal continuation of medical benefits for Executive (as applicable) and his covered dependents, at the same cost paid by Executive (and his dependents, as applicable) immediately prior to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s such termination, until the earlier of (x) the twelve (12) month anniversary of the date of such termination, or (By) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date Executive and/or his dependents elect to cease continuation of Executive’s death or termination on account of Disability; provided, in the event of such benefits. Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in Section 5 and this Section 8(b8(b)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine twelve (12) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third physician who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the The Accrued Rights; (iiB) a pro rata portion If such termination for either Disability or death occurs after the first anniversary of Executive’s target Annual Bonus for the fiscal year Start Date, Severance Payment, in which Executive’s termination occursaccordance with (and subject to all provisions of) Section 5(a)(iii)(E), calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, except that in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and death or disability a dissolution is not revoked) the Release (as hereinafter defined) within the time period specified in necessary to invoke Section 12(h5(a)(iii)(E); and (iiiC) Within 60 days of the applicable termination date, a cash lump sum payment equal to pro rata portion (based on the number of days Executive is employed during the year of termination) of the greater of (Ax) one-half of Executive’s Base Salary as in effect on target bonus for the date year of termination and (y) Executive’s Annual Bonus for the year immediately preceding the year of termination, or . (Biii) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b5(b), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s 's employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, 's estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued RightsBase Salary through the date of termination; (iiB) any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year; (C) such Employee Benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company; (D) a pro rata portion of Executive’s target any Annual Bonus for Bonus, if any, that Executive would have been entitled to receive based upon the percentage of the fiscal year in which that shall have elapsed through the date of Executive’s 's termination occursof employment, calculated as the total amount of payable when such target Annual Bonus for the full year multiplied by the number of months or partial months of would have otherwise been payable had Executive’s 's employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iiiE) a cash lump sum payment equal any vested benefits as provided in the Premcor Senior Executive Retirement Plan, accrued to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation programemployment.

Disability or Death. Executive’s employment hereunder shall terminate upon Executive’s death and may 10.1 The Company reserves the right at any time to require the Executive (at the expense of the Company) to be terminated examined by a medical adviser nominated by the Company if and the Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as consents to the existence medical adviser disclosing the results of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing examination to the Company and shall provide the Company with such formal consents as may be necessary for this purpose. 10.2 If the Executive shall be final prevented by illness, accident or other incapacity from properly performing his duties hereunder he shall report this fact forthwith to the Company Secretary’s office and conclusive if he is so prevented for all purposes seven or more consecutive days he shall if required by the Company provide an appropriate doctor’s certificate. 10.3 If the Executive shall be absent from his duties hereunder owing to illness, accident or other incapacity duly certified in accordance with the provisions of clause 10.2 he shall be paid his full remuneration for any period of absence of up to a maximum of 26 weeks in aggregate in any period of 52 consecutive weeks and thereafter, subject to the provisions of clause 17, to such remuneration (if any) as the Board shall in its absolute discretion allow provided that the Company may not terminate the employment of the Executive under this Agreement. Upon clause without his consent at a time when he is unable to perform his duties through illness if the consequence of such termination would be to deprive him of any benefits that would otherwise be payable to him under the provisions of any permanent health insurance policy taken out by the Company. 10.4 In the event that the Executive’s employment hereunder for either death is terminated due to his death, his estate or Disability, Executive or Executive’s estatehis beneficiaries, as applicablethe case may be, shall be entitled to: (a) salary at his Salary Rate up to receive: and including the end of the month in which his death occurs, (ib) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus annual incentive award, if any, to which the Executive would have been entitled to pursuant to Clause 6.2 for the fiscal year in which the Executive’s termination death occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by a fraction, the numerator of which is the number of months or partial months of Executive’s employment days that the Executive was employed during the applicable year and the denominator of Executive’s termination divided by 12which is 365, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revokedc) the Release (as hereinafter defined) within the time period specified unpaid balance of all previously earned cash bonus and other incentive awards with respect to performance periods which have been completed, all of which amounts shall be payable in Section 12(h); and (iii) a cash lump sum payment equal to in cash within 30 days after his death, except that the greater of (A) onepro-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive rated incentive award shall be payable when such award would have received otherwise been payable had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h)died. (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four eighteen (18) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive (or to the Executive’s representative, if Executive is not capable of acting on own his behalf) and the Company. If Executive (or to the Executive’s representative, if Executive is not capable of acting on his own behalf) and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician hereunder shall be made in a writing that is promptly provided to the Company and Executive (or his representative, if Executive is not capable of acting on his own behalf) shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iiiB) a cash lump lump-sum payment equal of the pro rata portion (based upon the number of days in the applicable Fiscal Year during which Executive was employed with the Company through the Date of Termination, relative to the greater number of (Adays in the applicable Fiscal Year) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary Annual Bonus, if any, that Executive would have received been entitled to receive pursuant to the Incentive Plan had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following Executive remained employed through the date that bonuses are paid to other executives under the Incentive Plan in respect of the Fiscal Year in which the Date of Termination occurs, paid when such bonuses are otherwise paid to active participants under the Incentive Plan (the “Pro Rata Bonus”). Following Executive’s termination of employment due to Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b7(b)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death death, and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore reasonably likely to be unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four twelve consecutive month period to perform Executive’s material duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights;; and (iiB) a pro lump sum payment equal to a pro-rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occursoccurs (determined by multiplying the amount Executive would be able to receive if the date of termination were the end of the fiscal year by a fraction, calculated as the total numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365); provided, that the applicable performance targets are met for the portion of the fiscal year during which Executive was employed by the Company; provided, further, that no amount shall be paid to Executive if at the time of such termination no bonus would be payable based on the actual achievement of corporate, business unit and individual performance results as of the date of termination (for example, if actual performance through the date of termination represented 90% of target performance objectives for the year, Executive would be entitled to a prorata portion of the corresponding percentage of his target Annual Bonus for based on the full year multiplied by applicable performance matrix, and if the number threshold level of months or partial months of Executive’s employment during the year of performance objectives was not achieved, no bonus would be paid). Following Executive’s termination divided by 12, payable pursuant of employment due to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of death or Disability, Executive has executed and delivered (and not revoked) the Release (except as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b8(b)(ii), neither Section 8(d) or Sections 12(k), (m) and (n), or any payments to be made on the Delayed Payment Date, Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company Employer if Executive becomes physically or mentally incapacitated and is therefore unable for experiences a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”” (as such term shall be defined from time to time under Section 409A). Any question as to the existence of the Disability of Executive as to which Executive and the Company Employer cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the CompanyEmployer. If Executive and the Company Employer cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company Employer and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive Executive, Executive’s then spouse, or Executive’s estate, estate (as applicablethe case may be), shall be entitled to receive: (iA) the Accrued Rights; (iiB) a pro rata portion of Executive’s target Annual the Target Bonus for (calculated based on the fiscal number of days Executive was employed hereunder during the calendar year in which Executive’s the date of such termination of employment occurs, calculated as relative to the total amount applicable full calendar year), payable in a lump sum within fifteen (15) business days after the date of such target Annual Bonus for the full year multiplied by the number termination of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12(or, payable pursuant to if later, such other earliest date on which such amount can be paid as may be permitted under Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h409A); and (iiiC) a cash lump sum payment equal full and immediate vesting of any then unvested options to purchase shares of common stock of the greater of (A) one-half of Executive’s Base Salary as in effect on Company held by Executive immediately prior to the date of Executive’s termination, or (B) one-half such termination of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of employment. Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b7(b) (ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. If Executive should suffer a Permanent Disability, the Company may terminate Executive’s employment hereunder shall terminate upon ten (10) or more days’ prior written notice to Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and should pass away during the Company cannot agree as to a qualified independent physicianterm of this Agreement, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive Executive’s employment shall be final and conclusive for all deemed terminated on his date of death. For purposes of this Agreement, a “Permanent Disability” shall be deemed to have occurred only when Executive has qualified for benefits (including satisfaction of any applicable waiting period) under the Company’s or a subsidiary’s long-term disability insurance arrangement. Upon In the event of the termination of Executive’s employment hereunder for either death by reason of Permanent Disability or Disabilitydeath, the Employment Term shall end on the day of such termination and the Company shall pay, no later than the payroll cycle following Executive’s termination, to Executive or Executive’s estatelegal representative (in the event of Permanent Disability), as applicableor any beneficiary or beneficiaries designated by Executive to the Company in writing, shall be entitled or to receive: (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of estate if no such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, beneficiary has been so designated (in the event of Executive’s termination on account of Disabilitydeath), Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash single lump sum payment of: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation, due to Executive at the date of such termination; (ii) any amounts owing, but not yet paid, pursuant to Section 5 hereof. In addition, upon a termination under this Section 6(b), and upon the satisfaction of the conditions set forth herein: (1) Executive shall receive a pro rata Bonus for the calendar year in which such termination occurs, equal to the greater Bonus he would have received, to the extent all criteria for such a Bonus have been met (with the exception of the requirement that Executive be employed on the date the Bonus is to be paid), for the calendar year of said termination multiplied by a fraction, the numerator of which is the number of days in such year preceding and including the date of termination, and the denominator of which is 365. Said pro-rata Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company through the date of payment, but in any event, not later than March 15 of the calendar year following the calendar year for which the Bonus is payable; (A2) one-half Executive shall receive any unpaid Bonus for the calendar year preceding his termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Executive be employed on the date the Bonus is to be paid). Said Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company through the date of payment; and (3) all of Executive’s Base Salary as in effect on outstanding but unvested equity awards granted pursuant to the date Offer of Employment and Section 3(c) of this Agreement shall vest immediately. The payment of any Bonus pursuant to clause (1) or clause (2) above and the acceleration of Executive’s terminationoptions and stock pursuant to clause (3), are conditioned upon Executive (or (Bhis legal representative) one-half signing a release in favor of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified Company, as provided for in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h6(f). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s his death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six 180 consecutive months days or for an aggregate of nine months 270 days in any twenty-four 720 consecutive month days period to perform Executive’s the duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive by such physician shall be final and conclusive for all purposes of this the Agreement. Upon . (ii) Promptly upon termination of Executive’s employment hereunder for either Disability or death, Executive or his estate (as the case may be) shall be entitled to receive (x) the Base Salary through the date of termination, to be paid in accordance with the Company’s usual payment practices; (y) such Employee Benefits, if any, as to which he may be entitled under the employee benefit plans and arrangements of the Company; (z) any Bonus for the fiscal year preceding Executive’s death or Disability that is based on the achievement of the relevant performance criteria for such period but that is unpaid as of Executive’s death or Disability, Executive or Executive’s estate, as applicable, shall be entitled to receive: and (iaa) the Accrued Rights; (ii) a pro rata any earned but unpaid portion of Executive’s target Annual the Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment occurs (which amount shall be “earned” as determined by the Company based on the achievement of the amounts set forth in this Section 8(brelevant performance criteria, prorated for the portion of the fiscal year during which Executive was employed by the Company), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions be paid in accordance with the time and form of this Agreement under which future benefits may be provided, under any other agreements as referenced above payment described in Section 5 and any Long Term Incentive compensation program4.

Disability or Death. (i) The Employment Term and the Executive’s 's employment hereunder shall terminate upon Executive’s his death and may be terminated by if the Company if Executive becomes in the good faith determination of the Board, based on sound medical advice, has become physically or mentally incapacitated and is therefore unable incapable of performing his duties hereunder for a continuous period of six consecutive months or for an aggregate one-hundred eighty (180) days, in which event the Executive will be deemed permanently disabled upon the expiration of nine months in any twenty-four consecutive month such one hundred eighty (180) day period to perform Executive’s duties (such incapacity is to be hereinafter referred to as “"Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. ." (ii) Upon termination of the Executive’s 's employment hereunder for on account of either Disability or death, the Executive or his estate (as the case may be) shall be entitled to receive (A) any accrued but unpaid Base Salary through the date of death or Disability, Executive or Executive’s estate(B) any unpaid Stay Bonus, as applicable, shall be entitled to receive: (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, together with interest calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 4, hereof, (C) compensation for any unused vacation which the Executive may have accrued and (D) reimbursement for such expenses as if Executive’s employment had not terminated; providedthe Executive may have properly incurred on behalf of the Company as provided in Section 8 above, prior to the effective date of the termination. In addition, in the event of Executive’s a termination on account of death or Disability, the Executive has executed and delivered (and not revoked) the Release or his estate, (as hereinafter definedthe case may be) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal shall continue to the greater of (A) one-half of Executive’s receive his Base Salary as in effect on as of the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day termination through one year following the date of such termination; provided, however, that -------- ------- in the case of a termination due to Disability, such payments shall be reduced by all payments in respect of any payments the Executive may receive under the Company's disability insurance for the same period. Such Base Salary continuation shall be in accordance with the Company's regular payroll practices. All other benefits, if any, due the Executive following the Executive’s death or 's termination on account of DisabilityDisability or death shall be determined in accordance with the plans, policies and practices of the Company; provided, in -------- however, that the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s or his estate, as applicablethe case may be) shall not ------- participate in any severance plan, shall have policy or program of the Company, other than any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions applicable disability benefit plan of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation programthe Company.

Disability or Death. (i) Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company Employer if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four eighteen (18) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company Employer cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the CompanyEmployer. If Executive and the Company Employer cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician hereunder shall be made in a writing that is promptly provided to the Company Employer and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iiiB) a cash lump sum payment equal of the pro rata portion (based upon the number of days in the applicable Fiscal Year during which Executive was employed with the Company through the Date of Termination, relative to the greater number of (Adays in the applicable Fiscal Year) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary Annual Bonus, if any, that Executive would have received had been entitled to receive pursuant to the Employment Term continued until Incentive Plan in respect of the end date specified Fiscal Year in Section 1 hereofwhich the Date of Termination occurs, payable on paid within fifteen (15) days after the 60th day following the date Date of Termination. Following Executive’s termination of employment due to Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b8(b)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if a determination is made, at the request of Executive becomes physically or mentally incapacitated upon the reasonable request of the Company set forth in a notice to Executive, by a physician selected by the Company and Executive, that Executive is therefore unable to perform his duties as an employee of the Company or its subsidiaries and in all reasonable medical likelihood such inability will continue for a period in excess of six 180 consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties days (such incapacity inability is hereinafter referred to as “Disability” or being “Disabled”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. Notwithstanding any such determination, in the event Executive is Disabled, the Company shall, pursuant to a Company employee benefit plan or otherwise, cause Executive to continue to receive the then Base Salary (or such other salary continuation as may be provided pursuant to any Company employee benefit plan) and welfare benefits (in accordance with the applicable Company employee benefit plan under which Executive receives such benefits immediately prior to such Disability) until the earlier to occur of (x) six months after the date Executive is determined to be Disabled and (y) such time as Executive commences coverage pursuant to the Company’s long-term disability plan. (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights;; and (iiB) a lump sum pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s target termination of employment, payable when such Annual Bonus would have otherwise been payable had Executive’s employment not terminated, based on the Target for the fiscal year in which termination occurs (the “Pro-Rata Bonus”). Following Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months employment due to death or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (except as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b8(b)(i) and 8(b)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except Agreement other than for rights to indemnification and directors and officers liability insurance as set forth under provisions of this Agreement under which future benefits may be provided herein; provided, under however, that the treatment of any other agreements as referenced above in Section 5 and equity rights held by Executive immediately prior to any Long Term Incentive compensation programsuch termination shall be subject to the applicable terms of the Management Equity Documents.

Disability or Death. (a) If, as a result of physical or mental disability (any such disability to be determined by a competent physician mutually acceptable to the Company and the Executive), the Executive shall have failed or been unable to perform the Executive’s employment duties hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six one hundred eighty (180) consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties calendar days (such incapacity is hereinafter referred to as “Disability”). Any question as , the Company may, by written notice to the existence Executive, terminate the Executive’s employment under this Agreement prior to the end of the Employment Term, effective as of the date of the notice. If the Executive’s employment is terminated due to Disability of Executive as pursuant to which Executive and this Section 6(a), the Company cannot agree shall pay to the Executive (in equal installments every two (2) weeks), (i) for the succeeding twelve (12) month period, an amount equal to eighty percent (80%) of the Executive’s Salary at the date of termination and (ii) for the twenty four (24) month period commencing on the date of the last payment required to be determined in writing made pursuant to clause (i), an amount equal to fifty percent (50%) of the Executive’s Salary at the date of termination (all regardless of any payments that the Executive may be entitled to receive under any disability insurance policy maintained by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as or otherwise). In addition, the Company shall maintain and pay for the Executive’s then existing health, life insurance and other benefits during the time period that any payments are being made pursuant to a qualified independent physicianthis Section 4(a) hereof. (b) The period of the Executive’s employment under this Agreement shall automatically terminate upon the Executive’s death. In the event of the Executive’s death, each the Company shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made pay to the beneficiary designated in writing to the Company and by the Executive shall be final and conclusive for all purposes of this Agreement. Upon termination of Executive’s employment hereunder for either death (or Disabilityif the Executive fails to designate a beneficiary, Executive or to the Executive’s estate), as applicable, shall be entitled to receive: (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total an amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment at an annual rate equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of the Executive’s termination, or death for a period of eighteen (B18) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following months from the date of the Executive’s death, payable in equal monthly installments on the first day of the month next succeeding the date of death or termination on account and the first day of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h)each month thereafter. (ivc) Following such termination of In addition, if the Executive’s employment andwith the Company is terminated pursuant to Section 6(a) or 6(b), if required, payment the Company shall pay the Executive a pro-rata portion of the amounts set forth Incentive Bonus for the year in this Section 8(b)which such termination occurred, neither based upon the number of days during such year that the Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation programwas employed.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company or if Executive becomes physically (A) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mentally incapacitated and is therefore unable mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (B) 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 twelve (12) months, receiving income replacement benefits for a period of six consecutive not less than three (3) months under an accident and health plan, or for disability plan, covering employees of the Company or an aggregate affiliate of nine months in any twenty-four consecutive month period to perform Executive’s duties the Company (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary Annual Bonus, if any, that the Executive would have received been entitled to receive pursuant to Section 3(b) hereof in respect of the year in which such termination occurs based upon the actual achievement of the performance goals, multiplied by a fraction the numerator of which is the number of days Executive is employed by the Company in such year and the denominator of which is the total number of days in such year, payable when such Annual Bonus would have otherwise been payable in accordance with Section 3(b) had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in employment not terminated (the event of “Pro-Rata Bonus”). Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b6(b), neither Executive nor or Executive’s estate, estate (as applicable, the case may be) shall have any no further rights to any contract damages, other compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six nine (9) consecutive months or for an aggregate of nine twelve (12) months in any twenty-four eighteen (18) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. the Agreement and any other agreement between any Company and Executive that incorporates the definition of “Disability”. (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (iiB) a pro rata portion of Executive’s target any Annual Bonus for the fiscal year in which Executive’s termination occursBonus, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12if any, payable that Executive would have been entitled to receive pursuant to Section 4 as if Executive’s employment had not terminated; provided, hereof in such year based upon the event percentage of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on fiscal year that shall have elapsed through the date of Executive’s terminationtermination of employment, or (B) one-half of the aggregate amount of Base Salary that Executive payable when such Annual Bonus would have received otherwise been payable to Executive pursuant to Section 4 had Executive’s employment not terminated; (C) full and immediate vesting of any awards granted pursuant to the Employment Term continued until Company’s IPO Incentive Scheme and the end date specified in Section 1 hereof, payable on TDS Investor (Cayman) L.P. 2006 Interest Plan (or any successor plan(s) established by the 60th day following Company) that are unvested at the date of termination of the Executive’s death employment (including, for the avoidance of doubt, any unvested equity that remains unvested due to the failure to in any prior calendar year(s) to achieve the relevant annual performance goals at target) and based upon the award’s target value at the time of the grant of the award, and payment in respect of such awards in accordance with the terms thereof; and (D) vesting of the awards granted pursuant to any equity plan of the Company (other than awards granted pursuant to the Company’s IPO Incentive Scheme or the TDS Investor (Cayman) L.P. 2006 Interest Plan (or any successor plan(s) established by the Company)) subsequent to the IPO (including pursuant to the Company’s Performance Share Plan), as, and to the extent, described in the documentation related to such awards; provided that in each case such vesting shall not be less favorable to the Executive than (1) in the case of an award which vests, in whole or in part, on the basis of performance, the portion of such award which would have vested assuming (i) that the Executive’s employment continued for 18 months following the termination of the Executive’s employment, (ii) that the award vests ratably on account a monthly basis over the remainder of Disabilitythe performance period (and beginning on the prior vesting date), and (iii) performance at target, and (2) in the case of an award which vests solely on the basis of continued employment, the portion of the award that would have vested assuming (i) that the Executive’s employment continued for 18 months following the termination of the Executive’s employment, and (ii) that the award vests ratably on a monthly basis over the vesting period; provided, however, that, for purposes of Section 7(b)(ii)(C) and this Section 7(b)(ii)(D), “target” shall be the amount of equity that would have vested had the Company achieved its budgeted target level of performance (measured at the time performance targets are put in place) and that in any event it shall not be less than 66.7% of the event award; further provided, however, that nothing in Section 7(b)(ii)(C) or this Section 7(b)(ii)(D) shall restrict the ability of the Board to grant more favorable vesting terms to the Executive. Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b7(b)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued RightsBase Salary through the date of termination; (iiB) any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year; (C) such Employee Benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company; (D) a pro rata portion of Executive’s target any Annual Bonus for Bonus, if any, that Executive would have been entitled to receive based upon the percentage of the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on that shall have elapsed through the date of Executive’s terminationtermination of employment, or (B) one-half of the aggregate amount of Base Salary that Executive payable when such Annual Bonus would have received otherwise been payable had Executive’s employment not terminated; and (E) any vested benefits as provided in the Employment Term continued until the end date specified in Section 1 hereofPremcor Senior Executive Retirement Plan, payable on the 60th day following accrued to the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation programemployment.

Disability or Death. Executive(a) The Officer’s employment hereunder shall terminate upon Executive’s death and with the Bank may be terminated by for “Disability” if the Company if Executive becomes physically Officer shall become disabled or mentally incapacitated and is therefore during the Employment Period to the extent that he has been unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as the essential functions of his employment for 270 consecutive days, subject to the existence Officer’s right to receive from the Bank following his termination due to Disability the following percentages of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes his Current Salary under section 4 of this Agreement. Upon termination : 100% for the first six months, 75% for the next six months and 60% thereafter for the remaining term of Executive’s employment hereunder the Employment Period (less in each case any benefits which may be payable to the Officer under the provisions of disability insurance coverage in effect for either death or DisabilityBank employees), Executive or Executive’s estate, as applicable, which shall be entitled paid in accordance with the Bank’s customary payroll practices. In addition, the Officer shall receive a cash lump sum equal to receive: (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus his earned but unpaid bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during prior to the year of Executive’s termination divided by 12termination, payable pursuant which shall be paid at the same time as bonuses for such year are paid to Section 4 as if Executiveactive employees. (b) In the event that the Officer’s employment had not terminated; provided, in with the event of Executive’s termination Bank shall terminate during the Employment Period on account of Disabilitydeath, Executive has executed and delivered the Bank shall promptly (and not revokedbut in any event within ninety days of the date of death) pay the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) Officer’s designated beneficiaries or, failing any designation, his estate a cash lump sum payment equal to his earned but unpaid Current Salary. In addition, the greater Bank shall pay the Officer’s designated beneficiaries or, failing any designation, his estate his earned but unpaid bonus for the year prior to the year of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or which shall be paid at the same time as bonuses for such year are paid to active employees. (Bc) one-half In the event of the aggregate amount Officer’s termination of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination employment on account of Disability; provideddeath or Disability prior to a Change of Control, the Compensation Committee of the Bank may, in its sole discretion, award the Officer a bonus for the year of termination, in an amount determined by such Committee either at the time of termination of employment or at the time bonuses to active employees are awarded, in which case the Bank shall pay such bonus to the Officer or, in the event of Executivedeath, his designated beneficiaries or estate, as the case may be, promptly (but in any event within thirty days) after it is awarded. In the event of the Officer’s termination of employment on account of Disabilitydeath or Disability after a Change of Control, Executive has executed and delivered the Bank shall promptly (and not revokedbut in any event within thirty days after termination) pay the Release within Officer or, in the time period specified in Section 12(h). (iv) Following such termination event of Executive’s employment anddeath, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s his designated beneficiaries or estate, as applicablethe case may be, shall have any further rights to any compensation or any other benefits under this Agreementa pro rata portion of his bonus for the year of termination, except as set forth under provisions determined by multiplying the amount of this Agreement under which future benefits may be providedthe bonus earned by the Officer for the preceding calendar year by the number of full months of employment during the year of termination, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation programdividing by 12.

Disability or Death. Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. Upon termination of Executive’s employment hereunder for either death or Disability, Executive or Executive’s estate, as applicable, shall be entitled to receive, except as otherwise provided by applicable law: (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and may be terminated by the Company Employer if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four 24 consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company Employer cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the CompanyEmployer. If Executive and the Company Employer cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company Employer and Executive shall be final and conclusive for all purposes of this the Agreement. Upon termination of Executive’s 's employment hereunder for due to either death or Disability, Executive or Executive’s estate, 's estate (as applicable, the case may be) shall be entitled to receive: (i) : the Accrued Rights; (ii) ; a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to Executive's earned but unpaid Guaranteed Annual Bonus, if any, payable in respect of the greater Fiscal Year immediately preceding the Fiscal Year in which the termination occurs, payable when the Guaranteed Annual Bonus would have otherwise been payable had Executive's employment not terminated; a lump sum payment equal to a pro-rated portion of (A) one-half of Executive’s Base Salary as in effect the Guaranteed Annual Bonus, calculated based on the date number of months (and any fraction thereof) Executive is employed during the Fiscal Year in which a termination of employment occurs and in respect of which the Guaranteed Annual Bonus is payable, relative to 12 months; a lump sum payment equal to Executive’s termination's earned but unpaid Profit Annual Bonus, or (B) one-half if any, in respect of the aggregate amount of Base Salary that Executive Fiscal Year immediately preceding the Fiscal Year in which the termination occurs, payable when the Profit Annual Bonus would have received otherwise been payable had Executive's employment not terminated; and a lump sum payment equal to a pro-rated portion of the Employment Term continued until the end date specified in Section 1 hereofExecutive's Profit Annual Bonus, payable calculated based on the 60th day following number of months (and any fraction thereof) Executive is employed during the date Fiscal Year in which a termination of employment occurs and in respect of which the Profit Annual Bonus is payable, relative to 12 months. Following Executive’s 's termination of employment due to death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in Section 5(b), this Section 8(b7(b)(ii) and Section 9(a)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for has a period of six consecutive months or for an aggregate of nine months Disability (as defined below) and, in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. Upon termination of Executive’s employment hereunder for either death or Disabilitycase, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (iiB) a pro rata portion of Executive’s target Annual Bonus the Target Award that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal year in of termination, such portion to be determined by multiplying the Target Award by a fraction, the numerator of which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by is the number of months or partial months of Executive’s employment days during which Executive was employed by Luminant in the fiscal year of Executive’s termination divided by 12termination, and the denominator of which is 365 (the “Pro-Rata Bonus”), with such Pro-Rata Bonus payable to Executive pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iiiC) if the termination occurs prior to September 30, 2012, the Retention Award, or a cash lump sum payment equal portion thereof, that Executive would otherwise have been entitled to receive pursuant to Section 5 hereof, calculated as (i) 75% of the greater of (Aaggregate Annual Bonus amount(s) one-half of Executive’s Base Salary as in effect on actually earned by Executive for any applicable fiscal year completed prior to the date of Executive’s termination, plus (ii) for a termination occurring in fiscal year 2010 or (B) one-half 2011, 75% of the aggregate Pro-Rata Bonus amount calculated pursuant to Section 8(b)(i)(B) above (the sum of Base Salary that such amounts referred to herein as the “Pro-Rata Retention Award”), with such Pro-Rata Retention Award payable to Executive would have received had as soon as practicable but no later than ninety (90) days following termination. For avoidance of doubt, the Employment Term continued until the end date specified in Section 1 hereof, payable Retention Award payment shall not be based on the 60th day following the date of Executive’s death any Annual Bonus or termination on account of Disability; provided, in the event of Pro-Rata Bonus earned by or paid to Executive with respect to fiscal year 2012. Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b)8(b)(i) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) Executive’s 's employment hereunder shall terminate upon Executive’s 's death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four twelve (12) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s 's employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, 's estate (as applicablethe case may be), shall be entitled to receive: (iA) the Accrued Rights; (iiB) continued payment of Executive's Base Salary during the period commencing on the termination date and ending on the date that is six months after the termination date; (C) a pro rata portion of Executive’s target the Annual Bonus for Bonus, if any, that Executive would have been entitled to receive pursuant to the fiscal year Citizens Incentive Plan in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of termination, based on actual performance through the date of termination; and (D) all Restricted Shares that have been granted as of the date of termination shall be fully vested and non-forfeitable as of such date, all other restricted shares and options previously granted to Executive that are not vested as of such date shall become vested and non-forfeitable or, in the case of options, fully exercisable, and Executive shall not be entitled to any further annual grants of Restricted Shares under Section 5 of this Agreement. (iii) Upon termination of Executive’s termination divided by 12's employment hereunder due to Executive's death or Disability, payable pursuant in addition to the benefits described in Section 4 as if Executive’s employment had not terminated; provided7(b)(ii) above, the Company shall provide Executive (in the event of his Disability) and Executive’s termination on account of Disability's spouse with medical, Executive has executed dental, life insurance and delivered other health benefits (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal pursuant to the greater of (A) one-half of Executive’s Base Salary as same Company Plans that are medical, dental, life insurance and other health benefit plans and that are in effect on for active employees of the Company), at the sole cost of the Company, until the second anniversary of the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s 's death or Disability. Following Executive's termination on account of Disability; provided, in the event of Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b7(b), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. The Employment Term, and Executive’s employment hereunder hereunder, shall terminate immediately upon Executive’s death and may be terminated or following delivery of a Notice of Termination by the Company to Executive if Executive becomes physically or mentally incapacitated and is therefore unable for a period of ninety (90) consecutive days or one-hundred twenty (120) days during any consecutive six consecutive months or for an aggregate of nine months in any twenty-four consecutive (6) month period to perform Executive’s his duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: receive (i) his Base Salary through the Accrued Rights; last day of the payroll period during which such termination occurs; (ii) any declared but unpaid Annual Bonus for any fiscal year preceding the year in which the termination occurs; (iii) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy through the date of Executive’s termination (the sum of (i), (ii) plus (iii), the “Accrued Obligations”); (iv) a pro rata portion of any Annual Bonus that Executive would have been entitled to receive pursuant to Section 4(b) of this Agreement with respect to the fiscal year of termination based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, and determined by using (X) the Transition Bonus, if such termination occurs during fiscal year 2005, and reducing the pro rata portion of the Transition Bonus by the aggregate amount of all installments of the Transition Bonus that have been paid through the date of termination, or (Y) Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until if such termination occurs following the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered fiscal year 2005 (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.the

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated incapacitated, after providing Executive reasonable accommodation, and is therefore unable unable, for a period of six consecutive months or for an aggregate of nine twelve months in any twenty-four consecutive month period period, to perform Executive’s duties. The period of six months shall be deemed continuous unless Executive returns to work for a period of at least 30 consecutive days during such period and competently performs his job duties (and responsibilities during such period. Such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who qualified independent physician which third such physician shall make such determination in writingdetermination. The determination of Disability made by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. the Agreement and any other agreement between the Company and Executive that incorporates the definition of “Disability”. (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights;; and (iiB) a pro rata portion of Executive’s target an Annual Bonus for (if otherwise payable in accordance with Section 3(c)), payable within 30 days after annual bonuses in respect of the year of termination are generally paid to senior executives of the Company, based upon the percentage of the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on that shall have elapsed through the date of Executive’s termination, or (B) one-half termination of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disabilityemployment; provided, in the event of Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b7(b)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. Executive(a) The Officer’s employment hereunder shall terminate upon Executive’s death and with the Holding Company may be terminated by for “Disability” if the Company if Executive becomes physically Officer shall become disabled or mentally incapacitated and is therefore during the Employment Period to the extent that she has been unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as the essential functions of her employment for 270 consecutive days, subject to the existence Officer’s right to receive from the Holding Company following her termination due to Disability the following percentages of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes her Current Salary under section 4 of this Agreement. Upon termination : 100% for the first six months, 75% for the next six months and 60% thereafter for the remaining term of Executive’s employment hereunder the Employment Period (less in each case any benefits which may be payable to the Officer under the provisions of disability insurance coverage in effect for either death or DisabilityHolding Company employees), Executive or Executive’s estate, as applicable, which shall be entitled paid in accordance with the Holding Company’s customary payroll practices. In addition, the Officer shall receive a cash lump sum equal to receive: (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus her earned but unpaid bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during prior to the year of Executive’s termination divided by 12termination, payable pursuant which shall be paid at the same time as bonuses for such year are paid to Section 4 as if Executiveactive employees. (b) In the event that the Officer’s employment had not terminated; provided, in with the event of Executive’s termination Holding Company shall terminate during the Employment Period on account of Disabilitydeath, Executive has executed and delivered the Holding Company shall promptly (and not revokedbut in any event within ninety days of the date of death) pay the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) Officer’s designated beneficiaries or, failing any designation, her estate a cash lump sum payment equal to her earned but unpaid Current Salary. In addition, the greater Holding Company shall pay the Officer’s designated beneficiaries or, failing any designation, her estate her earned but unpaid bonus for the year prior to the year of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or which shall be paid at the same time as bonuses for such year are paid to active employees. (Bc) one-half In the event of the aggregate amount Officer’s termination of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination employment on account of Disability; provideddeath or Disability prior to a Change of Control, the Compensation Committee of the Holding Company may, in its sole discretion, award the Officer a bonus for the year of termination, in an amount determined by such Committee either at the time of termination of employment or at the time bonuses to active employees are awarded, in which case the Holding Company shall pay such bonus to the Officer or, in the event of Executivedeath, her designated beneficiaries or estate, as the case may be, promptly (but in any event within thirty days) after it is awarded. In the event of the Officer’s termination of employment on account of Disabilitydeath or Disability after a Change of Control, Executive has executed and delivered the Holding Company shall promptly (and not revokedbut in any event within thirty days after termination) pay the Release within Officer or, in the time period specified in Section 12(h). (iv) Following such termination event of Executive’s employment anddeath, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s her designated beneficiaries or estate, as applicablethe case may be, shall have any further rights to any compensation or any other benefits under this Agreementa pro rata portion of her bonus for the year of termination, except as set forth under provisions determined by multiplying the amount of this Agreement under which future benefits may be providedthe bonus earned by the Officer for the preceding calendar year by the number of full months of employment during the year of termination, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation programdividing by 12.

Disability or Death. If Executive should suffer a Permanent Disability, the Company may terminate Executive's employment hereunder upon ten (10) or more days' prior written notice to Executive. If Executive should pass away during the term of this Agreement, Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Companydeemed terminated on her date of death. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all For purposes of this Agreement, a "Permanent Disability" shall be deemed to have occurred only when Executive has qualified for benefits (including satisfaction of any applicable waiting period) under the Company's or a subsidiary's long-term disability insurance arrangement (the "LTD Policy"). Upon In the event of the termination of Executive’s 's employment hereunder for either death by reason of Permanent Disability or Disabilitydeath, the Employment Term shall end on the day of such termination and the Company shall pay, no later than the payroll cycle following Executive’s termination, to Executive or Executive’s estate's legal representative (in the event of Permanent Disability), as applicableor any beneficiary or beneficiaries designated by Executive to the Company in writing, shall be entitled or to receive: Executive's estate if no such beneficiary has been so designated (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability's death), Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash single lump sum payment of: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation, due to Executive at the date of such termination; (ii) any amounts owing, but not yet paid, pursuant to Section 5 hereof. In addition, upon a termination under this Section 6(b), and upon the satisfaction of the conditions set forth herein: (1) Executive shall receive a pro rata Bonus for the calendar year in which such termination occurs, equal to the greater Bonus she would have received, to the extent all criteria for such a Bonus have been met (with the exception of the requirement that Executive be employed on the date the Bonus is to be paid), for the calendar year of said termination multiplied by a fraction, the numerator of which is the number of days in such year preceding and including the date of termination, and the denominator of which is 365. Said pro-rata Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company through the date of payment, but in any event, not later than March 15 of the calendar year following the calendar year in which the Bonus is earned; (A2) one-half Executive shall receive any unpaid Bonus for the calendar year preceding her termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Executive be employed on the date the Bonus is to be paid). Said Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company through the date of payment; (3) all of Executive's outstanding but unvested stock options granted pursuant to Section 3(c) of this Agreement shall vest immediately; and (4) all of Executive’s Base Salary as in effect on outstanding but unvested restricted and common stock granted pursuant to Section 3(d) of this Agreement shall vest immediately. The payment of the date Bonuses and the acceleration of Executive’s termination, options and stock are conditioned upon Executive (or (Bher legal representative) one-half signing a release in favor of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified Company, as provided for in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h6(f). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts . Except as specifically set forth in this Section 8(b)9 hereof, neither Executive nor Executive’s estate, as applicable, the Company shall have any no further rights obligations to any compensation or any other benefits Executive under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) Executive’s 's employment hereunder shall terminate upon Executive’s 's death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four twelve (12) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s 's employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, 's estate (as applicablethe case may be), shall be entitled to receive: (iA) the Accrued Rights; (iiB) continued payment of Executive's Base Salary during the period commencing on the termination date and ending on the date that is six months after the termination date; (C) a pro rata portion of Executive’s target the Annual Bonus for Bonus, if any, that Executive would have been entitled to receive pursuant to the fiscal year Citizens Incentive Plan in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of termination, based on actual performance through the date of termination; and (D) all Restricted Shares that have been granted as of the date of termination shall be fully vested and non-forfeitable as of such date, all other restricted shares and options previously granted to Executive that are not vested as of such date shall become vested and non-forfeitable or, in the case of options, fully exercisable, and Executive shall not be entitled to any further annual grants of Restricted Shares under Section 5 of this Agreement. (iii) Upon termination of Executive’s termination divided by 12's employment hereunder due to Executive's death or Disability, payable pursuant in addition to the benefits described in Section 4 as if Executive’s employment had not terminated; provided8(b)(ii) above, the Company shall provide Executive (in the event of his Disability) and Executive’s termination on account of Disability's spouse with medical, Executive has executed dental, life insurance and delivered other health benefits (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal pursuant to the greater of (A) one-half of Executive’s Base Salary as same Company Plans that are medical, dental, life insurance and other health benefit plans and that are in effect on for active employees of the Company), at the sole cost of the Company, until the second anniversary of the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s 's death or Disability. Following Executive's termination on account of Disability; provided, in the event of Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. ExecutiveIf Employee should suffer a Permanent Disability, the Company may terminate Employee’s employment hereunder shall terminate upon Executiveten (10) or more days’ prior written notice to Employee. If Employee should pass away during the term of this Agreement, Employee’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree employment shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Companydeemed terminated on Employee’s date of death. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all For purposes of this Agreement, a “Permanent Disability” shall be deemed to have occurred only when Employee has qualified for benefits (including satisfaction of any applicable waiting period) under the Company’s or a subsidiary’s long-term disability insurance arrangement. Upon In the event of the termination of ExecutiveEmployee’s employment hereunder for either death by reason of Permanent Disability or death, the Employment Term shall end on the day of such termination and the Company shall pay, no later than the first payroll date following Employee’s termination, to Employee or Employee’s legal representative (in the event of Permanent Disability), Executive or Executiveany beneficiary or beneficiaries designated by Employee to the Company in writing, or to Employee’s estateestate if no such beneficiary has been so designated (in the event of Employee’s death), as applicable, shall be entitled to receive: a single lump sum payment of: (i) any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the Accrued Rights; date of such termination; (ii) any amounts owing, but not yet paid, pursuant to Section 3(d) hereof. In addition, upon a termination under this Section 4(b): (1) Employee shall receive a pro rata portion of Executive’s target Annual Bonus bonus for the fiscal calendar year in which Executive’s such termination occurs, calculated as the total amount of such equal to Employee's target Annual Bonus bonus for the full calendar year of said termination multiplied by a fraction, the numerator of which is the number of months or partial months days in such year preceding and including the date of Executivetermination, and the denominator of which is three hundred sixty-five (365); (2) Employee shall receive any accrued but unpaid bonus for the calendar year preceding Employee’s employment during termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); and (3) all of Employee’s outstanding but unvested equity awards shall vest immediately and the expiration date for all of Employee’s unvested stock option awards shall be extended so that they expire one year after the date of Executive’s Employee's termination divided by 12under this Section 4(b). Subject to Section 6(c), the amounts payable pursuant to Section 4 as if Executive’s employment had not terminated; providedclauses (1) and (2) above shall be paid within five (5) days following the date Employee's Release becomes effective and irrevocable (or, in the event of Executive’s termination on account of DisabilityEmployee's death, Executive has executed and delivered within five (and not revoked5) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day days following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(hEmployee's death). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. Executive(a) The Officer’s employment hereunder shall terminate upon Executive’s death and with the Holding Company may be terminated by for “Disability” if the Company if Executive becomes physically Officer shall become disabled or mentally incapacitated and is therefore during the Employment Period to the extent that he has been unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as the essential functions of his employment for 270 consecutive days, subject to the existence Officer’s right to receive from the Holding Company following his termination due to Disability the following percentages of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes his Current Salary under section 4 of this Agreement. Upon termination : 100% for the first six months, 75% for the next six months and 60% thereafter for the remaining term of Executive’s employment hereunder the Employment Period (less in each case any benefits which may be payable to the Officer under the provisions of disability insurance coverage in effect for either death or DisabilityHolding Company employees), Executive or Executive’s estate, as applicable, which shall be entitled paid in accordance with the Holding Company’s customary payroll practices. In addition, the Officer shall receive a cash lump sum equal to receive: (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus his earned but unpaid bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during prior to the year of Executive’s termination divided by 12termination, payable pursuant which shall be paid at the same time as bonuses for such year are paid to Section 4 as if Executiveactive employees. (b) In the event that the Officer’s employment had not terminated; provided, in with the event of Executive’s termination Holding Company shall terminate during the Employment Period on account of Disabilitydeath, Executive has executed and delivered the Holding Company shall promptly (and not revokedbut in any event within ninety days of the date of death) pay the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) Officer’s designated beneficiaries or, failing any designation, his estate a cash lump sum payment equal to his earned but unpaid Current Salary. In addition, the greater Holding Company shall pay the Officer’s designated beneficiaries or, failing any designation, his estate his earned but unpaid bonus for the year prior to the year of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or which shall be paid at the same time as bonuses for such year are paid to active employees. (Bc) one-half In the event of the aggregate amount Officer’s termination of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination employment on account of Disability; provideddeath or Disability prior to a Change of Control, the Compensation Committee of the Holding Company may, in its sole discretion, award the Officer a bonus for the year of termination, in an amount determined by such Committee either at the time of termination of employment or at the time bonuses to active employees are awarded, in which case the Holding Company shall pay such bonus to the Officer or, in the event of Executivedeath, his designated beneficiaries or estate, as the case may be, promptly (but in any event within thirty days) after it is awarded. In the event of the Officer’s termination of employment on account of Disabilitydeath or Disability after a Change of Control, Executive has executed and delivered the Holding Company shall promptly (and not revokedbut in any event within thirty days after termination) pay the Release within Officer or, in the time period specified in Section 12(h). (iv) Following such termination event of Executive’s employment anddeath, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s his designated beneficiaries or estate, as applicablethe case may be, shall have any further rights to any compensation or any other benefits under this Agreementa pro rata portion of his bonus for the year of termination, except as set forth under provisions determined by multiplying the amount of this Agreement under which future benefits may be providedthe bonus earned by the Officer for the preceding calendar year by the number of full months of employment during the year of termination, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation programdividing by 12.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by either of the Company Companies if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and either of the Company Companies cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and either of the CompanyCompanies. If Executive and the Company Companies cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to either of the Company Companies and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death or Disability, Executive or Executive’s estate, as applicable, shall be entitled to receive: (iA) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iiiB) provided Executive (x) does not violate the restrictions set forth in Sections 8 and 9 of this Agreement and (y) executes, delivers and does not revoke a cash lump sum general release of claims against the Companies and their affiliates, in the form attached hereto as Exhibit A, payment of an amount equal to the greater of two (A2) one-half of times Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereofSalary, payable on the 60th day in equal monthly installments over a two-year period following the date of Executivetermination of employment (such two-year period, the “Severance Period”), consistent with the Operating Company’s death or termination on account of Disabilitypast payroll practices; provided, in however, the event of amount payable under this Section 7(b)(ii)(B) shall be reduced by any amounts paid or payable to Executive under the Companies’ or any subsidiary’s disability plan. Following Executive’s termination on account of employment due to Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b)7(b)(ii) and Section 11, neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement. (iii) Upon termination of Executive’s employment hereunder for death, Executive or Executive’s estate (as the case may be) shall be entitled to receive the Accrued Rights. Following Executive’s termination of employment due to death, except as set forth under provisions of in this Agreement under which future benefits may be providedSection 7(b)(iii) and Section 11, under Executive shall have no further rights to any compensation or any other agreements as referenced above in Section 5 and any Long Term Incentive compensation programbenefits under this Agreement.

Disability or Death. (i) The Executive’s 's employment hereunder shall terminate upon Executive’s 's death and may be terminated by the Company or if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability physical or mental incapacitation of Executive as to which Executive or his representative and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. , and all costs incurred by Executive and/or the Company that are related to such determination shall be paid by the Company. (ii) Upon termination of Executive’s 's employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, 's estate (as applicable, the case may be) shall be entitled (reduced by any benefits payable under the Severance Agreement defined in Section 9(a)(iv)) to receive: (iA) the Accrued Rights; (B) (i) continued payment of the Base Salary for twenty-four (24) months after the date of termination, and (ii) a pro rata portion full payment of Executive’s target Annual the Target Bonus for (calculated as if all performance targets have been satisfied in full) in respect of the fiscal year in which Executive’s such date of termination occurs, calculated at such time as the total amount Target Bonus would otherwise be payable, in accordance with the annual incentive plan of such target Annual Bonus for the full year multiplied by Company in effect as of the number date of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminatedtermination; provided, that the aggregate amount described in this clause (B) shall be reduced by any amounts owed to the Company by Executive and by the value of any other cash severance or termination benefits payable to Executive under any other plans, programs or arrangements of the Company or its affiliates; and (C) (i) full acceleration of vesting and exercisability of any outstanding options to purchase shares of Common Stock of the Company (whether granted by the Company or its predecessor), held on the date of termination, with all options to purchase Common Stock of the Company exercisable for twelve (12) months following the date of termination; and (ii) full acceleration of vesting of any Company restricted stock held on the date of termination; provided, however, that the extension of the term of the options to purchase Common Stock of the Company set forth in this Section 9(b)(ii)(C) shall not be provided to the extent that the delivery of such benefits would cause the Company to incur a charge to earnings for financial accounting purposes which is greater than the charge incurred by the Company in the absence of such extension; and (D) in the event of Executive’s 's termination of employment on account of Disabilitydeath, payment of any then outstanding obligations of the Executive which the Company has executed and delivered guaranteed under the Guarantees solely with the proceeds of one or more policies of life insurance on the life of Executive (and not revokedon which Executive or Executive's designee is the beneficiary) purchased by the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) Company for this purpose, but subject to a cash lump sum payment equal collateral assignment to the greater Company sufficient to enable the Company to pay off in full all the indebtedness to which the Guarantees apply, which the Company shall be obligated to purchase within an administratively reasonable period of (A) one-half time following the Closing Date. Notwithstanding the foregoing, the Company shall not be obligated to pay aggregate premiums in excess of $100,000. In the event that the Company cannot purchase life insurance on Executive’s Base Salary as in effect 's life on the date of Executive’s terminationterms described herein, or (B) one-half upon the expiration of the aggregate amount of Base Salary that Executive would have received had life insurance policies purchased pursuant to this Section 9(b)(ii)(D), then the Employment Term continued until Company shall not be required to pay such obligations covered by the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, Guarantees in the event of Executive’s 's termination of employment on account of Disabilitydeath; and (E) in the event of Executive's termination of employment on account of Disability and the Guarantees are still in effect on that date, Executive has executed and delivered the Guarantees shall be extended for a period of the lesser of (and not revokedi) four years or (ii) the Release within date on which the time period specified obligations to Bear Stearns shall have been satisfied in Section 12(h)full by the Obligors. Notwithst▇▇▇▇▇▇ the foregoing, nothing in this Agreement shall be construed to amend those provisions of the Guarantees which allow the Company to manage the nature and scope of its liability under the Guarantees by their terms. (ivF) Following such up to twenty four (24) months of continued coverage for Executive and his qualified beneficiaries (who are covered under the Company's medical insurance plans on the date of termination of employment) under the Company's medical insurance plans in accordance with the terms thereof, as required under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), at the same cost to Executive as was provided to Executive immediately prior to the date of termination ("Base Cost"), such benefit to be provided by reimbursing Executive for the cost of Executive’s 's medical premiums under COBRA to the extent that they exceed the Base Cost. Following Executive's termination of employment anddue to death or Disability, if required, payment of the amounts except as set forth in this Section 8(b9(b), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six nine (9) consecutive months or for an aggregate of nine twelve (12) months in any twenty-four eighteen (18) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. the Agreement and any other agreement between any Company and Executive that incorporates the definition of “Disability”. (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (iiB) a pro rata portion of Executive’s target any Annual Bonus for the fiscal year in which Executive’s termination occursBonus, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12if any, payable that Executive would have been entitled to receive pursuant to Section 4 as if Executive’s employment had not terminated; provided, hereof in such year based upon the event percentage of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on fiscal year that shall have elapsed through the date of Executive’s terminationtermination of employment, or (B) one-half of the aggregate amount of Base Salary that Executive payable when such Annual Bonus would have received otherwise been payable to Executive pursuant to Section 4 had Executive’s employment not terminated; (C) full and immediate vesting of any awards granted pursuant to the Employment Term continued until Travelport plc IPO Incentive Scheme and the end date specified in Section 1 hereof, payable on the 60th day following TDS Investor (Cayman) L.P. 2006 Interest Plan (or any successor plan(s) established by Travelport plc) that are unvested at the date of termination of the Executive’s death employment (including, for the avoidance of doubt, any unvested equity that remains unvested due to the failure to in any prior calendar year(s) to achieve the relevant annual performance goals at target) and based upon the award’s target value at the time of the grant of the award, and payment in respect of such awards in accordance with the terms thereof; and (D) vesting of the awards granted pursuant to any equity plan of Travelport plc or any of its affiliates (other than awards granted pursuant to the Travelport plc IPO Incentive Scheme or the TDS Investor (Cayman) L.P. 2006 Interest Plan (or any successor plan(s) established by Travelport plc)) subsequent to the IPO (including pursuant to the Travelport plc Performance Share Plan), as, and to the extent, described in the documentation related to such awards; provided that in each case such vesting shall not be less favorable to the Executive than (1) in the case of an award which vests, in whole or in part, on the basis of performance, the portion of such award which would have vested assuming (i) that the Executive’s employment continued for 18 months following the termination of the Executive’s employment, (ii) that the award vests ratably on account a monthly basis over the remainder of Disabilitythe performance period (and beginning on the prior vesting date), and (iii) performance at target, and (2) in the case of an award which vests solely on the basis of continued employment, the portion of the award that would have vested assuming (i) that the Executive’s employment continued for 18 months following the termination of the Executive’s employment, and (ii) that the award vests ratably on a monthly basis over the vesting period; provided, however, that, for purposes of Section 7(b)(ii)(C) and this Section 7(b)(ii)(D), “target” shall be the amount of equity that would have vested had Travelport plc achieved its budgeted target level of performance (measured at the time performance targets are put in place) and that in any event it shall not be less than 66.7% of the event award; further provided, however, that nothing in Section 7(b)(ii)(C) or this Section 7(b)(ii)(D) shall restrict the ability of the Board to grant more favorable vesting terms to the Executive. Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b7(b)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. The Employment Term, and Executive’s 's employment hereunder hereunder, shall terminate immediately upon Executive’s his death and may be terminated or, following delivery of a Notice of Termination by the Company to Executive, if Executive becomes physically or mentally incapacitated and is therefore unable for a period of ninety (90) consecutive days or one-hundred twenty (120) days during any consecutive six consecutive months or for an aggregate of nine months in any twenty-four consecutive (6) month period to perform Executive’s his duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “"Disability”"). Any question as If and to the existence extent termination of Executive's employment by reason of Disability shall cause Executive to fail to remain eligible to receive long-term disability benefits that he would have otherwise been entitled to receive under the Disability Company's long-term disability plan in which he then participates as a result of such Disability, then Executive as to which shall be removed from the positions of Chairman and Chief Executive Officer of Holdings and the Company, and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable continue to pay Base Salary to Executive for up to six months following the delivery of a Notice of Termination to Executive, or for such shorter period as may be necessary for Executive to become eligible for benefits under Company's long term disability plan. For the avoidance of doubt, Executive's removal from the positions of Chairman and Chief Executive Officer of Holdings and the Company, as described in the preceding sentence, shall not constitute Good Reason or termination of employment without Cause. If During such period, Executive and shall remain an employee of the Company canbut shall not agree as be entitled to a qualified independent physicianany compensation, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writingbonus or benefits other than the Base Salary continuation referenced above. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. Upon Following termination of Executive’s 's employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, 's estate (as applicable, the case may be) shall be entitled to receive: receive (i) within ten (10) days following termination, the Accrued Rights; Obligations and (ii) a pro rata portion of Executive’s target subject to Sections 13(h) and 14(f), (A) any earned but unpaid Annual Bonus for in respect of any of the Company's fiscal years preceding the fiscal year in which Executive’s the termination occurs, calculated as payable when annual bonuses are paid to other senior executive officers of the total Company generally, (B) a pro-rated Annual Bonus in respect of the year of termination equal to the product of (x) the amount of such target Annual Bonus for that would have been payable to Executive had his employment not so terminated based on the full year multiplied by actual percentage attainment of that year's EBITDA Target and (y) a fraction, the numerator of which is the number of months or partial months days elapsed in the fiscal year in which such termination occurs through such termination and the denominator of Executive’s employment during the year of Executive’s termination divided by 12which is 365, payable pursuant when such annual bonuses are paid to Section 4 as other senior executive officers of the Company (the "Pro-Rated Annual Bonus"); provided that if Executive’s 's employment had not terminated; providedterminates in 2008, the Pro-Rated Annual Bonus shall only include such amount, if any, in excess of the event 2008 Annual Bonus Minimum, and (C) if unpaid, the 2008 Annual Bonus Minimum, payable when annual bonuses are paid to other senior executive officers of Executive’s termination on account of Disabilitythe Company generally. Except as provided herein, Executive has executed and delivered (and not revoked) the Release or Executive's estate (as hereinafter definedthe case may be) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation (including any Base Salary or Annual Bonus) or any other benefits under this Agreement. All other accrued and vested benefits, except as set forth under provisions if any, due Executive following Executive's termination for Disability or death shall be determined in accordance with the plans, policies and practices of this Agreement under which future benefits may be the Company; provided, under however, that Executive (or his estate, as the case may be) shall not participate in any other agreements as referenced above in Section 5 and any Long Term Incentive compensation programseverance, separation pay or termination plan, policy or program of the Company.

Disability or Death. (i) The Employment Term and the Executive’s employment hereunder shall terminate upon the Executive’s death and may be terminated by the Company if the Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four eighteen (18) consecutive month period to perform the Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of the Executive as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third physician who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement. Such determination of Disability applies solely to the determination of whether employment may be terminated under this Section 7 of this Agreement and has no effect on any Company healthcare or other benefit plan, including any assessment relating to disabilities in connection with such plan(s), or any of the Company’s statutory obligations. (ii) Upon termination of the Executive’s employment hereunder for either death Disability or Disabilitydeath, the Executive or the Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights;Obligations; and (iiB) a pro rata portion of Executive’s target any Annual Bonus for Bonus, if any, that the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable Executive would have been entitled to receive pursuant to Section 4 as if hereof in respect of such year based upon the percentage of the Fiscal Year that shall have elapsed through the date of the Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to the Executive pursuant to Section 4 had the Executive’s employment had not terminated; provided, in terminated (the event of “Pro Rata Bonus”). Following the Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release (except as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b7(b)(ii), neither the Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) Executive’s employment hereunder shall terminate immediately upon Executive’s death and may be terminated by the Company if due to Executive’s physical or mental illness, injury or infirmity which is reasonably likely to prevent and/or prevents Executive becomes physically or mentally incapacitated and is therefore unable from performing his essential job functions for a period of six (A) ninety (90) consecutive months calendar days or for (B) an aggregate of nine months in one hundred twenty (120) calendar days out of any twenty-four consecutive twelve (12) month period to perform Executive’s duties (such incapacity illness, injury or infirmity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (iiB) the portion of any Annual Bonus that has been earned for any fiscal year of the Company that has ended prior to the year in which such termination occurs (“Prior Year’s Bonus”) to the extent not theretofore paid; and (C) a pro pro-rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as of employment occurs based on actual results for such year (determined by multiplying the total amount of such target Annual Bonus bonus which would be due for the full fiscal year multiplied by a fraction, the numerator of which is the number of months or partial months of Executive’s employment days during the fiscal year of Executive’s termination divided that Executive is employed by 12, the Company and the denominator of which is 365) payable pursuant at the same time bonuses for such year are paid to Section 4 as if Executive’s employment had not terminated; provided, in other senior executives of the event of Executive’s termination on account of Disability, Executive has executed and delivered Company (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h“Pro-Rata Bonus”); and. (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b9(b)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. 7.1. In the event that the Executive becomes Totally Disabled during the Executive’s 's employment hereunder hereunder, (a) the Executive's employment with the Company shall terminate upon be deemed to have terminated employment with the Company effective as of the first date on which the Executive is determined to be Totally Disabled, and (b) in lieu of any other compensation or benefits provided for under this Agreement (to the extent permitted by applicable law and other than pursuant to a policy, plan, program or arrangement provided to the Executive in accordance with Section 4 hereof), the Executive shall receive on or about the first day of each calendar month, beginning with the first calendar month immediately following the date on which the Executive is first determined to be Totally Disabled and continuing for five additional months (a total of six months), a cash payment equal to the Executive’s death and may 's monthly base salary (determined as of the date on which the Executive is first determined to be terminated Totally Disabled) plus one-twelfth of the average of the CAPP (▇▇, if applicable, other annual bonus) awards paid to the Executive by the Company for each of the three calendar years immediately preceding the year in which the Executive is first determined to be Totally Disabled (or, if the Executive becomes physically has not been employed by the Company or mentally incapacitated and one of its affiliates for at least three calendar years immediately preceding the year in which the Executive is therefore unable first determined to be Totally Disabled, for a period such years as the Executive has been employed by the Company or one of six consecutive months or for an aggregate of nine months its affiliates immediately preceding the year in which the Executive is first determined to be Totally Disabled; provided, however, that if the Executive is determined to be Totally Disabled prior to receiving any twenty-four consecutive month period CAPP ▇▇ other annual bonus award from the Company, any CAPP ▇▇ other annual bonus award guaranteed to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as Executive pursuant to the existence of the Disability of Executive as to which Executive and Executive's engagement letter with the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable taken into account for purposes of this Section 7.1), less any amounts received through any disability or salary continuation plan provided pursuant to Executive and the CompanySection 4 hereof. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all For purposes of this Agreement. Upon termination of Executive’s employment hereunder for either death or Disability, the Executive or Executive’s estate, as applicable, shall be entitled considered to receive: (i) the Accrued Rights; (ii) a pro rata portion be "Totally Disabled" as of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated such date as the total amount Executive is determined to have a physical or mental impairment that prevents the Executive from performing the duties of such target Annual Bonus the Executive's regular job. 7.2. In the event that the Executive dies while employed hereunder, the Executive's beneficiary (or beneficiaries) shall receive, in lieu of any other compensation or benefits provided for under this Agreement (to the full year multiplied extent permitted by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable applicable law and other than pursuant to a policy, plan, program or arrangement provided to the Executive in accordance with Section 4 as if hereof), the Executive’s employment had not terminated; provided, in 's beneficiary or beneficiaries shall receive within 30 days of the event date of the Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) 's death a lump-sum cash lump sum payment equal to the greater Executive's annual base salary (determined as of (A) one-half of Executive’s Base Salary as in effect on the date of the Executive’s termination, or (B's death) one-half plus the average of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered CAPP (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and▇▇, if requiredapplicable, payment other annual bonus) awards paid to the Executive by the Company for each of the amounts set forth three calendar years immediately preceding the year in this Section 8(b), neither Executive nor which the Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six nine (9) consecutive months or for an aggregate of nine twelve (12) months in any twenty-four eighteen (18) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. the Agreement and any other agreement between any Company and Executive that incorporates the definition of “Disability”. (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (iiB) a the pro rata portion of Executive’s target Annual any such amount, if any, that Executive would have been entitled to receive under the Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment Plan during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half termination of employment based upon the aggregate amount number of Base Salary days of such year that shall have elapsed and for which Executive would have had not otherwise received had any amounts under the Employment Term continued until the end date specified Bonus Plan in Section 1 hereof, payable on the 60th day following respect of such year through the date of Executive’s death termination of employment, payable when such amounts would have otherwise been payable to Executive pursuant to the Bonus Plan had Executive’s employment not terminated; and (C) vesting of any equity-based awards then held by Executive with respect to the Company or termination on account of Disability; providedits affiliates as, and to the extent, described in the event of definitive documentation related to such awards. Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b7(b)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four 12 consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (iiB) continued payment of Executive’s Base Salary during the period commencing on the date of Executive’s termination of employment and ending on the date that is six months after the date of. Executive’s termination of employment (applying the definition of such term in Section 13(n)), paid in substantially equal periodic installments on the schedule specified in Section 3, but not less frequently than monthly (such continued Base Salary shall only be subject to the six-month delay to the extent applicable under Section 13(o) and (p)); (C) a pro rata portion of Executive’s target the Annual Bonus, equal to the product of (I) the Annual Bonus that Executive would have received pursuant to the Incentive Plan for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the calendar year of Executive’s termination divided by 12of employment if her employment had continued indefinitely, and (II) a fraction whose numerator equals the number of days the Executive was employed during such year and whose denominator is 365, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in a cash lump sum no later than permitted under the event Incentive Plan and no later than the date that other senior executive officers of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h)Company are paid their annual bonuses for such year; and (iiiD) a cash lump sum payment equal to the greater all Restricted Shares that have been granted as of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s terminationtermination shall be fully vested and non-forfeitable as of such date, and all options granted to Executive that are not vested as of such date shall become vested and fully exercisable; provided that any Restricted Shares and options granted pursuant to a performance based vesting schedule shall become vested, non-forfeitable or exercisable, as applicable, deeming that the target level of performance under such vesting schedule has been attained (Band without regard to maximum amount of performance vesting that may be attained in excess of target performance), and Executive shall not be entitled to any further annual grants of Restricted Shares under Section 5 of this Agreement. (iii) one-half Upon termination of Executive’s employment hereunder due to Executive’s death or Disability, in addition to the benefits described in Section 8(b)(ii) above, the Company shall provide Executive (in the event of her Disability) and Executive’s spouse with medical, dental, life insurance and other health benefits (pursuant to the same Company Plans that are medical, dental, life insurance and other health benefit plans and that are in effect for active employees of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued Company), until the end date specified in Section 1 hereof, payable on the 60th day following second anniversary of the date of Executive’s death or termination Disability. (A) To the extent that such medical, dental or other health benefit plan coverage is provided under a self-insured plan maintained by the Company (within the meaning of Section 105(h) of the Code): (I) the charge to Executive for each month of coverage will equal the monthly COBRA charge established by the Company for such coverage in which the Executive or the Executive’s spouse (as applicable) is enrolled from time to time, based on account the coverage generally provided to salaried employees (less the amount of Disabilityany administrative charge typically assessed by the Company as part of its COBRA charge), and Executive will be required to pay such monthly charge in accordance with the Company’s standard COBRA premium payment requirements; provided, in and (II) on the event date of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release employment within the time meaning of Section 13(n), the Company will pay Executive a lump sum in cash equal, in the aggregate, to the monthly COBRA charge established by the Company on the payment date for family coverage with respect to the highest value health coverage provided to salaried employees under such self-insured plan for each month of coverage in the two year period. For this purpose, the Company’s monthly COBRA charge for family coverage will be increased by 10% on each January in the projected payment period specified and such increased amount shall apply to each successive month in Section 12(h)the calendar year in which the increase became applicable. (ivB) To the extent that such medical, dental or other health benefit plan coverage is provided under a fully-insured medical reimbursement plan (within the meaning of Section 105(h) of the Code), there will be no charge to Executive for such coverage. As necessary for compliance with the requirements of the Code and notwithstanding any contrary provision of this subsection, payments under this subsection are subject to Section 13(1) through (p). Following such Executive’s termination of Executive’s employment anddue to death or Disability, if required, payment of the amounts except as set forth in this Section 8(b) and Section 8(g), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine twelve (12) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third physician who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (iiB) no later than ten (10) days following the date of termination, a pro rata portion Annual Bonus equal to the product of (1) 60% of Executive’s target Annual Bonus for Base Salary in effect immediately prior to the termination of employment and (2) a fraction, the numerator of which is the number of days during the fiscal year in which Executive’s up to and including the date of termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during and the year denominator of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in which is 365 (the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h“Pro-Rated Bonus”); and (iiiC) for a cash lump sum payment equal to the greater period of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day twelve months following the date of termination, the Company shall continue to provide the Executive and the Executive’s death or termination on account of Disabilityeligible dependents with group health insurance coverage at least equal to that which would have been provided to Executive and Executive’s eligible dependents had Executive’s employment with the Company not been terminated; provided, in however, that if the event of Executive becomes employed with another employer and is eligible to receive group health insurance coverage under such employer’s plans, the Company’s obligation to provide such benefits shall be reduced or, if applicable, expire to the extent comparable coverage is actually available and provided to the Executive and Executive’s eligible dependents without charge. Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b5(b)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four 12 consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (iiB) continued payment of Executive’s Base Salary during the period commencing on the date of Executive’s termination of employment and ending on the date that is six months after the date of. Executive’s termination of employment (applying the definition of such term in Section 13(n)), paid in substantially equal periodic installments on the schedule specified in Section 3, but not less frequently than monthly (such continued Base Salary shall only be subject to the six-month delay to the extent required by Section 13(o) and (p)); (C) a pro rata portion of Executive’s target the Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the calendar year of Executive’s termination divided by 12of employment, equal to the product of (I) the Annual Bonus that Executive would have received pursuant to the Bonus Plan for such calendar year if her employment had continued indefinitely, and (II) a fraction whose numerator equals the number of days the Executive was employed during such year and whose denominator is 365, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in a cash lump sum no later than permitted under the event Bonus Plan and no later than the date that other senior executive officers of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h)Company are paid their annual bonuses for such year; and (iiiD) a cash lump sum payment equal to the greater all Restricted Shares and LTIP Performance Shares that have been granted as of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s terminationtermination shall be fully vested and non-forfeitable as of such date, and all options granted to Executive that are not vested as of such date shall become vested and fully exercisable; provided that any Restricted Shares, LTIP Performance Shares and options granted pursuant to a performance-based vesting schedule shall become vested, non-forfeitable or exercisable, as applicable, deeming that the target level of performance under such vesting schedule has been attained (B) one-half and without regard to the maximum amount of performance vesting that may be attained in excess of target performance), and Executive shall not be entitled to any further annual grants of Restricted Shares, LTIP Performance Shares or options under Section 5 of this Agreement. Settlement of the aggregate amount LTIP award(s) shall be made in a single sum cash payment or a distribution of Base Salary Company shares as soon as practicable (but not more than 30 days) after termination of employment, except that any portion of any such LTIP Award that is subject to Section 409A shall be paid in compliance with Section 409A. (iii) Upon termination of Executive’s employment hereunder due to Executive’s death or Disability, in addition to the benefits described in Section 8(b)(ii) above, the Company shall provide Executive would have received had (in the Employment Term continued event of her Disability) and Executive’s spouse with medical, dental, life insurance and other health benefits (pursuant to the same Company Plans that are medical, dental, life insurance and other health benefit plans and that are in effect for active employees of the Company), until the end date specified in Section 1 hereof, payable on the 60th day following second anniversary of the date of Executive’s death or termination Disability, but subject to the following rules. (A) In the case of medical, dental or other health benefit plan coverage: (I) the charge to Executive for each month of coverage shall equal the monthly COBRA charge established by the Company for such coverage in which the Executive or the Executive’s spouse (as applicable) is enrolled from time to time, based on account the coverage generally provided to salaried employees (less the amount of Disabilityany administrative charge typically assessed by the Company as part of its COBRA charge), and Executive will be required to pay such monthly charge in accordance with the Company’s standard COBRA premium payment requirements; provided, in and (II) on the event date of Executive’s termination of employment within the meaning of Section 13(n), the Company will pay Executive a lump sum in cash equal, in the aggregate, to the monthly COBRA charge established by the Company on account the payment date for family coverage with respect to the highest value health coverage provided to salaried employees under such plan for each month of Disabilitycoverage in the two year period. For purposes of calculating this lump sum, Executive has executed the Company’s monthly COBRA charge for family coverage will be increased by 10% on each January in the projected payment period and delivered (such increased amount shall apply to each successive month in the calendar year in which the increase became applicable. The continuing coverage provided under this Section 8(b)(iii)(A) will begin when the Executive’s coverage under the Company’s plan(s) would otherwise end. This coverage is in addition to and not revoked) the Release within the time period specified in Section 12(h)lieu of COBRA coverage, and COBRA coverage shall be made available once this coverage terminates. (ivB) Following In the case of life insurance coverage, if the group life insurance coverage provided to active employees does not authorize extending group life insurance coverage for some or all of the two-year period following termination of employment due to the Executive’s death or disability, the Company shall proceed as follows: (I) the Company shall provide such termination extended coverage for any portion of the two-year period that is authorized for extension; and (II) on the date of Executive’s termination of employment andwithin the meaning of Section 13(n), if requiredthe Company shall pay Executive a lump sum in cash equal, payment in the aggregate, to the Company’s monthly premiums for the number of months during the two-year period with respect to which extending coverage is not authorized. As necessary for compliance with the requirements of the amounts Code and notwithstanding any contrary provision of this subsection, payments under this subsection are subject to Section 13(1) through (p). Following Executive’s termination of employment due to death or Disability, except as set forth in this Section 8(b) and Section 8(g), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. If Executive should suffer a Permanent Disability, the Company may terminate Executive's employment hereunder upon ten (10) or more days' prior written notice to Executive. If Executive should pass away during the term of this Agreement, Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Companydeemed terminated on his date of death. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all For purposes of this Agreement, a "Permanent Disability" shall be deemed to have occurred only when Executive has qualified for benefits (including satisfaction of any applicable waiting period) under the Company's or a subsidiary's long-term disability insurance arrangement (the "LTD Policy"). Upon In the event of the termination of Executive’s 's employment hereunder for either death by reason of Permanent Disability or Disabilitydeath, the Employment Term shall end on the day of such termination and the Company shall pay, no later than the payroll cycle following Executive’s termination, to Executive or Executive’s estate's legal representative (in the event of Permanent Disability), as applicableor any beneficiary or beneficiaries designated by Executive to the Company in writing, shall be entitled or to receive: Executive's estate if no such beneficiary has been so designated (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability's death), Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash single lump sum payment of: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation, due to Executive at the date of such termination; (ii) any amounts owing, but not yet paid, pursuant to Section 5 hereof. In addition, upon a termination under this Section 6(b), and upon the satisfaction of the conditions set forth herein: (1) Executive shall receive a pro rata Bonus for the calendar year in which such termination occurs, equal to the greater Bonus he would have received, to the extent all criteria for such a Bonus have been met (with the exception of the Executive being employed of the date the Bonus is to be paid), for the calendar year of said termination multiplied by a fraction, the numerator of which is the number of days in such year preceding and including the date of termination, and the denominator of which is 365. Said pro-rata Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company through the date of payment; (A2) one-half Executive shall receive any unpaid Bonus for the calendar year preceding his termination, to the extent that all criteria for such bonus have been met (with the exception of the Executive being employed on the date the Bonus is to be paid). Said Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company through the date of payment; (3) all of Executive's outstanding but unvested stock options granted pursuant to Section 3(c) of this Agreement shall vest immediately; and (4) all of Executive’s Base Salary as in effect on outstanding but unvested restricted stock granted pursuant to Section 3(d) of this Agreement shall vest immediately. The payment of the date Bonuses and the acceleration of Executive’s termination, options and restricted stock are conditioned upon Executive (or (Bher legal representative) one-half signing a release in favor of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified Company, as provided for in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h6(f). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts . Except as specifically set forth in this Section 8(b)8 hereof, neither Executive nor Executive’s estate, as applicable, the Company shall have any no further rights obligations to any compensation or any other benefits Executive under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company or if Executive becomes physically (A) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mentally incapacitated and is therefore unable mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (B) 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 twelve (12) months, receiving income replacement benefits for a period of six consecutive not less than three (3) months under an accident and health plan, or for disability plan, covering employees of the Company or an aggregate affiliate of nine months in any twenty-four consecutive month period to perform Executive’s duties the Company (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary Incentive Plan Bonus, if any, that the Executive would have received been entitled to receive pursuant to Section 3(b) hereof in respect of the year in which such termination occurs based upon the actual achievement of the performance goals, multiplied by a fraction the numerator of which is the number of days Executive is employed by the Company in such year and the denominator of which is the total number of days in such year, payable when such Annual Bonus would have otherwise been payable in accordance with Section 3(b) had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in employment not terminated (the event of “Pro-Rata Bonus”). Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b6(b), neither Executive nor or Executive’s estate, estate (as applicable, the case may be) shall have any no further rights to any contract damages, other compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company VHC if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four eighteen (18) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company VHC cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company VHC cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician hereunder shall be made in a writing that is promptly provided to the Company VHC and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receivereceive from the Company: (iA) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iiiB) a cash lump sum payment equal of the pro rata portion (based upon the number of days in the applicable Fiscal Year during which Executive was employed with VHC through the Date of Termination, relative to the greater number of (Adays in the applicable Fiscal Year) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary Annual Bonus, if any, that Executive would have received had been entitled to receive pursuant to the Employment Term continued until Incentive Plan in respect of the end date specified Fiscal Year in Section 1 hereofwhich the Date of Termination occurs, payable on paid within fifteen (15) days after the 60th day following the date Date of Termination. Following Executive’s termination of employment due to Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b8(b)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine twelve (12) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third physician who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (iiB) no later than ten (10) days following the date of termination, a pro rata portion Annual Bonus equal to the product of (1) 100% of Executive’s target Annual Bonus for Base Salary in effect immediately prior to the termination of employment and (2) a fraction, the numerator of which is the number of days during the fiscal year in which Executive’s up to and including the date of termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during and the year denominator of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in which is 365 (the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h“Pro-Rated Bonus”); and (iiiC) for a cash lump sum payment equal to the greater period of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day twenty four months following the date of termination, the Company shall continue to provide the Executive and the Executive’s death or termination on account of Disabilityeligible dependents with group health insurance coverage at least equal to that which would have been provided to Executive and Executive’s eligible dependents had Executive’s employment with the Company not been terminated; provided, in however, that if the event of Executive becomes employed with another employer and is eligible to receive group health insurance coverage under such employer’s plans, the Company’s obligation to provide such benefits shall be reduced or, if applicable, expire to the extent comparable coverage is actually available and provided to the Executive and Executive’s eligible dependents without charge. Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b5(b)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by either of the Company Companies if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and either of the Company Companies cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the CompanyParties. If Executive and the Company Parties cannot agree as to a qualified independent physician, each Executive shall appoint such a physician and Catalent and Holdings together shall appoint a physician and those two physicians shall select a third physician who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive Parties shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for due to either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights;; and (iiB) if the date of termination is in fiscal year 2009, the 2009 Payment or, if such date occurs after fiscal year 2009, a pro pro-rata portion of Executivethe Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal year of termination based on Catalent’s target Annual Bonus actual performance in respect of the full fiscal year in which the date of termination occurs, assuming Executive was employed for such full fiscal year, multiplied by a fraction, the numerator of which is the number of days during which Executive was employed by the Companies in the fiscal year in which Executive’s date of termination occurs, calculated and the denominator of which is 365 (the “Pro-Rata Bonus”), with such 2009 Payment or Pro-Rata Bonus, as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12applicable, payable to Executive pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of . Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release (except as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b)7(b)(ii) and Section 11, neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. If Executive should suffer a Permanent Disability, the Company may terminate Executive's employment hereunder upon ten (10) or more days' prior written notice to Executive. If Executive should pass away during the term of this Agreement, Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Companydeemed terminated on his date of death. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all For purposes of this Agreement, a "Permanent Disability" shall be deemed to have occurred only when Executive has qualified for benefits (including satisfaction of any applicable waiting period) under the Company's or a subsidiary's long-term disability insurance arrangement (the "LTD Policy"). Upon In the event of the termination of Executive’s 's employment hereunder for either death by reason of Permanent Disability or Disabilitydeath, the Employment Term shall end on the day of such termination and the Company shall pay, no later than the payroll cycle following Executive’s termination, to Executive or Executive’s estate's legal representative (in the event of Permanent Disability), as applicableor any beneficiary or beneficiaries designated by Executive to the Company in writing, shall be entitled or to receive: Executive's estate if no such beneficiary has been so designated (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability's death), Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash single lump sum payment of: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation, due to Executive at the date of such termination; (ii) any amounts owing, but not yet paid, pursuant to Section 5 hereof. In addition, upon a termination under this Section 6(b), and upon the satisfaction of the conditions set forth herein: (1) Executive shall receive a pro rata Bonus for the calendar year in which such termination occurs, equal to the greater Bonus he would have received, to the extent all criteria for such a Bonus have been met (with the exception of the Executive being employed of the date the Bonus is to be paid), for the calendar year of said termination multiplied by a fraction, the numerator of which is the number of days in such year preceding and including the date of termination, and the denominator of which is 365. Said pro-rata Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company through the date of payment; (A2) one-half Executive shall receive any unpaid Bonus for the calendar year preceding his termination, to the extent that all criteria for such bonus have been met (with the exception of the Executive being employed on the date the Bonus is to be paid). Said Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company through the date of payment; and (3) all of Executive's outstanding but unvested stock options granted pursuant to Section 3(c) of this Agreement shall vest immediately. The payment of the Bonuses and the acceleration of Executive’s Base Salary as options are conditioned upon Executive (or his legal representative) signing a release in effect on the date of Executive’s termination, or (B) one-half favor of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified Company, as provided for in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h6(f). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts . Except as specifically set forth in this Section 8(b)8 hereof, neither Executive nor Executive’s estate, as applicable, the Company shall have any no further rights obligations to any compensation or any other benefits Executive under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. Executive’s employment hereunder shall terminate upon Executive’s death and Upon 30 days prior written notice to the Executive (or such shorter period as may be terminated acceptable to the Executive), the Company may terminate the Executive's employment under this Agreement because of the Executive's Disability (as defined under the long-term disability plan maintained by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”Company). Any question Upon the death of the Executive during the Employment Period, this Agreement automatically shall terminate. If pursuant to this Section 6(b) the Company terminates the Executive's employment under this Agreement because of the Executive's Disability, or this Agreement automatically terminates as a result of the Executive's death, the obligations of the Company to provide to the existence of Executive the Disability of Executive as to which Executive payments and benefits set forth in Sections 3 and 4 immediately shall cease; provided, however, that notwithstanding such termination the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing (i) pay to the Company and Executive shall be final and conclusive for all purposes of this Agreement. Upon termination of Executive’s employment hereunder for either death or Disability, Executive or the Executive’s estate's Beneficiary (as hereinafter defined), as applicable, shall be entitled pursuant to receive: (iSection 3(a) or Section 4(a), any accrued and unpaid base salary as of the Accrued Rights; date of the termination; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of extent not previously paid to the Executive’s Base Salary as in effect on , pay to the date of Executive or the Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s estate's Beneficiary, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as the bonus amount set forth under provisions of this Agreement under which future benefits may be in Section 3(b) and the annual payments set forth in Section 4(b), in each case at the time and in the manner and in accordance with the other terms set forth therein; provided, under any other agreements as referenced above however, that for purposes of the annual payments set forth in Section 5 4(b), the Annual Amount shall not be reduced by $350,000 with respect to annual payments for the calendar years subsequent to the year in which the Executive's employment terminates as a result of his Disability or death and shall only be reduced on a pro rata basis (i.e., the portion of the year in which the Executive was no longer employed) with respect to the calendar year in which the Executive's employment terminates as a result of his Disability or death; (iii) provide the Executive or the Executive's Beneficiary, as applicable, with any Long Term Incentive compensation programemployee benefits described in Section 3(c) or Section 4(c) to which the Executive or the Executive's Beneficiary is entitled upon the termination of the Executive's employment with the Company, in accordance with the terms of the applicable plans, programs or arrangements of the Company; (iv) cause the Option Plan and the Executive's option agreements to be amended pursuant to Section 4(d); (v) reimburse the Executive or the Executive's Beneficiary, as applicable, pursuant to Section 3(d) or Section 4(f), for any proper and reasonable expenses incurred by the Executive prior to the date of such termination; and (vi) fulfill any of its obligations described in the first sentence of Section 5, in accordance with the terms described therein.

Disability or Death. (i) Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company Employer if Executive becomes physically or mentally incapacitated and is therefore unable for experiences a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”” (as such term shall be defined from time to time under Code Section 409A). Any question as to the existence of the Disability of Executive as to which Executive and the Company Employer cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the CompanyEmployer. If Executive and the Company Employer cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company Employer and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive Executive, Executive’s then spouse, or Executive’s estate, estate (as applicablethe case may be), shall be entitled to receive: (iA) the Accrued Rights; (iiB) a pro rata portion of Executive’s target Annual the Target Bonus for (calculated based on the fiscal number of days Executive was employed hereunder during the calendar year in which Executive’s the date of such termination of employment occurs, calculated as relative to the total amount applicable full calendar year), payable in a lump sum within fifteen (15) business days after the date of such target Annual Bonus for termination of employment; (C) full and immediate vesting of any then unvested options to purchase shares of common stock of the full year multiplied Company held by Executive immediately prior to the number date of months or partial months such termination of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h)employment; and (iiiD) a cash lump sum payment equal to the greater of (Avested benefits under the a) one-half of Executive’s Base Salary as in effect on MSBP; b) the date of Executive’s termination, or (BInternational Transmission Company Retirement Plan; c) one-half of the aggregate amount of Base Salary that International Transmission Company Savings and Investment Plan; and d) the International Transmission Company Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Deferred Compensation Plan. Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b7(b) (ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the CompanyParties. If Executive and the Company Parties cannot agree as to a qualified independent physician, each Executive shall appoint such a physician and the Company shall appoint a physician and those two physicians shall select a third physician who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive Parties shall be final and conclusive for all purposes of this Agreement. . (ii) Upon termination of Executive’s employment hereunder for due to either death Disability or Disabilitydeath, in each case, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights;; and (iiB) a pro pro-rata portion of Executivethe Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the Bonus Year of termination based on the Company’s target Annual actual performance in respect of the full Bonus Year in which the date of termination occurs, assuming Executive was employed for such full Bonus Year, multiplied by a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the fiscal year in which Executive’s date of termination occurs, calculated as and the total amount denominator of which is 365 (the “Pro-Rata Bonus”), with such target Annual Pro-Rata Bonus for payable in accordance with the full year multiplied by terms of the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 Plan as if Executive’s employment had not terminated; provided, in the event of . Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release (except as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b)7(b)(ii) and Section 11, neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. If Executive should suffer a Permanent Disability, the Company may terminate Executive's employment hereunder upon ten (10) or more days' prior written notice to Executive. If Executive should pass away during the term of this Agreement, Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Companydeemed terminated on her date of death. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all For purposes of this Agreement, a "Permanent Disability" shall be deemed to have occurred only when Executive has qualified for benefits (including satisfaction of any applicable waiting period) under the Company's or a subsidiary's long-term disability insurance arrangement (the "LTD Policy"). Upon In the event of the termination of Executive’s 's employment hereunder for either death by reason of Permanent Disability or Disabilitydeath, the Employment Term shall end on the day of such termination and the Company shall pay, no later than the payroll cycle following Executive’s termination, to Executive or Executive’s estate's legal representative (in the event of Permanent Disability), as applicableor any beneficiary or beneficiaries designated by Executive to the Company in writing, shall be entitled or to receive: Executive's estate if no such beneficiary has been so designated (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability's death), Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash single lump sum payment of: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation, due to Executive at the date of such termination; (ii) any amounts owing, but not yet paid, pursuant to Section 5 hereof. In addition, upon a termination under this Section 6(b), and upon the satisfaction of the conditions set forth herein: (1) Executive shall receive a pro rata Bonus for the calendar year in which such termination occurs, equal to the greater Bonus she would have received, to the extent all criteria for such a Bonus have been met (with the exception of the Executive being employed of the date the Bonus is to be paid), for the calendar year of said termination multiplied by a fraction, the numerator of which is the number of days in such year preceding and including the date of termination, and the denominator of which is 365. Said pro-rata Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company through the date of payment; (A2) one-half Executive shall receive any unpaid Bonus for the calendar year preceding her termination, to the extent that all criteria for such bonus have been met (with the exception of the Executive being employed on the date the Bonus is to be paid). Said Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company through the date of payment; and (3) all of Executive's outstanding but unvested stock options granted pursuant to Section 3(c) of this Agreement shall vest immediately. The payment of the Bonuses and the acceleration of Executive’s Base Salary as options are conditioned upon Executive (or her legal representative) signing a release in effect on the date of Executive’s termination, or (B) one-half favor of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified Company, as provided for in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h6(f). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts . Except as specifically set forth in this Section 8(b)8 hereof, neither Executive nor Executive’s estate, as applicable, the Company shall have any no further rights obligations to any compensation or any other benefits Executive under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) Executive’s 's employment hereunder shall terminate upon Executive’s 's death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four twelve (12) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s 's employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, 's estate (as applicablethe case may be), shall be entitled to receive: (iA) the Accrued Rights; (iiB) continued payment of Executive's Base Salary during the period commencing on the termination date and ending on the date that is six months after the termination date; (C) a pro rata portion of Executive’s target the Annual Bonus for Bonus, if any, that Executive would have been entitled to receive pursuant to the fiscal year Citizens Incentive Plan in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of termination, based on actual performance through the date of termination; and (D) all Restricted Shares that have been granted as of the date of termination shall be fully vested and non-forfeitable as of such date, all other restricted shares and options granted to Executive that are not vested as of such date shall become vested and non-forfeitable or, in the case of options, fully exercisable, and Executive shall not be entitled to any further annual grants of Restricted Shares under Section 5 of this Agreement. (iii) Upon termination of Executive’s termination divided by 12's employment hereunder due to Executive's death or Disability, payable pursuant in addition to the benefits described in Section 4 as if Executive’s employment had not terminated; provided8(b)(ii) above, the Company shall provide Executive (in the event of her Disability) and Executive’s termination on account of Disability's spouse with medical, Executive has executed dental, life insurance and delivered other health benefits (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal pursuant to the greater of (A) one-half of Executive’s Base Salary as same Company Plans that are medical, dental, life insurance and other health benefit plans and that are in effect on for active employees of the Company), at the sole cost of the Company, until the second anniversary of the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s 's death or Disability. Following Executive's termination on account of Disability; provided, in the event of Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b) and Section 8(g), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four eighteen (18) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive (or to the Executive’s representative, if Executive is not capable of acting on own his behalf) and the Company. If Executive (or to the Executive’s representative, if Executive is not capable of acting on his own behalf) and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall within fifteen (15) days of the appointment of the last of the two physicians, select a third who shall make such determination in writing. If such two physicians do not within such fifteen (15) day period select a third physician, the parties agree that either party may request a court of competent jurisdiction to select such third physician on an expedited basis, the application to which the non-moving party consents. The determination of Disability by such physician hereunder shall be made in a writing that is promptly provided to the Company and Executive (or his representative, if Executive is not capable of acting on his own behalf) shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iiiB) a cash lump lump-sum payment equal of the pro rata portion (based upon the number of days in the applicable Fiscal Year during which Executive was employed with the Company through the Date of Termination, relative to the greater number of (Adays in the applicable Fiscal Year) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary Annual Bonus, if any, that Executive would have received been entitled to receive pursuant to the Incentive Plan had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following Executive remained employed through the date that bonuses are paid to other executives under the Incentive Plan in respect of the Fiscal Year in which the Date of Termination occurs, paid when such bonuses are otherwise paid to active participants under the Incentive Plan (the “Pro Rata Bonus”). Following Executive’s termination of employment due to Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b7(b)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and may be terminated by the Company Employer if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four 24 consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company Employer cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the CompanyEmployer. If Executive and the Company Employer cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company Employer and Executive shall be final and conclusive for all purposes of this the Agreement. Upon termination of Executive’s 's employment hereunder for due to either death or Disability, Executive or Executive’s estate, 's estate (as applicable, the case may be) shall be entitled to receive: (i) : the Accrued Rights; (ii) ; a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to Executive's earned but unpaid Guaranteed Annual Bonus, if any, payable in respect of the greater Fiscal Year immediately preceding the Fiscal Year in which the termination occurs, payable when the Guaranteed Annual Bonus would have otherwise been payable had Executive's employment not terminated; a lump sum payment equal to a pro-rated portion of (A) one-half of Executive’s Base Salary as in effect the Guaranteed Annual Bonus, calculated based on the date number of months (and any fraction thereof) Executive is employed during the Fiscal Year in which a termination of employment occurs and in respect of which the Guaranteed Annual Bonus is payable, relative to 12 months; a lump sum payment equal to Executive’s termination's earned but unpaid Profit Annual Bonus, or (B) one-half if any, in respect of the aggregate amount of Base Salary that Executive Fiscal Year immediately preceding the Fiscal Year in which the termination occurs, payable when the Profit Annual Bonus would have received otherwise been payable had Executive's employment not terminated; and a lump sum payment equal to a pro-rated portion of the Employment Term continued until the end date specified in Section 1 hereofExecutive's Profit Annual Bonus, payable calculated based on the 60th day following number of months (and any fraction thereof) Executive is employed during the date Fiscal Year in which a termination of employment occurs and in respect of which the Profit Annual Bonus is payable, relative to 12 months. Following Executive’s 's termination of employment due to death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b7(b)(ii) and Section 9 (a)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. If Executive should suffer a Permanent Disability, the Company may terminate Executive's employment hereunder upon ten (10) or more days' prior written notice to Executive. If Executive should pass away during the term of this Agreement, Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Companydeemed terminated on his date of death. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all For purposes of this Agreement, a "Permanent Disability" shall be deemed to have occurred only when Executive has qualified for benefits (including satisfaction of any applicable waiting period) under the Company's or a subsidiary's long-term disability insurance arrangement (the "LTD Policy"). Upon In the event of the termination of Executive’s 's employment hereunder for either death by reason of Permanent Disability or Disabilitydeath, the Employment Term shall end on the day of such termination and the Company shall pay, no later than the payroll cycle following Executive’s termination, to Executive or Executive’s estate's legal representative (in the event of Permanent Disability), as applicableor any beneficiary or beneficiaries designated by Executive to the Company in writing, shall be entitled or to receive: Executive's estate if no such beneficiary has been so designated (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability's death), Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash single lump sum payment of: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation, due to Executive at the date of such termination; (ii) any amounts owing, but not yet paid, pursuant to Section 5 hereof. In addition, upon a termination under this Section 6(b), and upon the satisfaction of the conditions set forth herein: (1) Executive shall receive a pro rata Bonus for the calendar year in which such termination occurs, equal to the greater Bonus he would have received, to the extent all criteria for such a Bonus have been met (with the exception of the requirement that Executive be employed on the date the Bonus is to be paid), for the calendar year of said termination multiplied by a fraction, the numerator of which is the number of days in such year preceding and including the date of termination, and the denominator of which is 365. Said pro-rata Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company through the date of payment, but in any event, not later than March 15 of the calendar year following the calendar year in which the Bonus is earned; (A2) oneExecutive shall receive any unpaid Bonus for the calendar year preceding his termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Executive be employed on the date the Bonus is to be paid). Said Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company through the date of payment; (3) Executive’s next-half scheduled but unvested stock options granted pursuant to Section 3(c) of this Agreement shall vest immediately; and (4) Executive’s next-scheduled but unvested stock granted pursuant to Section 3(d) of this Agreement shall vest immediately. The payment of the Bonuses and the acceleration of Executive’s Base Salary as options and stock are conditioned upon Executive (or his legal representative) signing a release in effect on the date of Executive’s termination, or (B) one-half favor of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified Company, as provided for in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h6(f). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts . Except as specifically set forth in this Section 8(b)9 hereof, neither Executive nor Executive’s estate, as applicable, the Company shall have any no further rights obligations to any compensation or any other benefits Executive under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) Executive’s 's employment hereunder shall terminate upon Executive’s 's death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four twelve (12) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s 's employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, 's estate (as applicablethe case may be), shall be entitled to receive: (iA) the Accrued Rights; (iiB) continued payment of Executive's Base Salary during the period commencing on the date of Executive's termination of employment and ending on the date that is six months after the date of Executive's termination of employment (applying the definition of such term in Section 13(n)), paid in substantially equal periodic installments on the schedule specified in Section 3, but not less frequently than monthly (such continued Base Salary shall be subject to the six-month delay as applicable under Section 13(o) and (p)); (C) a pro rata portion of Executive’s target the Annual Bonus for Bonus, if any, that Executive would have been entitled to receive pursuant to the fiscal year Citizens Incentive Plan in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of termination, based on actual performance through the date of termination; and (D) all Restricted Shares that have been granted as of the date of Executive’s 's termination divided by 12shall be fully vested and non-forfeitable as of such date, payable pursuant and Executive shall not be entitled to any further annual grants of Restricted Shares under Section 4 as if 5 of this Agreement. (iii) Upon termination of Executive’s 's employment had not terminated; providedhereunder due to Executive's death or Disability, in addition to the benefits described in Section 8(b)(ii) above, the Company shall provide Executive (in the event of his Disability) and Executive’s termination on account 's spouse with health benefits (pursuant to the same Company Plans that are health benefit plans and that are in effect for active employees of the Company), until the second anniversary of the date of Executive's death or Disability, Executive has executed and delivered . (and not revokedA) To the extent that such health benefit plan coverage is provided under a self-insured plan maintained by the Company (within the meaning of Section 105(h) of the Code): (I) the Release charge to Executive for each month of coverage will equal the monthly COBRA charge established by the Company for such coverage in which the Executive or the Executive's spouse (as hereinafter definedapplicable) within is enrolled from time to time, based on the time period specified coverage generally provided to salaried employees (less the amount of any administrative charge typically assessed by the Company as part of its COBRA charge), and Executive will be required to pay such monthly charge in Section 12(h)accordance with the Company's standard COBRA premium payment requirements; and (iiiII) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination's termination of employment within the meaning of Section 13(n), or the Company will pay Executive a lump sum in cash equal, in the aggregate, to the monthly COBRA charge established by the Company on the payment date for family coverage with respect to the highest value health coverage provided to salaried employees under such self-insured plan for each month of coverage in the two year period. For this purpose, the Company's monthly COBRA charge for family coverage will be increased by 10% on each January in the projected payment period and such increased amount shall apply to each successive month in the calendar year in which the increase became applicable. (B) oneTo the extent that such health benefit plan coverage is provided is provided under a fully-half insured medical reimbursement plan (within the meaning of Section 105(h) of the aggregate amount Code), there will be no charge to Executive for such coverage. As necessary for compliance with the requirements of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Code and notwithstanding any contrary provision of this subsection, payments under this subsection are subject to Section 1 hereof, payable on the 60th day following the date 13(l) through (p). Following Executive's termination of Executive’s employment due to death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the CompanyParties. If Executive and the Company Parties cannot agree as to a qualified independent physician, each Executive shall appoint such a physician and the Company shall appoint a physician and those two physicians shall select a third physician who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive Parties shall be final and conclusive for all purposes of this Agreement. . (ii) Upon termination of Executive’s employment hereunder for due to either death Disability or Disabilitydeath, in each case, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights;; and (iiB) a pro pro-rata portion of Executivethe Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the bonus year during which the date of termination of employment occurs based on the Company’s target Annual Bonus actual performance in respect of the such bonus year, assuming Executive was employed for such full bonus year, multiplied by a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the fiscal year in which Executive’s date of termination occurs, calculated as and the total amount denominator of which is 365 (the “Pro-Rata Bonus”), with such target Annual Pro-Rata Bonus for payable in accordance with the full year multiplied by terms of the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 Plan as if Executive’s employment had not terminated; provided, in the event of . Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release (except as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b)7(b)(ii) and Section 11, neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine twelve (12) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third physician who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this the Agreement. . (ii) Upon termination of Executive’s employment hereunder for either death Disability or Disabilitydeath, Executive or Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights; (iiB) no later than ten (10) days following the date of termination, a pro rata portion Annual Bonus equal to the product of (1) 75% of Executive’s target Annual Bonus for Base Salary in effect immediately prior to the termination of employment and (2) a fraction, the numerator of which is the number of days during the fiscal year in which Executive’s up to and including the date of termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during and the year denominator of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in which is 365 (the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h“Pro-Rated Bonus”); and (iiiC) for a cash lump sum payment equal to the greater period of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day twenty four months following the date of termination, the Company shall continue to provide the Executive and the Executive’s death or termination on account of Disabilityeligible dependents with group health insurance coverage at least equal to that which would have been provided to Executive and Executive’s eligible dependents had Executive’s employment with the Company not been terminated; provided, in however, that if the event of Executive becomes employed with another employer and is eligible to receive group health insurance coverage under such employer’s plans, the Company’s obligation to provide such benefits shall be reduced or, if applicable, expire to the extent comparable coverage is actually available and provided to the Executive and Executive’s eligible dependents without charge. Following Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts except as set forth in this Section 8(b5(b)(ii), neither Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. (i) The Employment Term and the Executive’s employment hereunder shall terminate upon the Executive’s death and may be terminated by the Company if the Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four eighteen (18) consecutive month period to perform the Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of the Executive as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third physician who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement. Such determination of Disability applies solely to the determination of whether employment may be terminated under this Section 7 of this Agreement and has no effect on any Company healthcare or other benefit plan, including any assessment relating to disabilities in connection with such plan(s), or any of the Company’s statutory obligations. (ii) Upon termination of the Executive’s employment hereunder for either death Disability or Disabilitydeath, the Executive or the Executive’s estate, estate (as applicable, the case may be) shall be entitled to receive: (iA) the Accrued Rights;Obligations; and (iiB) a pro rata portion of Executive’s target any Annual Bonus for Bonus, if any, that the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable Executive would have been entitled to receive pursuant to Section 4 as if hereof in respect of such year based upon the percentage of the Fiscal Year that shall have elapsed through the date of the Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to the Executive pursuant to Section 4 had the Executive’s employment had not terminated; provided, in . Following the event of Executive’s termination on account of employment due to death or Disability, Executive has executed and delivered (and not revoked) the Release (except as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b7(b)(ii), neither the Executive nor Executive’s estate, as applicable, shall have any no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

Disability or Death. Executive’s employment hereunder (a) If Employee shall terminate upon Executive’s death be unable substantially to perform the duties required of him pursuant to his office and may be terminated the provisions of this Employment Agreement due to any injury, illness or disease, as determined by the Company if Executive becomes physically or mentally incapacitated an independent physician mutually acceptable to Franklin and is therefore unable Employee, and such inability shall continue for a period of six (6) consecutive months months, either party shall have the right to terminate Employee's employment pursuant to this Employment Agreement on thirty (30) days written notice. On any such termination, Franklin shall (i) continue to pay to Employee the Salary during the remaining term of the Employment Period and a monthly payment related to Bonus (which monthly payment shall be calculated as one-twelfth of the average of the two Bonus payments accrued for the benefit of or paid to Employee for an aggregate Franklin's two fiscal years preceding the date of nine months in any twenty-four consecutive month period to perform Executive’s duties such termination ("the Monthly Bonus")) (hereinafter such incapacity is hereinafter Salary and the Monthly Bonus shall be collectively referred to as “Disability”the "Continuation Pay"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree ; provided, -------- however, that any amounts payable under any disability insurance policy or ------- policies maintained by Franklin shall be determined in writing by a qualified independent physician mutually acceptable to Executive credited toward such Continuation Pay; and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. Upon termination of Executive’s employment hereunder for either death or Disability, Executive or Executive’s estate, as applicable, shall be entitled to receive: (i) the Accrued Rights; (ii) a pro rata portion pay to Employee, within ninety (90) days of Executive’s target Annual Bonus for the end of the fiscal year of Franklin in which Executive’s such termination occurs, calculated as the total amount a payment related to Bonus equal to two percent (2%) of Franklin's "Net Income Before Taxes" for such target Annual Bonus for the full fiscal year multiplied by the fraction whose numerator is the number of months full or partial months of Executive’s employment during the in such fiscal year of Executive’s termination divided by 12, payable pursuant prior to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or such termination and whose denominator is twelve(12) (B) one-half of which payment related to Bonus shall be referred to herein as the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h"Partial Year Bonus Payment"). (ivb) Following such Upon the termination of Executive’s the employment of Employee hereunder due to his death prior to the end of the Employment Period, Franklin shall pay Continuation Pay to the estate of Employee during the remaining term of the Employment Period and, if required, payment within ninety (90) days of the amounts set forth end of the fiscal year of Franklin in this Section 8(b)which such death occurs, neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation programthe Partial Year Bonus Payment.

Disability or Death. (a) If, as the result of any physical or mental disability (any such mental disability to be determined by a competent physician mutually acceptable to the Company and the Executive), the Executive shall have failed or been unable to perform the Executive’s employment duties hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six one hundred eighty (180) consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties calendar days (such incapacity is hereinafter referred to as “Disability”). Any question as , the Company may, by written notice to the existence Executive subsequent thereto, terminate the Executive’s employment under this Agreement prior to the end of the Disability Term, effective as of the date of the notice. If the Executive’s employment is terminated pursuant to this Section 5(a), the Company shall pay to the Executive as (in equal installments every two (2) weeks) (i) for the period from the date of termination through the June 30 next succeeding such date of termination, an amount equal to his base salary for such period at the date of termination; (ii) for the next succeeding twelve (12) month period, an amount equal to 80% of his base salary at the date of termination; (iii) for the next succeeding twelve (12) month period, an amount equal to 60% of his base salary at the date of termination; and (iv) for the twenty-four (24) month period commencing on the date of the last payment required to be made pursuant to clauses (i), (ii) and (iii) above, an amount equal to 50% of his base salary at the date of termination. In addition, the Company shall maintain and pay for the Executive’s then existing health, life insurance and other benefits during the time period in which Executive any payments are being made pursuant to this Section 5(a) and the Company cannot agree shall be determined maintain and pay for the Executive’s existing health and life insurance benefits for a period of five (5) years thereafter (collectively, the “Maintenance Period”). At the Executive’s request, prior to or at the end of the Maintenance Period, the Company shall assign the Term Life Policy to Executive, shall take all such actions reasonably necessary to effectuate such assignment, and upon such assignment, the Executive shall assume responsibility for the payment of the premiums for the Term Life Policy. (b) The period of the Executive’s employment under this Agreement shall automatically terminate upon the Executive’s death. In the event of the Executive’s death, the Company shall pay to the beneficiary designated in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability by such physician made in writing to the Company and (or if the Executive shall be final and conclusive for all purposes of this Agreement. Upon termination of Executive’s employment hereunder for either death or Disabilityfails to so designate a beneficiary, Executive or to the Executive’s estate), as applicable, shall be entitled to receive: (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total an amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment at an annual rate equal to the greater of (A) one-half of Executive’s Base Salary as his base salary in effect on the date of the Executive’s termination, or death for a period of two (B2) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following years from the date of the Executive’s death, payable in equal installments on the first day of the month next succeeding the data of death or termination on account and the first day of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h)each month thereafter. (ivc) Following such termination of If the Executive’s employment and, if required, payment of with the amounts set forth in this Company terminates pursuant to Section 8(b5(a) or 5(b), neither the Company shall pay the Executive nor Executive’s estate, as applicable, shall have any further rights a pro-rated bonus for the year of termination pursuant to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above the bonus plan described in Section 5 and any Long Term Incentive compensation program3(c).