Common use of Disability Clause in Contracts

Disability. If, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.

Disability. IfThe Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a result release of Employee's incapacity claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illnessillness and such incapacity, Employee shall have been absent with or without reasonable accommodation, prevents the Executive from his duties hereunder satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for one hundred eighty at least ninety (18090) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.

Disability. IfThe Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to his duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of his duties and is likely to continue for an indefinite period. Upon such involuntary termination, the Executive shall be entitled to receive the Accrued Obligations. Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). In addition, subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time his employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a result second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of Employee's incapacity bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). For purposes of this Agreement, “Disability” means the Executive is incapacitated due to physical or mental illnessillness and such incapacity, Employee shall have been absent with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of his duties hereunder job for the Company on a full-time basis for one hundred eighty at least ninety (18090) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.

Disability. IfIf during the term of this Agreement, as a result of Employee's incapacity due to physical or mental illness, the Employee shall have been absent be prevented from performing his duties hereunder by reason of disability, then the Company, on a full-time basis for one hundred eighty (180) calendar days in 30 days' prior notice to the aggregate in any twelve (12) month periodEmployee, the Company may terminate Employee's employment hereunderunder this Agreement. During any period For purposes of this Agreement, the Employee shall be deemed to have become disabled when the Company, upon the advice of a qualified physician, shall have determined that the Employee fails has become physically or mentally incapable (excluding infrequent and temporary absences due to perform ordinary illness) of performing his duties hereunder as under this Agreement. In the event of a result termination pursuant to this paragraph 1.5(b), the Company shall be relieved of incapacity due all of its obligations under this Agreement, except that the Company shall pay or provide to physical the Employee (or mental illnesshis estate, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar yearevent of his subsequent death), until (i) the Employee's employment is terminated due salary in installments through the end of the Employment Term which was in effect immediately prior to disability in accordance with this Subparagraph Employee's disability, (cii) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitableany applicable Pro Rated Bonus, and Employee shall have such period (iii) continuation of time Employee’s Group Health and Dental coverage and ArmadaCare program (including pursuant to exercise COBRA to the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For extent applicable) for a period of eighteen months beginning the month following such date of termination, with Employee paying such amount of premiums as would have been applicable if Employee had remained an employee of the Company. Before making any termination decision pursuant to this Section 1.5(b), the Company shall determine whether there is any reasonable accommodation (18within the meaning of the Americans With Disabilities Act) months following which would enable the Date Employee to perform the essential functions of Termination and subject to the Employee's continued copayment position under this Agreement despite the existence of premium amountsany such disability. If such a reasonable accommodation is possible, the Employee, Company shall make that accommodation and shall not terminate the Employee's spouse and dependents shall continue to participate in employment hereunder during the Company's health insurance plan upon the same terms and conditions in effect Employment Term based on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderdisability.

Disability. If(i) The Company may terminate the Executive’s employment hereunder, upon notice to the Executive, in the event that the Executive becomes disabled during his employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result result, is unable to perform substantially all of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis and responsibilities hereunder, with or without reasonable accommodation, for any period of ninety (90) consecutive days or more, or one hundred eighty (180) days (whether or not consecutive) during any period of three hundred and sixty-five (365) consecutive calendar days in days. In the aggregate in any twelve (12) month periodevent of such termination, the Company may terminate Employee's shall pay to the Executive the Final Compensation and shall otherwise comply with the provisions of this Section 5(b). In addition to such Final Compensation, the Executive will be entitled to (x) the Prorated Bonus and (y) the Benefit Continuation he would have been entitled to receive under clause (iii) of Section 5(d) below had the Executive been terminated by the Company other than for Cause in accordance with such Section 5(d). The Company shall have no further obligation to the Executive hereunder. (ii) In lieu of terminating the Executive’s employment hereunder. During , the Board may designate another employee to act in the Executive’s place during any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illnessthe Executive’s disability. Notwithstanding any such designation, Employee the Executive shall continue to receive his accrued and unpaid the Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (cSection 4(a) or until Employee terminates his employment and Insurance Benefits in accordance with Subparagraph (e)(ii) or (fSection 4(e), if earlier. All unvested stock options and stockto the extent permitted by the then-based grants current terms of the applicable benefit plans, until the Executive becomes eligible for long-term disability income benefits under the Company’s disability income plan (or any disability insurance policy of the Company). (iii) If the Executive becomes eligible to receive disability income payments under the Company’s disability income plan (or any disability insurance policy of the Company), the Executive shall immediately vest and become exercisable or nonforfeitablebe entitled to receive Base Salary under Section 4(a) hereof less the amount of such disability income payments being made to the Executive, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee Company benefit plan shall also be paid plans in accordance with Section 4(e) and as permitted by the terms of such plan or arrangement. Such paymentsplans, in each case, until the aggregatetermination of his employment. (iv) Any determination as to whether during any period the Executive is disabled through any illness, injury, accident or condition of either a physical or psychological nature so as to be unable to perform substantially all of his duties and responsibilities hereunder shall fully discharge be made by a physician satisfactory to both the Executive (or his duly appointed guardian) and the Company's obligations hereunder, provided that if the Executive and the Company do not agree on a physician, the Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties. If the Executive shall fail to submit to such medical examination, the Company’s determination of the issue shall be binding on the Executive.

Disability. IfThe Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to his duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of his duties and is likely to continue for an indefinite period. Subject to compliance with the covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time his employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a result second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of Employee's incapacity bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illnessillness and such incapacity, Employee shall have been absent with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of his duties hereunder job for the Company on a full-time basis for one hundred eighty at least ninety (18090) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.

Disability. If(i) If the Company determines in good faith that the Disability (as defined in Section 4(f)(ii)) of the Executive has occurred during the Term, as a result it may give to the Executive written notice of Employee's incapacity due its intention to physical or mental illnessterminate the Executive’s employment. In such event, Employee the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by the Executive (the “Disability Effective Date”), provided, that, within the 30-day period after such receipt, the Executive shall not have been absent from his duties hereunder on a returned to full-time basis for one hundred eighty (180) calendar days in performance of the aggregate in any twelve (12) month period, Executive’s duties. If the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's Executive’s employment is terminated due by reason of his Disability, this Agreement shall terminate, and the Executive shall be entitled to no further payments or benefits hereunder, other than payment of Accrued Amounts, including, without limitation, benefits under such plans, programs, practices and policies relating to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f)benefits, if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitableany, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject are applicable to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect Executive on the Date Disability Effective Date. The rights of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph Executive with respect to any benefit plans shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid determined in accordance with the terms specific terms, conditions and provisions of the applicable award agreements and benefit plans. (ii) For purposes of this Agreement, “Disability” shall mean: (A) a long-term disability entitling the Executive to receive benefits under the Company’s long-term disability plan as then in effect; or (B) if no such plan is then in effect or the plan does not apply to the Executive the inability of the Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities hereunder, with or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of at least six consecutive months. At the request of the Executive or his personal representative, the Board’s determination that the Disability of the Executive has occurred shall be certified by a physician mutually agreed upon by the Executive or his personal representative and the Company, the choice of such plan physician not to be unreasonably withheld by the Executive or arrangementhis personal representative. Such paymentsWithout such physician certification (if it is requested by the Executive or his personal representative), in the aggregate, Executive’s termination shall fully discharge be deemed a termination by the Company's obligations hereunderCompany without Cause and not a termination by reason of Disability.

Disability. If4.1.1 During the Agreement Term, the Company and Nicor Gas may terminate the Executive’s employment upon the Executive’s Permanent Disability (as defined in Section 4.1.2) by giving the Executive or his legal representative, as applicable, (1) written notice in accordance with Section 11.8 of the Company’s or Nicor Gas’, as applicable, intention to terminate the Executive’s employment pursuant to this section, and (2) a certification of the Executive’s Permanent Disability by a physician selected by the Company or Nicor Gas or its insurers and reasonably acceptable to the Executive or the Executive’s legal representative. The Executive’s employment shall terminate effective on the 30th day (the “Permanent Disability Effective Date”) after the Executive’s receipt of such notice unless, before the Permanent Disability Effective Date, the Executive shall have resumed the full-time performance of the Executive’s duties. During the period in which the Executive has a Disability, the Company or Nicor Gas, as applicable, may appoint a temporary replacement to assume the Executive’s responsibilities. 4.1.2 The Executive shall be considered to have a “Permanent Disability” during any period in which he has a Disability (as defined below); provided, however, that the Executive shall not be considered to have “Permanent Disability” until (i) for a period of 180 consecutive days, the Executive, as a result of Employee's incapacity due to physical or mental illnessa Disability, Employee shall have been absent from is incapable, after reasonable accommodation, of performing his duties hereunder under this Agreement on a full-time basis basis; (ii) such Disability is reasonably expected to continue for one hundred eighty at least another 90 days; and (180iii) calendar days in at the aggregate in any twelve (12) month periodExecutive’s Termination Date, he is eligible for income replacement benefits under the Company may terminate Employee's employment hereunderCompany’s or Nicor Gas’ long-term disability plan. During The Executive shall be considered to have a “Disability” during any period that Employee fails to perform his duties hereunder as in which he has a result of incapacity due to physical or mental illnessdisability which renders him incapable, Employee shall continue to receive after reasonable accommodation, of performing his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits duties under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderAgreement.

Disability. If, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180i) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's Executive’s employment hereunder due to Executive’s Disability during the Term by giving Executive thirty (30) days’ written notice of its intent to terminate, but in no event shall such termination be effective prior to the expiration of the time periods in the definition of “Disability.” Notwithstanding the foregoing, Company will, after engaging in an interactive process with Executive to discern whether reasonable accommodation(s) can be provided without undue hardship upon Company, offer Executive reasonable accommodation(s) to enable Executive to perform the essential functions of Executive’s position to the extent required by applicable law (if any) before terminating Executive’s employment hereunder. During Executive may decline such reasonable accommodation, in which case Executive’s employment hereunder will terminate as provided in this subsection. (ii) In the event of such termination for Disability, Executive will receive Executive’s Final Compensation. Company shall have no further obligation hereunder to Executive upon termination of Executive’s employment under this Section 5(d), including, specifically, that the provisions of Section 5(d) shall not apply. (iii) Subject to Executive’s rights under the Family and Medical Leave Act (FMLA) and the Americans with Disabilities Act (ADA), Company may designate another Executive to act in Executive’s place during any period that Employee fails of Executive’s Disability during which Executive is unable to perform his duties hereunder as a result the essential functions of incapacity due to physical Executive’s position with or mental illnesswithout reasonable accommodation. Notwithstanding any such designation, Employee Executive shall continue to receive his accrued and unpaid the Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (cSection 4(a) or until Employee terminates his employment and coverage under the Benefit Plans in accordance with Subparagraph Section 4(b), to the extent permitted by the then-current terms of the applicable benefit plans and as provided under the FMLA, if applicable, until the earliest to occur of: (e)(iiA) the end of the Term, (B) Executive becomes eligible for disability income benefits under Company’s disability income plan, or (fC) the termination of Executive’s employment. (iv) While receiving disability income payments under Company’s disability income plan (if applicable), if earlierCompany will continue to pay to Executive Executive’s Base Salary under Section 4(a), but may offset any such disability income payments Executive receives against the Base Salary payments. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall Executive will also continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid Benefit Plans in accordance with Section 4(b) and the terms of such plan Benefit Plans, until the end of the Term or arrangement. Such paymentsuntil the termination of Executive’s employment, in whichever occurs first. (v) If any question arises as to whether during any period Executive has a Disability as defined herein, Executive may, and at the aggregaterequest of Company shall, submit to a medical examination by a qualified, unbiased physician selected by Company and reasonably acceptable to Executive or Executive’s duly appointed guardian, if any, to determine whether Executive has a Disability and such determination shall fully discharge for the Company's obligations hereunderpurposes of this Agreement be conclusive of the issue.

Disability. If14.1 If during his active employment hereunder the Executive shall become physically or mentally disabled, as whether totally or partially, so that he is prevented from performing his usual duties for a result period of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month periodsix consecutive months, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform Employer shall, nevertheless, pay the Executive his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid full Base Salary and accrued Bonus in respect of the period ending on the last day of the sixth consecutive month of disability (such last day being referred to herein as the "Disability Date") and unpaid target bonusthe following additional provisions shall apply: 14.2 If the Executive has not resumed his usual duties on or prior to the Disability Date, prorated for the number of days actually employed in the then current calendar year, until EmployeeExecutive's employment is terminated due shall terminate and the Employer shall pay, unless prior to the date the Executive became physically or mentally disabled a notice of termination was delivered to the Executive, 75% of his Base Salary from the Disability Date through the end of the Term (without giving effect to any early termination provisions contained in this Employment Agreement) and, except as provided in Section 14.4, the Employer shall have no obligation to pay Bonus to the Executive in respect of periods after the Disability Date. Any Base Salary payable pursuant to this Section 14.2 shall be reduced by the amount of any benefits payable to the Executive under any group or individual disability in accordance with this Subparagraph insurance plan or policy, the premiums for which are paid primarily by the Employer; 14.3 Unless the Employer exercises its option under Section 14.4 to restore the Executive to his full compensation, duties, functions, authority and responsibilities hereunder, the Executive shall have no obligations or liabilities hereunder from and after the Disability Date (c) or until Employee terminates except for his employment in accordance with Subparagraph obligations under Sections 12 and 16, which shall survive); and 14.4 If during the Term and subsequent to a Disability Date, the Executive shall recover fully from a disability, the Employer, by action of the Board, shall have the right (e)(ii) or (fexercisable within sixty days after notice from the Executive of such recovery), if earlier. All unvested stock options but not the obligation, to restore the Executive to employment and stock-based grants shall immediately vest to full compensation and become exercisable or nonforfeitablehis full level of duties, functions, authority and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations responsibilities hereunder.

Disability. If(a) During the Term of Employment, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in well as during the aggregate in any twelve (12) month periodSeverance Period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee Executive shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due be entitled to disability coverage as described in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (fSection 8(a). In the event the Executive becomes disabled, if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as that term is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in defined under the Company's health insurance plan upon Long-Term Disability Plan, the same terms Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and conditions in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of Termination, PROVIDED, HOWEVER, that (A) the continuation Executive's attainment of health age 65 or (B) the Executive's commencement of retirement benefits under this Subparagraph shall reduce and count against Employee's rights under COBRAfrom the Company in accordance with Section 10(f) below. In addition If (i) the Executive ceases to be disabled during the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (ii) his position or another senior executive position is then vacant and (iii) the Company requests in writing that he resume such position, he may elect to resume such position by written notice to the Company within 15 days after the Company delivers its request. If he resumes such position, he shall thereafter be entitled to his Base Salary at the annual rate in effect on the Commencement Date and, for the year he resumes his position, a pro rata annual incentive award. If he ceases to be disabled during the Term of Employment and does not resume his position in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) as of the date the Executive ceases to be disabled. If the Executive is not offered his position or another senior executive position after he ceases to be disabled during the Term of Employment, he shall be treated as if his employment was terminated Without Cause pursuant to Section 10(c) as of the date the Executive ceases to be disabled. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan or arrangement. Such payments, in grants following the aggregate, shall fully discharge the Company's obligations hereunderCommencement Date.

Disability. If, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180i) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's Executive’s employment hereunder due to Executive’s Disability during the Term by giving Executive thirty (30) days’ written notice of its intent to terminate, but in no event shall such termination be effective prior to the expiration of the time periods in the definition of “Disability.” Notwithstanding the foregoing, Company will, after engaging in an interactive process with Executive to discern whether reasonable accommodation(s) can be provided without undue hardship upon Company, offer Executive reasonable accommodation(s) to enable Executive to perform the essential functions of Executive’s position to the extent required by applicable law (if any) before terminating Executive’s employment hereunder. During Executive may decline such reasonable accommodation, in which case Executive’s employment hereunder will terminate as provided in this subsection. (ii) In the event of such termination for Disability, Executive will receive Executive’s Final Compensation. Company shall have no further obligation hereunder to Executive upon termination of Executive’s employment under this Section 5(d), including, specifically, that the provisions of Section 5(d) shall not apply. (iii) Subject to Executive’s rights under the Family and Medical Leave Act (FMLA) and the Americans with Disabilities Act (ADA), Company may designate another Executive to act in Executive’s place during any period that Employee fails of Executive’s Disability during which Executive is unable to perform his duties hereunder as the essential functions of Executive’s position with or without a result of incapacity due to physical or mental illnessreasonable accommodation. Notwithstanding any such designation, Employee Executive shall continue to receive his accrued and unpaid the Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (cSection 4(a) or until Employee terminates his employment and coverage under the Benefit Plans in accordance with Subparagraph Section 4(b), to the extent permitted by the then- current terms of the applicable benefit plans and as provided under the FMLA, if applicable, until the earliest to occur of: (e)(iiA) the end of the Term, (B) Executive becomes eligible for disability income benefits under Company’s disability income plan, or (fC) the termination of Executive’s employment. (iv) While receiving disability income payments under Company’s disability income plan (if applicable), if earlierCompany will continue to pay to Executive Executive’s Base Salary under Section 4(a), but may offset any such disability income payments Executive receives against the Base Salary payments. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall Executive will also continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid Benefit Plans in accordance with Section 4(b) and the terms of such plan Benefit Plans, until the end of the Term or arrangement. Such paymentsuntil the termination of Executive’s employment, in whichever occurs first. (v) If any question arises as to whether during any period Executive has a Disability as defined herein, Executive may, and at the aggregaterequest of Company shall, submit to a medical examination by a qualified, unbiased physician selected by Company and reasonably acceptable to Executive or Executive’s duly appointed guardian, if any, to determine whether Executive has a Disability and such determination shall fully discharge for the Company's obligations hereunderpurposes of this Agreement be conclusive of the issue.

Disability. If, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, the Company Employer may terminate Employee's ’s employment hereunderunder this Agreement upon the Disability (as defined below) of Employee. During any period that Employee fails The termination date for a termination of this Agreement pursuant to perform his duties hereunder as this Section 4.2 shall be the date specified by Employer in a result notice to Employee. In the event of incapacity due to physical or mental illnessEmployee’s Disability, (i) Employee shall continue to receive his accrued and unpaid Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and accrued (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and unpaid target bonussubject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, prorated Employee shall be eligible to receive (A) a bonus with respect to Employer’s fiscal year in which the termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, multiplied by the number of days actually employed in the then current calendar yearfiscal year prior to and including the date of termination and divided by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days of the termination date; and (B) all time-based Equity Awards granted to Employee by Pediatrix prior to termination of Employee’s employment shall immediately become fully vested, until Employee's employment is terminated due to disability in accordance with this Subparagraph non-forfeitable and, if applicable, exercisable, and all performance-based shares awards, if any, shall remain outstanding and shall vest based upon actual performance determined at the end of the applicable performance period (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (fthe “Equity Acceleration”), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options except as is provided set forth in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderaward agreement.

Disability. If, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in If the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until EmployeeExecutive's employment is terminated due to disability in accordance with this Subparagraph (c) Disability during the Employment Period, either by the Company or until Employee terminates his by the Executive, the Employment Period shall end as of the date of the termination of the Executive's employment in accordance with Subparagraph (e)(ii) or (f)and the Executive shall be entitled to the following, if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months soon as practicable following the Date date of Termination and subject termination: (A) Base Salary earned but not paid prior to the Employeedate of the termination of the Executive's continued copayment employment; (B) payment for all accrued but unused vacation time up to the date of premium amountsthe termination of the Executive's employment; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; (D) the 1999 Incentive Bonus or any bonus payable pursuant to any Future Bonus Plans, to the Employee, Employeeextent earned but not paid with respect to the year in which the Executive's spouse and dependents shall continue to participate in termination of employment occurs; (E) a pro rata portion (based on the Company's health insurance plan upon number of days worked) of the same terms and conditions bonus payable under the 1999 Incentive Bonus Plan or any Future Bonus Plan in effect on for the Date year in which the Executive's termination of Termination, employment occurs; PROVIDED, HOWEVER, that the continuation of health benefits performance goals established under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition the applicable program with respect to the foregoingentire year in which the Executive's termination of employment occurs are met; (F) immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of his Disability; (G) immediate vesting of all Company stock options held by the Executive on the date of his Disability, any payments to which Employee with such options remaining exercisable for twelve months from the date of the Executive's Disability; and (H) such additional benefits as may be entitled under any employee benefit plan shall also be paid in accordance with provided by the terms then existing plans, programs and/or arrangements of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.

Disability. If4.1.1 During the Agreement Term, the Company and Nicor Gas may terminate the Executive's employment upon the Executive's Permanent Disability (as defined in Section 4.1.2) by giving the Executive or his legal representative, as applicable, (1) written notice in accordance with Section 11.8 of the Company's or Nicor Gas', as applicable, intention to terminate the Executive's employment pursuant to this section, and (2) a certification of the Executive's Permanent Disability by a physician selected by the Company or Nicor Gas or its insurers and reasonably acceptable to the Executive or the Executive's legal representative. The Executive's employment shall terminate effective on the 30th day (the "Permanent Disability Effective Date") after the Executive's receipt of such notice unless, before the Permanent Disability Effective Date, the Executive shall have resumed the full-time performance of the Executive's duties. During the period in which the Executive has a Disability, the Company or Nicor Gas, as applicable, may appoint a temporary replacement to assume the Executive's responsibilities. 4.1.2 The Executive shall be considered to have a "Permanent Disability" during any period in which he has a Disability (as defined below); provided, however, that the Executive shall not be considered to have "Permanent Disability" until (i) for a period of 180 consecutive days, the Executive, as a result of Employee's incapacity due to physical or mental illnessa Disability, Employee shall have been absent from is incapable, after reasonable accommodation, of performing his duties hereunder under this Agreement on a full-time basis basis; (ii) such Disability is reasonably expected to continue for one hundred eighty at least another 90 days; and (180iii) calendar days in at the aggregate in any twelve (12) month periodExecutive's Termination Date, he is eligible for income replacement benefits under the Company may terminate EmployeeCompany's employment hereunderor Nicor Gas' long-term disability plan. During The Executive shall be considered to have a "Disability" during any period that Employee fails to perform his duties hereunder as in which he has a result of incapacity due to physical or mental illnessdisability which renders him incapable, Employee shall continue to receive after reasonable accommodation, of performing his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits duties under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderAgreement.

Disability. IfIn the event Employee shall be unable to render the services or perform the duties of Employment hereunder by reason of illness, injury or incapacity (whether physical, mental, emotional or psychological) (any of the foregoing, as determined in accordance with the following sentence, shall be referred to herein as a result “Disability”) for a period of Employee's incapacity due to physical either (i) 90 consecutive days or mental illness(ii) a total of 180 days, Employee shall have been absent from his duties hereunder on a fullwhether or not consecutive, within the preceding 365-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month day period, the Company may shall have the right (but not the obligation) to terminate Employee's employment hereunder’s Employment hereunder by providing Employee with 30 days’ prior written notice. During any period that Employee fails to perform his duties Any determination of Disability shall be made by the CEO of PRA and the Committee in their reasonable good faith discretion. If Employee’s Employment hereunder as a result is so terminated by reason of incapacity due to physical or mental illnessDisability, Employee shall continue be entitled to receive his accrued and unpaid Base (i) Employee’s base Salary through the end of the month in which the Disability termination occurs and accrued PTO through the date of Disability termination, paid in a single lump sum within 30 days following the date of termination, and unpaid (ii) a pro-rata Annual Bonus (based upon target bonus, prorated for bonus and the number days of days actually employed employment in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (fyear of Termination), if earlierto be paid in a single lump sum within 30 days following the termination date, less (iii) the aggregate amount of any amounts payable under any disability insurance policy provided by the Company that is then in effect. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid to receive all applicable disability benefits in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge this Agreement and of the Company's obligations hereunder’s benefit programs and plans. Any unvested shares of PRA common stock awarded pursuant to Section 4(c) shall be forfeited upon Employee’s Disability termination.

Disability. IfIf Executive shall be deemed disabled under the Company’s then existing long-term disability plan, the Board of Directors (or the Chief Executive Officer, as a result appropriate) may remove Executive from any responsibilities and/or reassign Executive to another position with the Company for the remainder of Employee's incapacity due the Term or during the period of such disability. Notwithstanding any such removal or reassignment, Executive shall continue to physical receive Executive’s full Base Salary (less any disability pay or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis sick pay benefits to which Executive may be entitled under the Company’s policies) and benefits under Section 5 of this Agreement (except to the extent that Executive is ineligible for one hundred eighty (180or more such benefits under applicable plan terms) calendar days in the aggregate in any for a period of up to twelve (12) month periodmonths, and Executive’s employment may be terminated by the Company at any time thereafter. In the event of such termination, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue Executive is entitled to receive payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 4(b) had his accrued and unpaid Base Salary and accrued and unpaid target bonusemployment not been terminated, prorated pro rated for the number of days actually the Executive was employed by the Company during the relevant period. Such payment shall be made to the Executive at the same time bonuses under such plan are generally paid to other participants. In the event of such termination, the Company shall have no further obligations except to make Executive’s accrued Base Salary and benefit payments contemplated by this Section 6(f) through the date of such termination. If any question shall arise as to whether during any period Executive is disabled so as to be unable to perform the essential functions of Executive’s then existing position or positions with or without reasonable accommodation, Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician (local to the then current calendar yearCompany’s principal offices) selected by the Company to whom Executive or Executive’s guardian has no reasonable objection as to whether Executive is so disabled or how long such disability is expected to continue, until Employee's employment is terminated due and such certification shall for the purposes of this Agreement be conclusive of the issue. Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and Executive shall fail to disability submit such certification, the Company’s determination of such issue shall be binding on Executive. Nothing in accordance with this Subparagraph (cSection 6(e) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f)shall be construed to waive Executive’s rights, if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitableany, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amountsunder existing law including, without limitation, the EmployeeFamily and Medical Leave Act of 1993, Employee's spouse 29 U.S.C. §2601 et seq. and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of TerminationAmericans with ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA▇▇ ▇.▇.▇. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder§▇▇▇▇▇ et seq.

Disability. IfIn the event that the Executive suffers a Disability, the Company may, in its discretion, terminate the Executive’s employment hereunder. For purposes of this Agreement, “Disability” shall be defined to occur at such time as the Executive becomes eligible to receive benefits under the terms of the Company’s then applicable long-term disability policy, or, in the absence of such policy, shall be defined as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent disability that prevents the Executive from performing his duties hereunder on a full-time basis under this Agreement for ninety (90) consecutive days or more, or for an aggregate of one hundred eighty twenty (180120) calendar days in the aggregate in any period of twelve (12) month period, the months. The Company may only terminate Employee's employment hereunderthe Executive on account of Disability after giving due consideration to whether reasonable accommodations can be made under which the Executive is able to fulfill his duties under this Agreement. During The commencement date and expected duration of any period physical or mental condition that Employee fails to perform prevents the Executive from performing his duties hereunder as shall be determined by a result medical doctor mutually acceptable to the Executive and the Company. In the event the Executive’s employment is terminated by the Company pursuant to this Section 6(e), then the Company shall pay the Executive the Accrued Amounts in a lump sum within ten (10) days of incapacity due termination of employment. In addition, to physical or mental illnessthe extent not included in the Accrued Amounts, Employee the Executive shall continue receive a pro rata bonus for the bonus period during which the date of termination pursuant to receive his accrued and unpaid Base Salary and accrued and unpaid target bonusthis Section 6(e) occurs calculated at one hundred percent (100%) of the Target Bonus then in effect, prorated for multiplied by a fraction the numerator of which is the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation Executive was employed during such bonus term and the denominator of health benefits under this Subparagraph which is 365. Such prorated bonus shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms Company’s customary practices for payment of executive bonuses but with no additional performance requirements or contingencies, provided, however, that to the extent that this Employment Agreement is treated as a nonqualified deferred compensation arrangement under Section 409A, the payment of such plan bonus may not be accelerated by either the Company or arrangement. Such payments, in the aggregate, shall fully discharge Executive unless such acceleration does not trigger the Company's obligations hereunder.application of interest and penalty taxes under Section 409A.

Disability. IfThe Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to his duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of his duties and is likely to continue for an indefinite period. Upon such involuntary termination, the Executive shall be entitled to receive the Accrued Obligations. Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). In addition, subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time his employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a result second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of Employee's incapacity bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illnessillness and such incapacity, Employee shall have been absent with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of his duties hereunder job for the Company on a full-time basis for one hundred eighty at least ninety (18090) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.

Disability. If, If Employee is prevented from performing his duties as a result described in Section 1.1 by reason of Employee's incapacity due to any physical or mental illnessincapacity, Employee shall have been absent from his duties hereunder on with or without reasonable accommodation, that results in Employee’s satisfaction of all requirements necessary to receive benefits under the Company’s long-term disability plan due to a full-time basis for one hundred eighty total disability (180) calendar days in “Disability”), then, to the aggregate in any twelve (12) month periodextent permitted by law, the Company may terminate the employment of Employee and this Agreement at such time. In such an event, and if Employee or someone authorized to act on his behalf executes and delivers the Separation Date Release described in Section 5.2 and allows such release to become effective, within the timeframe set forth above, then the Company shall pay Employee severance in a single lump sum equal to twelve (12) months of Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid ’s Base Salary in effect on Employee’s Separation Date. This severance shall be paid on the Company’s first regular payroll schedule (subject to standard deductions and accrued and unpaid target bonus, prorated withholdings) after the effective date of the release of claims (or as otherwise set forth above in connection with such release as described above) but in no event later than the 15th day of the third month immediately following the end of the calendar year in which Employee’s Separation Date occurs. The severance benefits provided for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due this Section 5.4 shall be reduced by any amounts expected to be paid to Employee in connection with any federal or state disability in accordance with this Subparagraph (c) insurance payments or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitablebenefits, and any private insurance disability payments or benefits, to be provided to Employee shall have such period of time to exercise within the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen twelve (1812) months following Employee’s Separation Date. In the event of Employee’s Disability and if Employee or someone authorized to act on his behalf executes and delivers the Separation Date Release described in Section 5.2 and allows such release to become effective, within the timeframe set forth above, the Company will accelerate the vesting of Termination and any equity awards granted to Employee prior to the Separation Date such that one hundred percent (100%) of all shares or options subject to such awards which are unvested as of the Employee's continued copayment Separation Date shall be accelerated and deemed fully vested as of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate effectiveness of the Separation Date Release described in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderSection 5.2.

Disability. If, as a result of Employee's incapacity due (a) If Executive shall become physically or mentally disabled during the Term to physical or mental illness, Employee shall have been absent from the extent that his ability to perform his duties and services hereunder on is materially and adversely impaired (any such incapacity, a full-time basis for one hundred eighty “Disability”), his Base Salary, bonus and other compensation provided herein shall continue while he remains employed by the Company; provided, that if such Disability (180) calendar days as determined in the aggregate Company's reasonable judgment, exercised in any twelve good faith) continues for at least three (123) month periodconsecutive months, the Company may terminate EmployeeExecutive's employment hereunder, in which case the Company within 10 business days shall pay Executive a cash payment equal to (i) his annual Base Salary as provided in Section 5(a) hereof to the extent earned but unpaid as of the date of termination (“Unpaid Salary”), (ii) the bonus payable pursuant to Section 5(b) for the fiscal year of the Company ending prior to the date of termination (to the extent earned based on performance under the goals and objectives of the applicable plan but not previously paid) (“Unpaid Bonus”) and (iii) Executive's then accrued but unused vacation (“Unpaid Vacation”) (the Unpaid Salary, Unpaid Bonus and Unpaid Vacation referred to sometimes together as the “Accrued Amounts”). During any period that Employee fails to perform his duties hereunder as Additionally, in the event of a result termination of incapacity employment due to physical or mental illnessDisability, Employee the Company shall continue pay to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated Executive a pro-rata portion of the Target Bonus for the number of days actually employed year in which the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earliertermination for Disability occurred. All unvested options, restricted stock options and stock-based grants and/or other awards held by Executive on the date of termination for Disability shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period only through the date of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject termination according to the Employee's continued copayment of premium amountsnormal vesting schedule applicable to such options, the Employee, Employee's spouse restricted stock and/or other awards and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid treated in accordance with the terms applicable award agreements. (b) No payments or vesting under this Section 7 will be made if such Disability arose primarily from (a) chronic use of such plan intoxicants, drugs or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereundernarcotics (other than drugs prescribed to Executive by a physician and used by Executive for their intended purpose for which they had been prescribed) or (b) intentionally self-inflicted injury or intentionally self-induced illness.

Disability. If, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's If Executive’s employment is terminated due by reason of Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to disability in accordance with this Subparagraph Executive, except that: (ci) Accrued Obligations and Prorated Bonus shall be timely paid as provided below; (ii) Other Benefits shall be timely paid or until Employee terminates his employment in accordance with Subparagraph provided as described below; (e)(iiiii) notwithstanding the terms of any applicable equity or (f)deferred compensation plan or agreement, if earlier. All unvested stock all options that are ISOs and stock-based grants shall immediately vest and become exercisable that vested at or nonforfeitable, and Employee shall have such period of time prior to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid remain exercisable in accordance with the terms of such the applicable plan and award agreement; (iv) notwithstanding the terms of any applicable equity or deferred compensation plan or arrangement. Such paymentsagreement, all options previously granted and scheduled to vest in the aggregateyear in which the Date of Termination occurs shall immediately vest and be exercisable (A) in the case of ISOs, for 12 months from the Date of Termination, and (B) in the case of NSOs, for the remaining portion of the exercise period set forth in the applicable plan and award agreement; and (v) all other options that vested at or prior to the Date of Termination shall fully discharge remain exercisable for the Company's obligations hereunderperiod of exercise in effect immediately prior to the Date of Termination. Accrued Obligations and the Prorated Bonus shall be paid to Executive in a lump sum in cash on the 30th day after the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 8(c) shall include, without limitation, and Executive shall be entitled after the Date of Termination to receive, (1) all disability benefits under all Welfare Benefit Plans relating to disability, (2) the COBRA Reimbursement provided for in Section 8(a)(ii), and (3) for the remainder of the Remaining Employment Period, the payments provided in Section 8(a)(iii) hereof.

Disability. If, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illnessillness or injury, Employee as reasonably determined by the Executive's physician, the Executive shall have been absent from the Executive's full-time duties hereunder for six (6) consecutive months, then thirty (30) days after receiving written notice (which notice may occur before or after the end of such six (6) month period, but which shall not be effective earlier than the last day of such six (6) month period), Enfinity may terminate the Executive's employment hereunder provided the Executive is unable to resume his full-time duties at the conclusion of such notice period. Also, the Executive may terminate his employment hereunder if his health should become impaired to an extent that makes the continued performance of the Executive's duties hereunder hazardous to the Executive's physical or mental health or life, provided that the Executive shall have furnished Enfinity with a written statement from the Executive's doctor to such effect and provided, further, that, at Enfinity's request made within thirty (30) days of the date of such written statement, the Executive shall submit to an examination by a doctor selected by Enfinity who is reasonably acceptable to the Executive or his doctor and such doctor shall have concurred in the conclusion of the Executive's doctor. If the two doctors cannot agree as to whether or not the Executive is so disabled, the two doctors shall designate a third doctor to examine the Executive and a majority of the three doctors so selected shall make such determination. In the event this Agreement is terminated by either party as a result of the Executive's disability, Enfinity shall continue to receive compensate the Executive at his accrued then-current base salary until such time as any applicable waiting periods under the Executive's long-term disability policy provided by Enfinity shall be exhausted and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due Executive shall be receiving payments pursuant to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderpolicy.

Disability. (a) If, as a result by reason of Employee's incapacity due to physical or mental illnessdisability, Employee shall have been absent from his the Executive is (i) unable to carry out the material duties hereunder on a full-time basis he has assumed pursuant to this Agreement for more than one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, (ii) the Executive is eligible to receive current benefits under the Company’s Long Term Disability Plan and (iii) if a Change of Control of the Company has occurred prior to (i) and (ii) being satisfied, such disability is likely to totally and permanently prevent the Executive from performing his material duties hereunder (“Disability”), the Company may terminate Employee's employment hereunderthe Executive’s services hereunder by a Notice of Disability Termination given in accordance with (b) below. During any period of disability prior to such termination the Executive shall continue to receive all compensation and other benefits provided herein as if he had not been disabled, at the time, in the amounts and in the manner provided herein, provided that Employee fails the Company shall be entitled to perform his duties hereunder a credit against such amounts with regard to the amount, if any, paid to the Executive under the Long Term Disability Plan for such period on a period matching basis. Notwithstanding the foregoing, in the event (as a result of the Executive’s incapacity due to physical or mental illness), Employee the Executive incurs a separation from service pursuant to Code Section 409A, the Employee’s employment shall immediately terminate for Disability. (b) In the event a dispute arises between the Executive and the Company concerning the Executive’s physical or mental ability to continue or return to receive the performance of his accrued duties as aforesaid or as to whether such disability is likely to totally and unpaid Base Salary permanently prevent the Executive from performing his material duties, the Executive shall submit to examination by a competent physician mutually agreeable to both parties or, if the parties are unable to agree, by a physician appointed by the President of the Association of the Bar of the City of New York, and accrued such physician’s opinion shall be final and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph binding. (c) Notwithstanding anything in this Agreement to the contrary, the Executive’s right to terminate the Executive’s employment for Good Reason or until Employee terminates his voluntarily pursuant to Section 5.5 hereof shall not be affected by the Executive’s incapacity due to physical or mental illness. (d) For purposes of this Agreement, a “Notice of Disability Termination” shall mean a written notice which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options under this Section 4.2 and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee which shall have such period been authorized by a vote of time to exercise at least three-quarters of the stock options as is provided in entire membership of the Stock Option Plan Board at a meeting of the Board called and agreements with Employee pursuant thereto. For a period of eighteen held for that purpose (18) months following the Date of Termination and subject after reasonable notice to the Employee's continued copayment of premium amountsExecutive and reasonable opportunity for the Executive, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance together with the terms of such plan or arrangement. Such paymentsExecutive’s counsel, in to be heard before the aggregate, shall fully discharge the Company's obligations hereunderBoard).

Disability. If(i) The Company may terminate the Executive’s employment hereunder, upon notice to the Executive, in the event that the Executive becomes disabled during the Executive’s employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result result, is unable to perform substantially all of Employee's incapacity the Executive’s material duties and responsibilities hereunder for (x) ninety (90) consecutive calendar days or (y) one hundred and twenty (120) total days during any period of three hundred and sixty-five (365) consecutive calendar days. The Board may designate another employee to act in the Executive’s place during any period of the Executive’s disability. (ii) If any question shall arise as to whether during any period the Executive is disabled through any illness, injury, accident or condition of either a physical or psycholog­ical nature so as to be unable to perform substantially all of the Executive’s duties and responsibilities hereunder, the Executive may, and at the request of the Company shall, submit to a medical examination by a physician selected by the Company to whom the Executive or the Executive’s duly appointed guardian, if any, has no reasonable objection to determine whether the Executive is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such question shall arise and the Executive shall fail to submit to such medical examination, the Company’s determination of the issue shall be binding on the Executive. (iii) Upon the giving of notice of termination of the Executive’s employment due to physical or mental illnessdisability hereunder, Employee the Company shall have been absent from his duties hereunder no further obligation or liability to the Executive, other than for (i) any earned, but unpaid, Base Salary through the date of termination; (ii) any earned, but unpaid annual bonus for any fiscal year prior to the fiscal year of the Executive’s termination; (iii) a pro rata portion (based on a full-time basis for one hundred eighty (180) calendar the number of days preceding the Executive’s termination in the aggregate in fiscal year of termination) of the Target Bonus; (iv) a lump sum payment equal to the lesser of (A) twelve (12) months of Base Salary or (B) Base Salary for the remainder of the term hereof; and (v) any unreimbursed business expenses. In addition, (x) the Company shall continue the benefits contemplated by Section 4(h) for the period contemplated therein, and (y) subject to any employee contribution applicable to active employees and their dependents generally, for the twelve (12) month periodperiod following termination, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated contribute to the premium cost of coverage for the number of days actually employed Executive and the Executive’s dependents under the Company’s medical and dental plans provided that a timely COBRA election is made. The payments referred to in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph clauses (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (fi), (ii) and (v) above shall be payable in a lump-sum within thirty (30) days after the date of termination. The Company’s payments under clauses (iii) and (iv) above, as well as the continued contribution toward medical and dental premiums, are expressly conditioned upon the Executive (or the Executive’s duly appointed guardian, if earlierany) executing and delivering to the Company a timely and effective Separation Agreement. All unvested stock options Payment under clauses (iii) and stock-based grants shall immediately vest and become exercisable or nonforfeitable(iv) will be made within thirty (30) days after the Company’s receipt of the Separation Agreement. Other than as set forth in this clause (b), and Employee the Company shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject no further obligation to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderExecutive.

Disability. IfIn the event Officer shall become disabled as defined in Treasury Regulation 1.409(A)-3(i)(4) (“Disability”), the Company shall provide the following payments and benefits: a. The Accrued Rights (as defined in Section 7(a) below); b. If Officer’s employment is terminated following the end of a result fiscal year and prior to the payment date for the bonus described in Section 4(a), if any, that Officer would have been entitled to receive with respect to such completed fiscal year, based upon the Company’s actual results, the Company shall pay to Officer, at the time such bonus is paid to other executives of Employee's incapacity due the Company according to physical or mental illnessthe terms of the applicable bonus program adopted by the Company, Employee the amount of such bonus described in Section 4(a), if any, that Officer would have been entitled to receive with respect to such completed fiscal year had Officer’s employment not terminated prior to the payment date for such bonus; and a pro rata portion of the bonus described in Section 4(a), if any, that Officer would have been entitled to receive for the fiscal year in which the Disability Payment Date (as defined below) occurs, based upon the Company’s actual results for the year of termination and the percentage of the fiscal year that shall have been absent from his duties hereunder elapsed through the Disability Payment Date, payable to Officer pursuant to Section 4(a) had Officer’s employment not terminated, which pro-rata bonus shall be paid at the time such bonus is paid to other executives of the Company according to the terms of the applicable bonus program adopted by the Company; and c. Through insurance or on a full-time basis its own account coverage for one hundred eighty (180) calendar days in the aggregate in any Officer that will provide payment of Officer’s full salary and benefits for twelve (12) month periodmonths, with (i) the payment of Officer’s salary to commence within thirty (30) days (with the date of such initial payment(s) determined by the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder in its sole discretion) of the Disability Payment Date (as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued defined below) and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (cii) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon payments being paid on the same terms and conditions in effect on with the Date of Terminationsame frequency as Officer’s salary was paid prior to such incapacity or illness. For the period beyond twelve (12) months, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph Company shall reduce and count against Employee's rights under COBRA. In addition provide such coverage to the foregoing, any payments Officer as is then available to which Employee may be entitled under any employee benefit plan shall also be paid Officer in accordance with Company policy. To the terms of such plan extent that payments are received from Worker’s Compensation or arrangement. Such paymentsother Company paid disability plans, in the aggregate, shall fully discharge the Company's ’s obligations hereunderwill be reduced by amounts so received. The date on which it is determined that Officer is Disabled is referred to herein as the “Disability Payment Date.”

Disability. IfFor purposes of this Agreement, the Executive will be deemed “disabled” if he is absent from work because he is incapacitated due to an accident or physical or mental impairment, and one of the following conditions is also satisfied: (i) Executive is expected to return to his duties with the Company within 6 months after the beginning of his absence or (ii) Executive is unable to perform his duties or those of a substantially similar position of employment due to a medically-determinable physical or mental impairment which can be expected to result in death or last for a continuous period of not less than 6 months. If the Executive is absent on account of being disabled (as defined in the preceding sentence), during such absence the Company shall continue to pay to the Executive his base salary, any additional compensation authorized by the Company’s Board of Directors, and other remuneration and benefits provided in accordance with Paragraph 2 hereof, all without delay, diminution or proration of any kind whatsoever (except that his remuneration hereunder shall be reduced by the amount of any payments he may otherwise receive as a result of Employee's incapacity due his disability pursuant to physical a disability program provided by or mental illnessthrough the Company), Employee and his medical benefits and life insurance shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days remain in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunderfull force. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is Unless terminated due to disability earlier in accordance with this Subparagraph (Paragraph 3a), c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (fd), if earlier. All unvested stock options the Employment Period shall end on the 180th consecutive day of his disability absence, and stock-based grants Executive’s compensation under Paragraph 2 shall immediately vest cease, except the medical benefits covering the Executive and become exercisable or nonforfeitable, his family shall remain in place (subject to the eligibility requirements and Employee shall have such period of time to exercise the stock options as is provided other conditions contained in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following underlying plan, as described in the Date of Termination Company’s employee benefits manual, and subject to the Employee's continued copayment requirement that the Executive continue to pay the “employee portion” of premium amountsthe cost thereof), and the Executive’s life insurance policy under the Management Insurance Program shall be transferred to him, as provided in the related agreement, subject to the obligation of the Executive to pay the premiums therefor. In the event that the Executive is determined to be capable of performing his duties before being absent for 180 consecutive days (and before expiration of the Employment Period), the Employee, Employee's spouse and dependents Executive shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled to resume employment with the Company under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in this Agreement for the aggregate, shall fully discharge then remaining balance of the Company's obligations hereunderEmployment Period.

Disability. If, as a result of Employee's incapacity due (a) If Executive shall become physically or mentally disabled during the Term to physical or mental illness, Employee shall have been absent from the extent that his ability to perform his duties and services hereunder on is materially and adversely impaired (any such incapacity, a full-time basis for one hundred eighty “Disability”), his Base Salary, bonus and other compensation provided herein shall continue while he remains employed by the Company; provided, that if such Disability (180) calendar days as determined in the aggregate Company’s reasonable judgment, exercised in any twelve good faith) continues for at least three (123) month periodconsecutive months, the Company may terminate Employee's Executive’s employment hereunder, in which case the Company within 10 business days shall pay Executive a cash payment equal to (i) his annual Base Salary as provided in Section 5(a) hereof to the extent earned but unpaid as of the date of termination (“Unpaid Salary”), (ii) the bonus payable pursuant to Section 5(b) for the fiscal year of the Company ending prior to the date of termination (to the extent earned based on performance under the goals and objectives of the applicable plan but not previously paid) (“Unpaid Bonus”) and (iii) Executive’s then accrued but unused vacation (“Unpaid Vacation”) (the Unpaid Salary, Unpaid Bonus and Unpaid Vacation referred to sometimes together as the “Accrued Amounts”). During any period that Employee fails to perform his duties hereunder as Additionally, in the event of a result termination of incapacity employment due to physical or mental illnessDisability, Employee the Company shall continue pay to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated Executive a pro-rata portion of the Target Bonus for the number year in which the termination for Disability occurred, payable at the same time when the bonus payment for the year of days actually employed in the then current calendar year, until Employee's employment is terminated due termination otherwise would have been paid pursuant to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (fSection 5(b), if earlier. All unvested options, restricted stock options and stock-based grants and/or other awards held by Executive on the date of termination for Disability shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period only through the date of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject termination according to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse normal vesting schedule applicable to such options or restricted stock and dependents Executive shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid treated in accordance with the terms applicable award agreements. (b) No payments or vesting under this Section 7 will be made if such Disability arose primarily from (a) chronic use of such plan intoxicants, drugs or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereundernarcotics (other than drugs prescribed to Executive by a physician and used by Executive for their intended purpose for which they had been prescribed) or (b) intentionally self-inflicted injury or intentionally self-induced illness.

Disability. IfIn the event Employee shall be unable to render the services or perform the duties of Employment hereunder by reason of illness, injury or incapacity (whether physical, mental, emotional or psychological) (any of the foregoing, as determined in accordance with the following sentence, shall be referred to herein as a result "Disability") for a period of Employee's incapacity due to physical either (i) 90 consecutive days or mental illness(ii) a total of 180 days, Employee shall have been absent from his duties hereunder on a fullwhether or not consecutive, within the preceding 365-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month day period, the Company may shall have the right (but not the obligation) to terminate Employee's employment hereunderEmployment hereunder by providing Employee with 30 days' prior written notice. During any period that Employee fails to perform his duties Any determination of Disability shall be made by the CEO of the Company and the Committee in their reasonable good faith discretion. If Employee's Employment hereunder as a result is so terminated by reason of incapacity due to physical or mental illnessDisability, Employee shall continue be entitled to receive his accrued and unpaid Base (i) Employee's base Salary through the end of the month in which the Disability termination occurs and accrued PTO through the date of Disability termination, paid in a single lump sum within 30 days following the date of termination, and unpaid (ii) a pro-rata Annual Bonus (based upon target bonus, prorated for bonus and the number days of days actually employed employment in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (fyear of Termination), if earlierto be paid in a single lump sum within 30 days following the termination date, less (iii) the aggregate amount of any amounts payable under any disability insurance policy provided by the Company that is then in effect. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid to receive all applicable disability benefits in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge this Agreement and of the Company's obligations hereunderbenefit programs and plans. Any unvested shares of the Company’s common stock awarded pursuant to Section 4(c) shall vest immediately (at target) upon Employee's Disability termination. Notwithstanding any other provision contained herein, all leaves, accommodations and payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law.

Disability. IfIf (i) Executive shall fail for a period of six consecutive months during the term of his employment hereunder, as a result because of Employee's incapacity due to illness, physical or mental disability or other similar incapacity, to effectively and actively render the services provided for by this Agreement or (ii) at such earlier time as Executive submits satisfactory medical evidence that he has or the Board in its reasonable judgment determines that Executive has an illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illnessdisability or other incapacity which is expected to prevent him from returning to the performance of his work duties for six months or longer ("Disability"), Employee Holdings or Executive may terminate Executive's employment upon written notice thereof, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under this Section 6.2, and Executive shall receive or continue to receive his accrued and receive, as the case may be: (a) as soon as practicable after the date of termination of Executive's employment pursuant to this Section 6.2, a cash lump sum equal to any compensation payments deferred by Executive, together with any applicable interest or other accruals thereon; (b) any unpaid Base Salary and accrued and unpaid target bonusamounts, prorated as of the date of such termination, in respect of any bonus for the number of days actually employed in fiscal year ending before such termination, which shall be payable on the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph date on which such bonus would otherwise be payable; (c) or until Employee terminates his on the sixtieth day following the end of the fiscal year during which the termination of Executive's employment pursuant to this Section 6.2 occurs, an amount in accordance with Subparagraph respect of any bonus for the period employed for such fiscal year calculated on a pro rata basis; (e)(iid) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For for a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium one year after termination for Disability, amounts, payable on Holdings' regular payroll schedule, equal to no less than 60% of Executive's then annual Base Salary, reduced by any amounts received by Executive under any disability insurance policies with respect to which Holdings paid the Employeepremiums; (e) such rights to payments under applicable plans or programs, Employee's spouse and dependents shall continue accrued to participate in the Company's health insurance plan upon the same terms and conditions in effect Executive on the Date date of Terminationtermination including, PROVIDEDwithout limitation, HOWEVERthose described in Section 3.3 hereof, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee as may be entitled under any employee benefit plan shall also be paid in accordance with appropriate pursuant to the terms of such plan plans or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderprograms.

Disability. If(a) During the Term of Employment, the Executive shall be entitled to disability coverage as described in this Section 7(a). In the event the Executive becomes disabled, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a fullthat term is defined under the Company’s Long-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month periodTerm Disability Plan, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee Executive shall continue be entitled to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for pursuant to the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) Company’s Long-Term Disability Plan or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitableotherwise, and Employee shall have such period in place of time his Base Salary, an amount equal to exercise 60% (or at the stock options as is provided in rate then applicable) of his Base Salary, at the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions annual rate in effect on the commencement date of his eligibility for the Company’s long-term disability benefits (“Commencement Date”) for a period beginning on the Commencement Date and ending with the Executive’s attainment of Termination, PROVIDED, HOWEVER, that age 65. If (i) the continuation Executive ceases to be disabled during the Term of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (ii) the position set forth in Section 2(a) are then vacant and (iii) the Company requests in writing that he resume such position, he may elect to resume such position by written notice to the Company within 15 days after the Company delivers its request. If he resumes such position, he shall thereafter be entitled to his Base Salary at the annual rate in effect on the Commencement Date and, for the year he resumes his position, a pro rata Annual Incentive Award at 75% of Base Salary for such year. If he ceases to be disabled during the Term of Employment and does not resume his position in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to Section 9(e) as of the date the Executive ceases to be disabled. If the Executive is not offered such position after he ceases to be disabled during the Term of Employment, he shall be treated as if his employment was terminated Without Cause pursuant to Section 9(c) as of the date the Executive ceases to be disabled. (b) The Executive shall be entitled to a pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Commencement Date occurs, payable in accordance with the terms of the annual incentive compensation plan and at the time set forth in Section 4 hereof. The Executive shall not be entitled to any Annual Incentive Award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 7(a), he shall be entitled to a pro rata Annual Incentive Award at 75% of Base Salary for the year he resumes such position and shall thereafter be entitled to Annual Incentive Awards in accordance with Section 4 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 7(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Section 5 and 6 above, except that the Executive shall not be entitled to receive any annual salary increases or arrangement. Such payments, in any new long-term incentive plan grants or elect to defer compensation following the aggregate, shall fully discharge the Company's obligations hereunderCommencement Date.

Disability. IfIf (i) Executive shall fail for a period of six ---------- consecutive months during the term of his employment hereunder, as a result because of Employee's incapacity due to illness, physical or mental disability or other similar incapacity, to effectively and actively render the services provided for by this Agreement or (ii) at such earlier time as Executive submits satisfactory medical evidence that he has or the Board in its reasonable judgment determines that Executive has an illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illnessdisability or other incapacity which is expected to prevent him from returning to the performance of his work duties for six months or longer ("Disability"), Employee Holdings or Executive may terminate Executive's employment upon written notice thereof, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under this Section 6.2, and Executive shall receive or continue to receive his accrued and receive, as the case may be: (a) as soon as practicable after the date of termination of Executive's employment pursuant to this Section 6.2, a cash lump sum equal to any compensation payments deferred by Executive, together with any applicable interest or other accruals thereon; (b) any unpaid Base Salary and accrued and unpaid target bonusamounts, prorated as of the date of such termination, in respect of any bonus for the number of days actually employed in fiscal year ending before such termination, which shall be payable on the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph date on which such bonus would otherwise be payable; (c) or until Employee terminates his on the sixtieth day following the end of the fiscal year during which the termination of Executive's employment pursuant to this Section 6.2 occurs, an amount in accordance with Subparagraph respect of any bonus for the period employed for such fiscal year calculated on a pro rata basis; (e)(iid) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For for a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium one year after termination for Disability, amounts, payable on Holdings' regular payroll schedule, equal to no less than 60% of Executive's then annual Base Salary, reduced by any amounts received by Executive under any disability insurance policies with respect to which Holdings paid the Employeepremiums; (e) such rights to payments under applicable plans or programs, Employee's spouse and dependents shall continue accrued to participate in the Company's health insurance plan upon the same terms and conditions in effect Executive on the Date date of Terminationtermination including, PROVIDEDwithout limitation, HOWEVERthose described in Section 3.3 hereof, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee as may be entitled under any employee benefit plan shall also be paid in accordance with appropriate pursuant to the terms of such plan plans or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderprograms.

Disability. If, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180i) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's Executive’s employment hereunder due to Executive’s Disability during the Term by giving Executive thirty (30) days’ written notice of its intent to terminate, but in no event shall such termination be effective prior to the expiration of the time periods in the definition of “Disability.” Notwithstanding the foregoing, Company will, after engaging in an interactive process with Executive to discern whether reasonable accommodation(s) can be provided without undue hardship upon Company, offer Executive reasonable accommodation(s) to enable Executive to perform the essential functions of Executive’s position to the extent required by applicable law (if any) before terminating Executive’s employment hereunder. During Executive may decline such reasonable accommodation, in which case Executive’s employment hereunder will terminate as provided in this subsection. (ii) In the event of such termination for Disability, Executive will receive Executive’s Final Compensation. Company shall have no further obligation hereunder to Executive upon termination of Executive’s employment under this Section 5(d), including, specifically, that the provisions of Section 5(d) shall not apply. (iii) Subject to Executive’s rights under the Family and Medical Leave Act (FMLA) and the Americans with Disabilities Act (ADA), Company may designate another Executive to act in Executive’s place during any period that Employee fails of Executive’s Disability during which Executive is unable to perform his duties hereunder as the essential functions of Executive’s position with or without a result of incapacity due to physical or mental illnessreasonable accommodation. Notwithstanding any such designation, Employee Executive shall continue to receive his accrued and unpaid the Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (cSection 4(a) or until Employee terminates his employment and coverage under the Benefit Plans in accordance with Subparagraph Section 4(b), to the extent permitted by the then-current terms of the applicable benefit plans and as provided under the FMLA, if applicable, until the earliest to occur of: (e)(iiA) the end of the Term, (B) Executive becomes eligible for disability income benefits under Company’s disability income plan, or (fC) the termination of Executive’s employment. (iv) While receiving disability income payments under Company’s disability income plan (if applicable), if earlierCompany will continue to pay to Executive Executive’s Base Salary under Section 4(a), but may offset any such disability income payments Executive receives against the Base Salary payments. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall Executive will also continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid Benefit Plans in accordance with Section 4(b) and the terms of such plan Benefit Plans, until the end of the Term or arrangement. Such paymentsuntil the termination of Executive’s employment, in whichever occurs first. (v) If any question arises as to whether during any period Executive has a Disability as defined herein, Executive may, and at the aggregaterequest of Company shall, submit to a medical examination by a qualified, unbiased physician selected by Company and reasonably acceptable to Executive or Executive’s duly appointed guardian, if any, to determine whether Executive has a Disability and such determination shall fully discharge for the Company's obligations hereunderpurposes of this Agreement be conclusive of the issue.

Disability. IfIn the event the Executive becomes disabled prior to his Separation from Service (as defined in Section IV), and the Executive's Separation from Service is on account of such disability, the Executive shall be entitled to receive one hundred percent (100%) of the Executive's accrued liability balance at the time of Separation from Service for said disability. Except as otherwise provided herein, said accrued liability balance at termination shall be paid to the Executive in a lump sum no later than 2 1/2 months following the date of the Executive's Separation from Service. Disability shall be defined in the Executive's Employment Agreement in effect at the time of his Separation from Service or, if no Employment Agreement is then in effect, then as defined in the Bank's long term disability policy in effect at the time of said disability. If neither definition exists at the time of termination and there is a dispute regarding whether the Executive is disabled, such dispute shall be resolved by a physician selected by the Bank, a physician selected by the Executive, and a third physician selected by each of the other two (2) physicians. Such resolution shall be binding upon all parties to this agreement. Notwithstanding the foregoing, if the disability that gives rise to the Executive's Separation from Service does not cause the Executive to be "disabled" within the meaning of Section 409A, and if, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent the date of such Separation from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month periodService, the Company may terminate Executive is a "Specified Employee's employment hereunder. During any period " (as defined in Section 409A), then his disability benefits payable pursuant to this Section VIII.B shall commence to be paid on the first day of the month that Employee fails to perform next follows the six-month anniversary of the date the Executive incurs a Separation from Service, or his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f)death, if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.

Disability. If, as a result of Employee's incapacity due (a) If Executive shall become physically or mentally disabled during the Term to physical or mental illness, Employee shall have been absent from the extent that his ability to perform his duties and services hereunder on a full-time basis for one hundred eighty is materially and adversely impaired, his Base Salary, bonus and other compensation provided herein shall continue while he remains employed by the Company; provided, that if such disability (180) calendar days as determined in the aggregate Company's reasonable judgment, exercised in any twelve good faith) continues for at least three (123) month periodconsecutive months, the Company may terminate EmployeeExecutive's employment hereunder. During any period that Employee fails , in which case the Company within 10 business days shall pay Executive a cash payment equal to perform (i) his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid annual Base Salary and accrued and as provided in Section 5(a) hereof to the extent earned but unpaid target bonusas of the date of termination ("Unpaid Salary"), prorated (ii) the bonus payable pursuant to Section 5(b) for the number fiscal year of days actually employed in the then current calendar year, until Employee's employment is terminated due Company ending prior to disability in accordance with this Subparagraph the date of termination (cto the extent earned based on performance under the goals and objectives of the applicable plan but not previously paid) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f"Unpaid Bonus"), if earlier(iii) Executive's then accrued but unused vacation ("Unpaid Vacation") (the Unpaid Salary, Unpaid Bonus and Unpaid Vacation referred to sometimes together as the "Accrued Amounts") and (iv) a pro-rata portion of the Target Bonus for the year in which the termination for disability occurs. All unvested options, restricted stock options and stock-based grants and/or other awards held by Executive on the date of termination for disability shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period only through the date of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject termination according to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse normal vesting schedule applicable to such options or restricted stock and dependents Executive shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid treated in accordance with the terms applicable award agreements. (b) No payments or vesting under this Section 7 will be made if such disability arose primarily from (a) chronic use of such plan intoxicants, drugs or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereundernarcotics (other than drugs prescribed to Executive by a physician and used by Executive for their intended purpose for which they had been prescribed) or (b) intentionally self-inflicted injury or intentionally self-induced illness.

Disability. If, If the Executive shall be disabled so as a result to be unable ---------- to perform the essential functions of Employeethe Executive's incapacity due to physical then existing position or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month periodpositions under this Agreement with or without reasonable accommodation, the Company Chief Executive Officer or the Board of Directors may terminate Employee's employment hereunderremove the Executive from any responsibilities and/or reassign the Executive to another position with the Employer for the remainder of the Initial Term or, if the Initial Term has expired, any Extended Term, or during the period of such disability. During Notwithstanding any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical such removal or mental illnessreassignment, Employee the Executive shall continue to receive his accrued and unpaid Base the Executive's full Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to (less any disability in accordance with this Subparagraph (c) pay or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health sick pay benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee the Executive may be entitled under the Employer's policies) and benefits under Section 4 of this Agreement (except to the extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) for a period of time equal to the remainder of the Initial Term or, if the Initial Term has expired, any employee benefit plan Extended Term, provided that the Executive remains employed by the Employer during such period. In the event that the Employer terminates the Executive's employment without cause pursuant to Section 6(c) or the Employer delivers a Non-renewal Notice to the Executive, in either case due to the Executive's continuing inability to perform the essential functions of the Executive's then existing position or positions, the Executive shall also be paid eligible to receive Termination Benefits subject to and in accordance with the terms and conditions of Section 6(d), provided that the Executive's Termination Benefits additionally shall be subject to reduction by the amount of any payments the Executive receives under any disability benefit plan or plans or insurance policies the Employer maintains for the Executive, or under worker's compensation, or state or federal disability benefit programs. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive's then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Employer shall, submit to the Employer a certification in reasonable detail by a physician selected by the Employer to whom the Executive or the Executive's guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Employer's determination of such plan or arrangementissue shall be binding on the Executive. Such paymentsNothing in this Section 6(e) shall be construed to waive the Executive's rights, in if any, under existing law including, without limitation, the aggregateFamily and Medical Leave Act of 1993, shall fully discharge 29 U.S.C. (S)2601 et seq. and the Company's obligations hereunderAmericans with Disabilities Act, 42 U.S.C. (S)12101 et seq.

Disability. If, as a result of Employee's incapacity due (a) If Executive shall become physically or mentally disabled during the Term to physical or mental illness, Employee shall have been absent from the extent that his ability to perform his duties and services hereunder on is materially and adversely impaired (any such incapacity, a full-time basis for one hundred eighty “Disability”), his Base Salary, bonus and other compensation provided herein shall continue while he remains employed by the Company; provided, that if such Disability (180) calendar days as determined in the aggregate Company’s reasonable judgment, exercised in any twelve good faith) continues for at least three (123) month periodconsecutive months, the Company may terminate Employee's Executive’s employment hereunder, in which case the Company within 10 business days shall pay Executive a cash payment equal to (i) his annual Base Salary as provided in Section 5(a) hereof to the extent earned but unpaid as of the date of termination (“Unpaid Salary”), (ii) the bonus payable pursuant to Section 5(b) for the fiscal year of the Company ending prior to the date of termination (to the extent earned based on performance under the goals and objectives of the applicable plan but not previously paid) (“Unpaid Bonus”) and (iii) Executive’s then accrued but unused vacation (“Unpaid Vacation”) (the Unpaid Salary, Unpaid Bonus and Unpaid Vacation referred to sometimes together as the “Accrued Amounts”). During any period that Employee fails to perform his duties hereunder as Additionally, in the event of a result termination of incapacity employment due to physical or mental illnessDisability, Employee the Company shall continue pay to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated Executive a pro-rata portion of the Target Bonus for the number of days actually employed year in which the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earliertermination for Disability occurred. All unvested options, restricted stock options and stock-based grants and/or other awards held by Executive on the date of termination for Disability shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period only through the date of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject termination according to the Employee's continued copayment of premium amountsnormal vesting schedule applicable to such options, the Employee, Employee's spouse restricted stock and/or other awards and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid treated in accordance with the terms applicable award agreements. (b) No payments or vesting under this Section 7 will be made if such Disability arose primarily from (a) chronic use of such plan intoxicants, drugs or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereundernarcotics (other than drugs prescribed to Executive by a physician and used by Executive for their intended purpose for which they had been prescribed) or (b) intentionally self-inflicted injury or intentionally self-induced illness.

Disability. IfThe Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable to perform the essential functions of his regular duties and responsibilities, as a result of Employee's incapacity with or without reasonable accommodation, due to physical a Disability that has lasted (or mental illnesscan reasonably be expected to last) for a period of ninety (90) consecutive days, Employee shall have been absent from his duties hereunder on or for a full-time basis for total of ninety (90) days or more in any consecutive one hundred and eighty (180) calendar days in the aggregate in any twelve (12) month day period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as “Disability” means a result of incapacity due to physical or mental illnessimpairment of Executive as certified in a written statement from a licensed physician selected or approved in good faith by the Board (or any committee of the Board comprised solely of independent directors). If the Executive’s employment is terminated pursuant to this Section 9(c), Employee shall continue the Executive will be entitled to receive his accrued and unpaid (i) all Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due benefits to disability in accordance with this Subparagraph (c) be paid or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on Executive under this Agreement through the Date of Termination, PROVIDED, HOWEVER, that the continuation of health (ii) any other unpaid benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments (including disability benefits) to which Employee may be he is otherwise entitled under any employee benefit plan shall also plan, policy or program of the Company applicable to the Executive as of the Date of Termination, (iii) in the event the Date of Termination occurs after the completion of any Fiscal Year, but prior to the date any cash bonus related to such Fiscal Year has been determined or paid to the Executive, the amount of any cash bonus related to such Fiscal Year ending before the Date of Termination that the Executive would have otherwise been entitled to had Executive not terminated, and (iv) the amount of any target cash bonus for the Fiscal Year in which the Date of Termination occurs, pro-rated based on the portion of the applicable Fiscal Year that the Executive worked for the Company. The amounts referred to in clauses (i) through (iii) above will be paid to the Executive when the same would have been paid to the Executive (whether or not the Term will have expired during such period), and the amount referred to in accordance with clause (iv) will be paid to the terms Executive within sixty (60) days following the Date of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderTermination.

Disability. IfThe Company shall at all times have the right, upon written notice to the Executive, to terminate the Executive's employment hereunder, if the Executive shall become entitled to benefits under the Company's Long Term Disability Plan as a then in effect, or, if the Executive shall as the result of Employee's incapacity due mental or physical incapacity, illness or disability, become unable to physical or mental illness, Employee perform his obligations hereunder for a period of 180 days in any 12-month period. The Company shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in sole discretion based upon competent medical advice to determine whether the aggregate in Executive continues to be disabled. Upon any twelve (12) month periodtermination pursuant to this Section 5.2, the Company may terminate Employeeshall: (a) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (b) pay to the Executive his accrued and declared but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of termination of the Executive's employment with the Company, and (c) pay to the Executive (within forty-five (45) days after the end of the Bonus Period in which such termination occurs) a prorata portion (based upon the period ending on the date of termination of the Executive's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result ) of incapacity due to physical or mental illnessthe Incentive Compensation, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonusif any, prorated for the number of days actually employed Bonus Period in which such termination occurs, as calculated pursuant to the Incentive Compensation Plan; provided that the goals under the Incentive Compensation Plan for each period used in the then current calendar yearcalculation of the Executive's Incentive Compensation, until Employee's employment is terminated due to disability shall be based on: (i) the portion of the Bonus Period through the end of the Bonus Period in which such termination occurs and (ii) unaudited financial information prepared in accordance with this Subparagraph generally accepted accounting principles, applied consistently with prior periods, as approved and reviewed by the Board. The Company shall have no further liability hereunder other than for: (cx) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f)reimbursement for reasonable business expenses incurred prior to the date of termination, if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitablesubject, however to the provisions of Section 4.1, and Employee shall (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereundertermination occurs.

Disability. If(i) The Company may terminate the Executive’s employment hereunder, upon notice to the Executive, in the event that the Executive becomes disabled during his employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result result, is unable to perform substantially all of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties and responsibilities hereunder on a full-time basis (notwithstanding the provision of any reasonable accommodation) for one hundred and eighty (180) days during any period of three hundred and sixty-five (365) consecutive calendar days in days, whether or not consecutive. In the aggregate in any twelve (12) month periodevent of such termination, the Company shall have no further obligation or liability to the Executive, other than for payment of any Final Compensation due the Executive. Other than business expenses described in Section 5(a)(iii), Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in all events within thirty (30) days following the date of termination of employment. (ii) The Board may terminate Employee's employment hereunder. During designate another employee to act in the Executive’s place during any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illnessthe Executive’s disability. Notwithstanding any such designation, Employee the Executive shall continue to receive his accrued and unpaid the Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (cSection 4(a) or until and to participate in Employee terminates his employment Benefit Plans in accordance with Subparagraph (e)(ii) or (fSection 4(d), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment extent permitted by the then-current terms of premium amountsthe applicable Employee Benefit Plans, until the Executive becomes eligible for disability income benefits under the Company’s disability income plan, if any, or until the termination of his employment, whichever shall first occur. While receiving disability income payments under any Company’s disability income plan, the EmployeeExecutive shall not be entitled to receive any Base Salary under Section 4(a), Employee's spouse and dependents but shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid Benefit Plans in accordance with Section 4(d) and to the extent permitted by and subject to the then-current terms of such plan plans, until the termination of his employment hereunder. (iii) If any question shall arise as to whether the Executive is disabled through any illness, injury, accident or arrangementcondition of either a physical or psychological nature so as to be unable to perform substantially all of his duties and responsibilities hereunder, the Executive may, and at the request of the Company shall, submit to a medical examination by a physician selected by the Company to whom the Executive or his duly appointed guardian, if any, has no reasonable objection to determine whether the Executive is disabled, and such determination shall for the purposes of this Agreement be conclusive. Such paymentsIf such question shall arise and the Executive shall fail to submit to such medical examination, in the aggregate, shall fully discharge the Company's obligations hereunder’s determination of the issue shall be binding on the Executive.

Disability. If, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, If the Company may terminate Employee's terminates the Executive’s employment hereunder. During any period that Employee fails during the Employment Period because of the Executive’s Disability pursuant to perform his duties hereunder as a result of incapacity due Section 6(a)(ii)(A), (A) the Company shall pay to physical or mental illness, Employee shall continue to receive his accrued and unpaid the Executive (i) the Executive’s Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on through the Date of Termination, PROVIDED(ii) all Accrued Benefits, HOWEVERif any, that to which the continuation Executive is entitled as of health benefits under this Subparagraph shall reduce the Date of Termination at the time such payments are due and count against Employee's rights under COBRA. In addition subject to the foregoing, any payments to which Employee Executive (or the Executive’s personal representative or an individual holding a Power of Attorney from the Executive upon the Date of Termination) executing a general release of claims substantially in the form of the release attached hereto as Exhibit A (except as may be entitled under any employee benefit plan revised to reasonably reflect changes in applicable law) within the Release Period as defined in Section 7(f), the Death/Disability Severance Benefits. Except as set forth herein, the rights of the Executive with respect to the Executive’s equity or equity-related awards (including Special RSU Award and Special Performance-Based Stock Option Award) shall also be paid in accordance with governed by the applicable terms of the Incentive Plan or award agreement evidencing such award. Except as set forth herein, the Executive’s outstanding equity awards granted on and after the Effective Date shall be governed by the terms of the award agreements evidencing such plan or arrangementawards. Such paymentsExcept as set forth herein, in the aggregate, Company and Company Affiliates shall fully discharge have no further obligations to the Company's Executive under this Agreement upon the Executive’s termination due to Disability pursuant to Section 6(a)(ii)(A) other than such obligations hereunderwhich by their terms continue following termination of the Executive’s employment.

Disability. If, as a result of Employee's incapacity due If the Executive is unable to physical or mental illness, Employee shall have been absent from perform his duties hereunder on under this Agreement because of a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month periodTotal Disability, the Company may terminate Employee's the Executive’s employment hereunderby giving written notice to the Executive. During Such termination shall be effective as of the date of such notice and the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonusearned through the date of such termination, prorated to the extent theretofore unpaid, (b) Total Disability benefits as described below, (c) a pro-rated Incentive Bonus Payment equal to the product of (i) the actual Incentive Bonus Payment for the year of termination multiplied by (ii) a fraction, the numerator of which is the number of completed days actually employed in the then current calendar year, until Employee's employment year of termination during which the Executive was employed by the Company and the denominator of which is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable365, and Employee shall have provided that such period of time to exercise the stock options as is provided amount will be paid in the Stock Option Plan normal course and agreements with Employee pursuant thereto. For a period shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, and (d) such retirement and other benefits earned and vested (if applicable) by the Executive as of eighteen (18) months following the Date date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled his termination under any employee benefit plan shall also of the Company in which the Executive participates, including without limitation all vested benefits due under the Restoration Plan and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans. In the event that the Executive incurs a Total Disability, the Executive shall be entitled to an annual disability benefit equal to 75% of his Base Salary, payable in accordance with the Company’s normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by Social Security disability benefits and any other long-term disability benefits the Executive is entitled to under any other Company-sponsored or Company funded long-term disability plan or arrangement. Such paymentsarrangements and shall cease as of the earliest of the Executive’s cessation of Total Disability, in the aggregate, shall fully discharge the Company's obligations hereunderdeath or attainment of his Normal Retirement Date.

Disability. IfIf the Executive shall become Disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation, the Chief Executive Officer may remove the Executive from any responsibilities and/or reassign the Executive to another position with the Employer for the remainder of the Term or during the period of such Disability. Notwithstanding any such removal or reassignment, the Executive shall continue to receive the Executive’s full Salary (less any disability pay or sick pay benefits to which the Executive may be entitled under the Employer’s policies) and benefits under Section 4 of this Agreement (except to the extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) for a period of time equal to twelve (12) months payable at the same time as such amounts would otherwise have been paid to the Executive had he continued in his current capacity. If the Executive is unable to perform substantial services of any kind for the Employer during this period, such period shall be considered a paid leave of absence and the Executive shall have the contractual right to return to employment at any time during such period. If the Executive’s Disability continues beyond such twelve (12) month period, the Executive’s employment may be terminated by the Employer by reason of Disability at any time thereafter. For purposes hereof, the term “Disabled” or “Disability” shall mean a written determination that the Executive, as a result certified by at least two (2) duly licensed and qualified physicians, one (1) approved by the Chief Executive Officer and one (1) physician approved by the Executive (the “Examining Physicians”), or, in the event of Employee's incapacity due to the Executive’s total physical or mental illnessdisability, Employee shall have been absent the Executive’s legal representative, that the Executive suffers from his a physical or mental impairment that renders the Executive unable to perform the Executive’s regular personal duties hereunder on under this Agreement and that such impairment can reasonably be expected to continue for a full-time basis period of six (6) consecutive months or for shorter periods aggregating one hundred and eighty (180) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER; provided, that the continuation Executive’s primary care physician may not serve as one of health benefits under this Subparagraph the Examining Physicians without the consent of the Employer and the Executive (or the Executive’s legal representation). The Executive shall reduce and count against Employee's rights under COBRA. In addition cooperate with any reasonable request of a physician to the foregoing, any payments submit to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms a physical examination for purposes of such plan or arrangementcertification. Such paymentsNothing in this Section 6(d) shall be construed to waive the Executive’s rights, in if any, under existing law including, without limitation, the aggregateFamily and Medical Leave Act of 1993, shall fully discharge 29 U.S.C. 2601 et seq. and the Company's obligations hereunderAmericans with D▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. ▇▇▇▇▇ et seq.

Disability. If, Employer may terminate Employee’s employment under this Agreement upon the Disability (as a result defined below) of Employee's incapacity due . The termination date for a termination of this Agreement pursuant to physical or mental illnessthis Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall have been absent from his duties hereunder on a full-time basis continue to receive Employee’s Base Salary for one hundred eighty ninety (18090) calendar days under the Company’s short term disability policy, which may be amended or modified in the aggregate in any twelve Company’s discretion upon written notice to Employee (12the “Initial Disability Period”), and (ii) month periodfollowing such Initial Disability Period, if Employee’s Disability continues, the Company may terminate Employee's ’s employment hereunderimmediately upon written notice. During any period that Employee fails If Employee’s employment is terminated in connection with Employee’s Disability, in addition to perform his duties hereunder as a result the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of incapacity due to physical or mental illnessSection 5 hereof, Employee shall continue be eligible to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus(A) a bonus with respect to Employer’s fiscal year in which the termination date occurs, prorated equal to Employee’s minimum Target Bonus for the year of termination, multiplied by the number of days actually employed in the then current calendar yearfiscal year prior to and including the date of termination and divided by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days of the termination date; and (B) all time-based Equity Awards granted to Employee by MEDNAX prior to termination of Employee’s employment shall immediately become fully vested, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f)non-forfeitable and, if earlier. All unvested stock options applicable, exercisable, and stockall performance-based grants shares awards shall immediately remain outstanding and shall vest and become exercisable or nonforfeitable, and Employee shall have such based upon actual performance determined at the end of the applicable performance period of time to exercise (the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder“Equity Acceleration”).

Disability. If, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in If the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's Executive’s employment is terminated due to disability in accordance with by reason of the Executive’s Disability during the Employment Term, this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants Agreement shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject terminate without further obligations to the Employee's continued copayment Executive, except that the Company shall pay or provide the Accrued Obligations and the Other Benefits. The Accrued Obligations shall be paid to the Executive as follows: the amount in subparagraph A(1) of premium amounts, the Employee, Employee's spouse and dependents Section 6(a)(i) shall continue to participate be paid in the Company's health insurance plan upon the same terms and conditions a lump sum in effect cash on the next regular payroll date; the amount in subparagraph A(2) of Section 6(a)(i) shall be paid in a lump sum in cash on the first business day after the six-month anniversary of the Termination Date, with simple interest from the Termination Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoingdate of payment computed at the rate paid on money market accounts by M&I ▇▇▇▇▇▇▇▇ & Ilsley Bank, any payments to which Employee may be entitled under any employee benefit plan or its successor; and the Other Benefits, as provided herein, shall also be paid in accordance with the terms of the relevant plans; provided, however, that to the extent required by Section 409A of the Code, the commencement of such plan Other Benefits will be delayed to the first day of the seventh month after the Termination Date, at which time any delayed payments will be made in a lump sum, with simple interest from the Termination Date to the date of payment computed at the rate paid on money market accounts by M&I ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Bank, or arrangementits successor. Such paymentsWith respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(c) shall include, and the aggregateExecutive shall be entitled after the Disability Effective Date to receive, shall fully discharge disability and other benefits at least equal to the Company's obligations hereundermost favorable of those generally provided by the Company and its affiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the twelve (12) month period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies and their families.

Disability. IfIn the event of the Executive’s Disability as hereinafter defined, the employment of the Executive may be terminated by the Company, effective upon the Disability Termination Date (as defined below). In such event, the Company shall pay the Executive an amount equivalent to thirty percent (30%) of the Executive’s Base Salary for a one year period, which amount shall be paid in one lump sum within 45 days following the Executive’s “separation from service,” as that term is defined in Section 409A of the Code and regulations promulgated thereunder, from the Company (his “Separation From Service”), provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in Section 4(k)(ii)(B). The foregoing benefit will be provided in addition to any disability or other benefits provided under the Company’s benefit plans in which the Executive participates. For the avoidance of doubt, participation by the Executive in the Company’s long-term and/or short-term disability insurance benefit plans is voluntary on the part of the Executive and is made available by the Company at the sole cost of the Executive. The purpose and intent of the preceding three sentences is to ensure that the Executive receives a combination of insurance benefits and Company payments following the Disability Termination Date equal to 100% of his then-applicable Base Salary for such one-year period. In the event that Executive does not elect to participate in the Company’s long-term and/or short-term disability insurance benefit plans, the Company shall not be obligated to pay the Executive any amount in excess of thirty percent (30%) of the Executive’s Base Salary. In the event of the Disability of the Executive during the Employment Term, the restrictions and deferral limitations applicable to any Option, SAR, Restricted Stock, Restricted Stock Unit, Performance Unit, Deferred Stock Unit, Dividend Equivalent or any Stock Grant Awards (collectively “Awards”), as such Awards are defined in the 2014 LTIP (or any applicable successor or predecessor plan of the Company), granted to the Executive shall be subject to the provisions regarding vesting and transferability in those circumstances as are set forth in the applicable award agreement or grant. The Company shall also pay to the Executive a result lump sum amount equivalent to the Executive’s Target Bonus Amount then in effect, which amount shall be paid in one lump sum within 45 days following the Executive’s Separation from Service, provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in Section 4(j)(ii)(B). Otherwise, after the Disability Termination Date, except in accordance with the Company’s benefit programs and other plans then in effect, the Executive shall not be entitled to any compensation or benefits from the Company or hereunder. “Disability,” for purposes of Employee's this Agreement, shall mean the Executive’s incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a illness causing the Executive’s complete and full-time basis absence from the Executive’s duties, as defined in Paragraph 2, for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as either a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such consecutive period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) more than six months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, or at least 180 days within any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder270-day period.

Disability. If, as a result In the event of the Employee's incapacity due termination by reason of Disability pursuant to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month periodSection 5.5, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall will continue to receive his Base Salary and participate in applicable employee benefit plans or programs of the Related Parties (on an equivalent basis to Section 6.4(a)(iv) below) through the Termination Date, subject to offset dollar-for-dollar by the amount of any disability income payments provided to the Employee under any bona fide disability policy or program (within the meaning of Final Treasury Regulation Section 1.409A-1(a)(5)) funded by any of the Related Parties that covers a substantial number of employees of the Related Parties and was established prior to the date the Employee incurred a Disability, and will receive the amount of (a) the Employee's accrued and but unpaid Base Salary and through the Termination Date paid in a lump sum within thirty (30) days following the Termination Date (or, if earlier, as required by applicable law), (b) any accrued and but unpaid target bonusBonus paid in a lump sum, prorated for which Bonus will be payable at such time as the number bonuses of days actually employed in other executive officers of the then current calendar year, until Employee's employment is terminated due to disability Company are payable in accordance with this Subparagraph the terms of the applicable Employee Bonus Plan, (c) or until Employee terminates his employment the Employee's Pro-Rata Bonus paid in a lump sum, payable at such time as bonuses for the annual period are paid to other executive officers of the Company in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitablethe terms of the applicable Employee Bonus Plan, and (d) any other amounts that may be reimbursable by the Employer to the Employee shall have such period of time to exercise the stock options as is expressly provided under this Agreement paid in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen lump sum within thirty (1830) months days following the Date of Termination Date, and subject the Employer thereafter will have no further obligation to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits Employee under this Subparagraph shall reduce Agreement, other than for payment of any amounts accrued and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled vested under any employee benefit plan shall also be paid plans or programs of the Related Parties in accordance with the terms of such plan plans or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderprograms and any payments or benefits required to be made or provided under applicable law.

Disability. If(i) The Executive will be deemed to be disabled for purposes of this subsection (h) when the Executive becomes entitled to receive disability benefits in accordance with SKS’s short-term disability/sick pay plan. Disputes regarding the existence of the Executive’s disability will be resolved by the determination of a physician selected by SKS’s Board of Directors who is reasonably acceptable to the Executive. The Executive will submit to appropriate medical examinations for purposes of determining disability. (ii) If at any time prior to the termination of this Agreement the Executive becomes disabled, this Agreement and the Executive’s employment will continue for twelve months. During the twelve-month period the Executive will continue to receive all payments and benefits provided by this Agreement, including without limitation the benefits described in sections 3, 4 and 7 of this Agreement and the benefits payable upon termination of the Executive’s employment as a result described in paragraphs (a) through (g) of Employee's incapacity due section 5 and in section 6 of this Agreement, less all disability payments received pursuant to physical SKS’s short-term disability/sick pay plan or mental illness, Employee shall have been absent from his duties hereunder on a fullits Group Long-time basis for one hundred eighty (180) calendar days in Term Disability Insurance Policy. If the aggregate in any twelve (12) Executive’s disability continues after the end of the twelve-month period, the Company may terminate Employee's this Agreement and the Executive’s employment hereunderfor disability (“Disability Termination”). During any period that Employee fails to perform his duties hereunder as Upon a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Disability Termination and subject to the Employee's continued copayment last sentence of premium amountsthis paragraph (ii), the EmployeeExecutive will be entitled to (A) exercise each of the Executive’s unexercised stock option awards, Employee's spouse if any, in accordance with and dependents shall continue subject to participate the Plan and the stock option agreement applicable to the award, (B) receive each of the Executive’s unvested performance share awards and restricted stock awards in accordance with and subject to the Company's health insurance plan upon Plan and the same terms performance share agreement or restricted stock agreement applicable to the award, (C) receive any annual cash bonus earned by the Executive and conditions payable, but not yet paid, for the fiscal year prior to the fiscal year in effect on which the Date of TerminationDisability Termination occurs, PROVIDED, HOWEVER, (D) rights that the continuation Executive or the Executive’s dependents may have under COBRA or any other federal or state law or that are derived independent of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to Agreement by reason of the foregoing, any payments to which Employee may be entitled under Executive’s participation in any employee benefit arrangement or plan shall also be paid maintained by the Company, and (E) receive all other benefits in accordance with section 4 of this Agreement that would be payable upon the terms Disability Termination. Upon a Disability Termination, SKS’s obligations in paragraph (viii) of such plan or arrangementsubsection (d) of this section 5 and in sections 7, 9(f), and 9(h) of this Agreement, and the Executive’s obligations in sections 7, 8, and 9(h) of this Agreement, will continue in effect in accordance with their terms. Such payments, in The Company will not have any obligation to provide to the aggregate, shall fully discharge the Company's obligations hereunderExecutive any benefit pursuant to paragraphs (i) through (vii) of subsection (d) of this section 5 upon a Disability Termination.

Disability. IfProvided that notice of termination has not previously been given under any Section hereof, as if Executive becomes ill or is injured or disabled during the term such that Executive fails to perform all or substantially all of the duties to be rendered hereunder and such failure continues for a result period in excess of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on 26 consecutive weeks (a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period"Disability"), the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued employ Executive under this Agreement for one year form the date of the Disability (which one year period shall commence at the beginning of the 26 week period referred to herein) and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in pay Executive the Company's health insurance plan upon the same terms and conditions Base Salary in effect on the Date date of Terminationthe Disability (determined at the beginning of the 26 week period referred to herein), PROVIDED, HOWEVERthe Performance Bonus and all benefits then in effect; provided, that (A) the continuation Company may relieve Executive of health benefits under this Subparagraph shall reduce his duties and count against Employee's rights under COBRA. In addition responsibilities hereunder to the foregoingextent permitted by law and (B) any long-term disability payments received by Executive under any disability insurance plan made available to Executive by the Company if the premiums were paid by the Company shall be deducted from the salary and bonus payments otherwise required to be paid to Executive hereunder. If during the term and subsequent to the Disability commencement date (which shall be at any time following the end of the 26 week period referred to herein) Executive shall fully recover, any payments the Company shall have the right (exercisable within 60 days after receipt of notice from Executive of such recovery), but not the obligation, to which Employee may restore Executive to full-time service at full compensation. If the Company elects not to restore Executive to full-time service, Executive shall be entitled under any employee benefit plan shall also be paid in accordance to obtain other employment. If Executive is not restored to full-time employment with the terms Company, all stock options that have become exercisable as of such plan or arrangement. Such payments, in the aggregate, date of Disability (determined at the end of the 26 week period referred to herein) shall fully discharge the Company's obligations hereunderremain so for a period of 12 months.

Disability. IfThe Company may terminate the employment of Executive hereunder due to the Disability (as defined in Section 6.5) of Executive. Upon termination of employment, the Term will terminate, all obligations of the Company and Executive under Sections 1 through 3 will immediately cease except for obligations which expressly continue after termination of employment due to Disability, and the Company will pay Executive, and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination (as defined in Section 6.4); (ii) In lieu of any annual cash incentive compensation under Section 3.2 for the year in which Executive becomes disabled, a Partial Year Bonus (as defined in Section 6.7); (iii) All equity awards held by Executive at termination that vest based on time shall be fully vested, all stock options shall be exercisable during the remainder of the term of such options, and all other terms of such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted; (iv) Any performance objectives upon which the earning of performance-based restricted stock, RSUs, and other equity awards and other long-term incentive awards (including cash awards) is conditioned shall be deemed to have been met at target level at the date of termination, and such amounts shall become fully vested and non-forfeitable as a result of Employee's incapacity due to physical or mental illnesstermination of employment at the date of such termination, Employee and, in other respects, such awards shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in be governed by the aggregate in any twelve (12) month period, plans and programs and the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued agreements and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee other documents pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may such awards were granted; (v) Disability benefits shall be entitled under any employee benefit plan shall also be paid payable in accordance with the terms Company’s plans, programs and policies; and (vi) All other rights under any other compensatory or benefit plan shall be governed by such plan. In addition, at Company’s expense, Executive and his spouse and dependent children shall be entitled to continuation of health insurance coverage (i.e., medical, dental and vision) under the Company’s group health plan(s) in which the Executive was participating on the date of termination or if such plan or arrangement. Such paymentsplan(s) have been terminated, in the aggregate, shall fully discharge plan(s) in which senior executives of the Company's obligations hereunderCompany participate for a period of one (1) year after the date Executive’s employment terminates.

Disability. IfThe Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to her duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of her duties and is likely to continue for an indefinite period. Subject to compliance with the covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time her employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a result second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of Employee's incapacity bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illnessillness and such incapacity, Employee shall have been absent with or without reasonable accommodation, prevents the Executive from his duties hereunder satisfactorily performing the essential functions of her job for the Company on a full-time basis for one hundred eighty at least ninety (18090) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.

Disability. If(i) The Company may terminate the Executive’s employment hereunder, upon notice to the Executive, in the event that the Executive becomes disabled during her employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result result, is unable to perform substantially all of Employee's incapacity due to physical or mental illnessher duties and responsibilities hereunder, Employee shall have been absent from his duties hereunder on a fullnotwithstanding the provision of any reasonable accommodation, for ninety (90) days during any period of three hundred and sixty-time basis for one hundred eighty five (180365) consecutive calendar days in days. In the aggregate in any twelve (12) month periodevent of such termination, the Company shall have no further obligation to the Executive, other than for payment of (i) Final Compensation and (ii) any annual bonus compensation awarded for the fiscal year immediately preceding the year in which termination of employment occurs, but unpaid on the Termination Date, payable at the same time as bonuses are paid to Company executives generally; provided, however, that if paying such amount on the date on which bonuses are paid to Company executives generally would result in an additional tax on the Executive or her estate under Section 409A, then such bonus shall be payable no later than June 15 of the year of the Termination Date. (ii) The Board may terminate Employee's employment hereunder. During designate another employee to act in the Executive’s place during any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illnessthe Executive’s disability. Notwithstanding any such designation, Employee the Executive shall continue to receive his accrued the Base Salary in accordance with Section 4(a) and unpaid benefits in accordance with Section 4(e), to the extent permitted by the then-current terms of the applicable benefit plans, until the Executive becomes eligible for long-term disability income benefits under the Company’s long-term disability income plan or until the termination of her employment, whichever shall first occur. Notwithstanding anything in this Section 5(b)(ii) to the contrary, and for the avoidance of doubt, the combination of Base Salary and accrued short-term disability income benefits (if any) during the period of Executive’s disability shall not exceed the amount of compensation and unpaid target bonus, prorated for benefits that the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall Executive would have received during such period of time to exercise had the stock options as is provided in Executive been actively at work during such period. (iii) While receiving long-term disability income payments under the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amountsCompany’s long-term disability income plan, the EmployeeExecutive shall not be entitled to receive any Base Salary under Section 4(a) hereof, Employee's spouse and dependents but shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee Company benefit plan shall also be paid plans in accordance with Section 4(e) and subject to the terms of such plan plans, until the termination of her employment. (iv) If any question shall arise as to whether during any period the Executive is disabled through any illness, injury, accident or arrangementcondition of either a physical or psychological nature so as to be unable to perform substantially all of her duties and responsibilities hereunder, the Executive may, and at the request of the Company shall, submit to a medical examination by a physician selected by the Company to whom the Executive or her duly appointed guardian, if any, has no reasonable objection to determine whether the Executive is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. Such paymentsIf such question shall arise and the Executive shall fail to submit to such medical examination, in the aggregate, shall fully discharge the Company's obligations hereunder’s determination of the issue shall be binding on the Executive.

Disability. If, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, If the Company may terminate Employee's terminates the Executive’s employment hereunder. During any period that Employee fails during the Employment Period because of the Executive’s disability pursuant to perform his duties hereunder as a result of incapacity due to physical or mental illnessSection 8(a)(ii)(A) hereof, Employee (i) the Company shall continue to receive his accrued and unpaid pay the Executive the Executive’s full Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following through the Date of Termination and subject all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination in connection with any fringe benefits or under any bonus incentive compensation plan or program of the Company pursuant to Sections 5(b) and (c) hereof, at the time such payments are due; provided, that payments so made to the Employee's continued copayment Executive during any period that the Executive is unable to perform all of premium the Executive’s duties hereunder by reason of illness, physical or mental illness or other similar incapacity shall be reduced by the sum of the amounts, if any, payable to the EmployeeExecutive at or prior to the time of any such payment under disability plans of the Company and which amounts were not previously applied to reduce such payment; (ii) the Executive’s rights with respect to stock options, Employee's spouse shares of restricted stock and dependents restricted stock units previously granted by the Company shall continue be fully vested and nonforfeitable (and shares of stock shall be delivered to participate the Executive in satisfaction of restricted stock units) as of the Company's health insurance plan Date of Termination; (iii) all deferred and incentive compensation or bonus amounts awarded by the Company to the Executive and other contingent or deferred compensation awards or grants made by the Company to the Executive, or otherwise made in connection with the Executive’s employment hereunder, shall become fully vested and nonforfeitable upon the same terms Date of Termination; and conditions in effect on (iv) the Company shall pay the Executive an aggregate amount equal to the sum of (A) Executive’s Base Salary and (B) Executive’s Bonus for the twelve month period immediately preceding the Date of Termination, PROVIDED, HOWEVER, that payable in equal installments on the continuation Company’s regular salary payment dates (the “Severance Payments”) during the one-year period commencing on the Date of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRATermination (the “Initial Period”). In addition addition, the Company shall have the option, by delivering written notice to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid Executive in accordance with Section 11 hereof within 90 days after the terms Date of such plan or arrangementTermination, to extend the severance period to the second anniversary of the Date of Termination (the “Extended Period”). Such paymentsDuring the Extended Period, the Company will continue to make Severance Payments at the same annual rate to the Executive. 4. Section 9(d) shall be amended and restated in the aggregate, shall fully discharge the Company's obligations hereunder.its entirety to read and provide as follows:

Disability. If(i) The Term and Executive’s employment hereunder may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of three (3) consecutive months or for an aggregate of six (6) 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 made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for Disability, Executive shall be entitled to receive: (A) the Base Salary through the date of termination; (B) any Annual Bonus earned for the prior year, but unpaid, as of the date of termination for the immediately preceding fiscal year, paid in accordance with Section 4 (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement with the Company); (C) reimbursement, within 60 days following submission by Executive to the Company of appropriate supporting documentation for any un-reimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the date of Executive’s termination; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to the Company within 90 days following the date of Executive’s termination of employment; (D) such Employee Benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company; (E) a result pro rata portion of Employee's incapacity due any Annual Bonus, if any, that Executive would have been entitled to physical or mental illness, Employee 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 termination of employment, payable when such Annual Bonus would have otherwise been absent from his duties hereunder on payable to Executive pursuant to Section 4 had Executive’s employment not terminated; and (F) the right to exercise the vested portion of any Options for a full-time basis for one hundred eighty (180) calendar days in the aggregate in any period of twelve (12) month period, months immediately following the Company may terminate Employee's date of the Executive’s termination of employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number Disability. Following Executive’s termination of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability Disability, except as set forth in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (fSection 8(b), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee Executive shall have such period of time no further rights to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health any compensation or any other benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderAgreement.

Disability. If2.3.1 In the event that the Executive shall become “disabled” (as defined below) while in the employ of the Company and prior to his Normal Retirement Date, he shall become fully vested in his Accrued Benefit, computed at the time of the Executive’s Disability. He shall commence to receive such Accrued Benefit as soon as reasonably practicable following the date he is considered “disabled” as defined below, but in no event later than thirty (30) days following such date. For purposes of the accrual of benefits under this Agreement, time spent on Disability shall not be deemed to be time spent as an employee of the Company. Payments under this Section 2.3 shall be in addition to any payments otherwise payable to the Executive as a result of Employee's incapacity due Disability under any other plans or agreements in effect from time to time. 2.3.2 The Executive shall be considered to be “disabled” or under “Disability” when he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental illness, Employee impairment that can be expected to result in death or can be expected to last for continuous period of not less than 12 months. The Executive shall have been absent be considered to be no longer “disabled” at such time as he returns to work in a position with responsibilities comparable to those inherent in the position in which he was employed on the date he became “disabled.” 2.3.3 If the Executive recovers from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in Disability and returns to the aggregate in any twelve (12) month periodemploy of the Company, upon his subsequent termination of service as an employee of the Company he shall be entitled to such retirement or termination benefits as he has accrued during his employment at the Company before and after his Disability. 2.3.4 In the event there is disagreement as to whether the provisions of this Section 2.3 are applicable, the Company and the Executive (or his personal representative) each shall select a physician. If the physicians are in disagreement, they shall select a third physician. A majority opinion of the three (3) physicians as to Disability shall be binding on all the parties hereto. The parties agree that the Company will, regardless of the outcome of this procedure, reimburse the Executive (or his surviving spouse or Beneficiaries, as the case may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated be) for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due reasonable and necessary fees and costs directly attributable to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderprocedure.

Disability. If, as a result of Employee's incapacity due If the Executive is unable to physical or mental illness, Employee shall have been absent from perform his duties hereunder on under this Agreement because of a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month periodTotal Disability, the Company may terminate Employee's the Executive’s employment hereunderby giving written notice to the Executive. During Such termination shall be effective as of the date of such notice and the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid earned through the date of such termination, to the extent theretofore unpaid, (b) Total Disability benefits as described below, (c) a pro-rated Incentive Bonus Payment equal to the product of (i) the target bonusIncentive Bonus Payment multiplied by (ii) a fraction, prorated for the numerator of which is the number of completed days actually employed in the then current calendar year, until Employee's employment year of termination during which the Executive was employed by the Company and the denominator of which is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable365, and Employee shall have provided that such period of time to exercise the stock options as is provided amount will be paid in the Stock Option Plan normal course and agreements with Employee pursuant thereto. For a period shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, (d) such retirement and other benefits earned and vested (if applicable) by the Executive as of eighteen (18) months following the Date date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled his termination under any employee benefit plan shall also of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (e) the health and dental benefits provided for in Section 5.8. In the event that the Executive incurs a Long-Term Disability, the Executive shall be entitled to an annual disability benefit equal to 75% of his Base Salary, payable in accordance with the Company’s normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by Social Security disability benefits and any other long-term disability benefits the Executive is entitled to under any other Company-sponsored long-term disability plan or arrangement. Such paymentsarrangements and shall cease as of the earliest of the Executive cessation of Long-Term Disability, in the aggregate, shall fully discharge the Company's obligations hereunderdeath or attainment of his Normal Retirement Date.

Disability. If(a) If Employee is “Permanently Disabled” for a continuous period of six (6) months during the Term, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, the Company Employer may terminate Employee's ’s employment hereunderunder this Agreement upon 30 days prior written notice to Employee. During any period that In such event Employer shall pay to Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive (i) his accrued and but unpaid Base Salary and accrued and unpaid target bonus, prorated for (based on the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions annual rate in effect on the Date date of Terminationtermination) through the date of termination, PROVIDED(ii) the Pro-Rated Bonus, HOWEVERand (iii) within 30 days following the date of such termination, the Salary and Bonus Payment. The payment of the Salary and Bonus Payment shall be conditioned upon Employee’s execution of the Release as described in Section 12 of this Agreement. (b) For purposes of this Agreement, the term Permanently Disabled shall have the meaning set forth in the long-term disability policy or plan maintained by Employer for its senior executives then in effect, provided that the continuation definition of health benefits a Permanent Disability applied under such a policy or plan is consistent with the definition of disability or disabled under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder. In the absence of such a policy or plan, disability or disabled shall have the meaning ascribed to such terms under Section 409A of the Code and the regulations and guidance promulgated thereunder. (c) Except as otherwise provided in this Section 7, and in any Benefit Plan or Insurance Plan of Employer, Employer shall have no further obligation to Employee under this Subparagraph Agreement following the date of his disability. Such termination shall reduce and count against have no effect upon Employee's ’s rights under COBRA. In addition the Benefit Plans, the Insurance Plans and other employee policies and practices of Employer applicable to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereundertermination.

Disability. IfUpon termination of employment pursuant to Section 8(a), the Executive will receive any Base Salary accrued and unpaid as of such date as well as any accrued but unused PTO and appropriate expense reimbursements. Such amounts will be paid as soon as practicable after the termination of employment. With respect to Incentive Compensation, notwithstanding any eligibility requirement that the Executive must be employed by the Company as of the date on which the Incentive Compensation is paid (A) for any unpaid Incentive Compensation relating to the fiscal year prior to the fiscal year in which the Executive’s employment is terminated (the “Termination Year”), in accordance with Section 4(b), the Executive will receive any accrued and unpaid Incentive Compensation for which he is eligible for such prior fiscal year (which amount shall be equal to the actual Incentive Compensation achieved for such fiscal year), with such amount to be paid in a result lump sum as soon as practicable after the termination of Employee's incapacity due employment, but not later than 30 days following the date of the Executive’s termination of employment and (B) with respect to physical or mental illnessIncentive Compensation for the Termination Year, Employee shall have been absent the Executive will be eligible to receive Incentive Compensation calculated as follows: (X) the Pro Rata Ratio (as defined below) times (Y) the sum of (i) for the portion of the Incentive Compensation that would be calculated based on the Company’s achievement of operating metrics (such as, without limitation, revenue and EBITDA targets), an amount for such portion of the Executive’s Incentive Compensation derived from his duties hereunder the Company’s achievement of operating metrics calculated based on the actual operating performance of the Company during the full calendar months in which the Executive remained employed extrapolated on a full-time linear basis for one hundred eighty the full fiscal year (180assuming, however, for these purposes, 100% achievement of any operating metrics relating to the performance of the Company’s common stock price), plus (ii) calendar days for the portion of the Incentive Compensation that would be calculated based on the Executive’s achievement of personal objectives, an amount for such portion of the Executive’s Incentive Compensation calculated based on the assumed achievement by the Executive of 100% of the Executive’s personal objectives, with such Incentive Compensation being paid in a lump sum at the aggregate in any twelve time that the Incentive Compensation is payable to other executives (12it being understood that if the Executive’s target Incentive Compensation has not been determined for the Termination Year, the target Incentive Compensation used to calculate the amount payable to the Executive pursuant to this Section 9(a) month periodwill be equal to the Executive’s target Incentive Compensation for the fiscal year immediately prior to the Termination Year). In addition, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject will also pay to the Employee's continued copayment Executive an amount equal to 12 months of premium amountsthe Executive’s monthly Base Salary, the Employee, Employee's spouse and dependents which shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition be paid to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid Executive in accordance with the Company’s normal payroll practices in equal installments over the 12-month period following the Executive’s last day of employment but not later than 60 days following the date of Executive’s last day of employment with the Company. The Executive’s Company equity grants (including without limitation stock options, stock units and stock awards) that are outstanding immediately prior to the Executive’s termination of employment shall be treated in accordance with the applicable grant agreement and the Company’s 2010 Omnibus Incentive Compensation Plan (or a successor plan), subject to the terms of such plan or arrangementthis Agreement. Such paymentsThe Company shall have no further obligations under this Agreement to the Executive. As used herein, the “Pro Rata Ratio” shall mean the number of full calendar months in which the aggregate, shall fully discharge Executive was employed during the Company's obligations hereunderTermination Year divided by 12.

Disability. If(a) During the Term of Employment, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse terms and dependents shall continue to participate conditions on eligibility and participation as set forth in the Company's health insurance plan upon ’s Long-Term Disability Plan documents, the same terms Executive shall be entitled to disability coverage as described in this Section 8(a). In the event the Executive becomes disabled, as that term is defined under the Company’s Long-Term Disability Plan, the Executive shall be entitled to receive benefits pursuant to the Company’s Long-Term Disability Plan in place of Executive’s Base Salary and conditions any other employee benefits other than for disabled employees in an amount pursuant to the Company’s Long-Term Disability Plan in effect at the commencement date of the disability (“Commencement Date”) for a period beginning on the Commencement Date and ending with the Executive’s attainment of Termination, PROVIDED, HOWEVER, that age 65. If (i) the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition Executive ceases to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid disabled (as determined in accordance with the terms of the Long-Term Disability Plan) during the Term of Employment, (ii) Executive’s position or another senior executive position is then vacant and (iii) the Company requests in writing that Executive resume such position, Executive may elect to resume such position by written notice to the Company within 15 days after the Company delivers its request. If Executive resumes such position, Executive shall thereafter be entitled to Executive’s Base Salary at the annual rate in effect at the Commencement Date and, for the year Executive resumes Executive’s position, a pro rata annual incentive award and to participate in any other employee benefit programs outlined in Section 6 and 7 of this Agreement that are then in effect. If Executive ceases to be disabled and does not resume Executive’s position in accordance with the preceding sentence, Executive shall be treated as if Executive voluntarily terminated Executive’s employment pursuant to Section 10(e) as of the date the Executive ceases to be disabled. If the Executive is not offered Executive’s position or another executive position after Executive ceases to be disabled during the Term of Employment, Executive shall be treated as if Executive’s employment was terminated without Cause pursuant to Section 10(c) as of the date the Executive ceases to be disabled. (b) Subject to the applicable plan documents, during the period the Executive is receiving disability benefits pursuant to Section 8(a) above, Executive shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which Executive was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or arrangement. Such payments, in any new stock incentive awards following the aggregate, shall fully discharge the Company's obligations hereunderCommencement Date.

Disability. If, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, the The Company may terminate Employee's employment hereunder. During any period that Employee fails the Employment Term if ---------- Executive is unable substantially to perform his duties and responsibilities hereunder as a result to the full extent required by the Board by reason of incapacity due to physical or mental illness, Employee injury or incapacity for six consecutive months, or for more than nine months in the aggregate during any period of 12 calendar months (a "Disability"); provided, however, that the Company shall continue to receive pay Executive his accrued and unpaid Base Salary until the Company acts to terminate the Employment Term and accrued Executive shall be entitled to all Restricted Stock and unpaid target bonusOptions that are vested as of the date of such termination. In addition, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due event Executive executes a written release in connection with such termination (such release to disability be effective only if the Company executes such release) substantially in accordance with this Subparagraph the form attached hereto as Annex I (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (fthe "Release"), if earlier. All unvested stock options and stock-based grants Executive shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period be entitled to receive (i) upon the achievement of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon performance targets for such year, a pro rata portion of the same terms and conditions incentive compensation Executive would have received under the plans described in effect on Section 1.7(b) for the Date of Terminationyear in which such termination occurred, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph which amounts shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid payable in accordance with the terms of such plan or arrangement. Such paymentsthe applicable plan, in the aggregate(ii) all deferred incentive compensation earned by Executive with respect to prior years, which amounts shall fully discharge be payable at the Company's obligations hereunderoption either in a lump sum within 30 days of termination or in accordance with the terms of the applicable plan, (iii) all amounts (including accrued vacation pay but excluding severance compensation) to which Executive is then entitled upon termination of employment under applicable plans and programs of the Company then in effect, and (iv) all other amounts then due and payable to Executive pursuant to the terms of this Agreement with respect to services rendered prior to termination of employment. In addition, if Executive executes the Release, all unvested shares of Restricted Stock and Tranche A of the Option shall automatically become 100% vested upon termination of the Employment Term pursuant to this Section 5.1. The Company shall have no further liability or obligation to Executive for compensation under this Agreement. In the event of any dispute under this Section 5.1 and to the extent determined by the Board to be job-related and consistent with business necessity, Executive shall submit to a physical examination by a licensed physician selected by the Board and approved by Executive, such approval not to be unreasonably withheld.

Disability. If(i) The Board or Executive may terminate Executive’s employment after having determined Executive has a Disability. For purposes of this Agreement, as “Disability” means a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from infirmity that impairs Executive’s ability to substantially perform his duties hereunder on under this Agreement and results in Executive becoming eligible for long-term disability benefits under any long-term disability plans of the Company (or, if no such plans exist, that impairs Executive’s ability to substantially perform his duties under this Agreement for a full-time basis for period of one hundred eighty (180) calendar days consecutive days). The Board will determine whether or not Executive is and continues to be permanently disabled for purposes of this Agreement in good faith, based upon competent medical advice and other factors that the Board reasonably believes to be relevant. As a condition to any benefits, the Board may require Executive to submit to physical or mental evaluations and tests as the Board or its medical experts deem reasonably appropriate. (ii) In the event of his Disability, Executive will no longer be obligated to perform services under this Agreement. The Company will pay Executive, as Disability pay, an amount equal to one hundred percent (100%) of Executive’s rate of base salary in effect as of the date of his termination of employment due to Disability. The Company will make Disability payments on a monthly basis commencing on the first day of the month following the effective date of Executive’s termination of employment due to Disability and ending on the earlier of: (A) the date he returns to full-time employment at the Company in the aggregate same capacity as he was employed prior to his termination for Disability; (B) his death; or (C) the last date of the Term of this Agreement had Executive’s employment not terminated by reason of Disability; provided, however, in any the event of subparagraph (C), such Disability payments shall not be made for a period of less than twelve (12) month periodmonths. The Company will reduce Disability payments by the amount of any short- or long-term disability benefits payable to Executive under any other disability programs sponsored by the Company. In addition, during any period of Disability payments from the Company during Executive’s Disability, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall will continue to receive provide Executive and his accrued and unpaid Base Salary and accrued and unpaid target bonusdependents, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's greatest extent possible, with continued copayment of premium amountscoverage under all benefit plans (including, the Employeewithout limitation, Employee's spouse retirement plans and medical, dental and life insurance plans) in which Executive and/or his dependents shall continue participated prior to participate in the Company's health insurance plan upon his Disability on the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge as if he had remained actively employed by the Company's obligations hereunder.

Disability. IfThe Company shall at all times have the right, upon written notice to the Executive, to terminate the Term of Employment, if the Executive shall as a the result of Employeemental or physical incapacity, illness or disability, become unable to perform the Executive's incapacity due to physical or mental illness, Employee obligations hereunder for a total of 180 days in any 12-month period. The Company shall have been absent from his duties hereunder on sole discretion based upon advice of a full-time basis licensed medical doctor to determine whether the Executive continues to be disabled provided that if the Executive does not submit to examination by a licensed medical doctor for one hundred eighty such purpose (180if requested by the Company) calendar days in the aggregate in any twelve (12) month period, then the Company may terminate Employeethe Executive's employment hereunderif the Executive shall become entitled to benefits under the Company's disability plan as then in effect. During Upon any period that Employee fails termination pursuant to perform his duties hereunder as a result of incapacity due this Section 5.2, the Company shall (i) pay to physical or mental illness, Employee shall continue to receive his accrued and the Executive any unpaid Base Salary and through the effective date of termination specified in such notice, (ii) pay to the Executive the Executive's accrued and but unpaid target bonusIncentive Compensation, prorated if any, for any Bonus Period ending on or before the number date of days actually employed in termination of the then current calendar year, until EmployeeExecutive's employment with the Company, (iii) continue to pay the Executive through the later of (x) the date which is terminated due to disability in accordance with this Subparagraph three (c3) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) months after the termination but no later than the Expiration Date), or (fy) three (3) months from the date of termination (the "Continuation Period"), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject an amount equal to the EmployeeBase Salary the Executive was receiving at the time of the Executive's continued copayment of premium amountsDisability, the Employee, Employee's spouse and dependents shall continue such amount to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance the manner and at such times as the Base Salary otherwise would have been payable to the Executive, and (iv) continue to pay the Executive Incentive Compensation and continue to provide the Executive with the benefits the Executive was receiving under Section 4.2 hereof (the "Benefits") through the Continuation Period (to the extent permitted under the terms of such plan applicable insurance and other benefit programs of the Company then in affect and covering the Executive, and provided further that the Company shall not take any affirmative action from the time of giving notice of termination to the Executive through the end of the Continuation Period which would cause the relevant insurance and other benefits available to the Executive to be reduced or arrangement. Such paymentseliminated) following the termination of the Executive's employment with the Company, in the aggregatemanner and at such times as the compensation or Benefits otherwise would have been payable or provided to the Executive, provided that the amounts payable to the Executive pursuant to the foregoing clauses (i) through (iv) shall fully discharge be reduced by the Company's obligations hereunderamount actually paid to the Executive pursuant to the disability insurance referred to in Section 4.2 hereof. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Section 4.1).

Disability. If(a) If Executive becomes “Disabled” (as defined below) during the Term, as a result Executive shall receive 60% of Employee's incapacity due to physical or mental illnesshis Base Salary, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in at the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions annual rate in effect on the commencement date of his eligibility for CRM’s long-term disability benefits (“Commencement Date”) for a period beginning on the Commencement Date and ending with the earlier to occur of Termination(A) Executive’s attainment of age 65, PROVIDEDor (B) Executive’s commencement of retirement benefits from CRM. If Executive ceases to be Disabled 180 days thereafter, HOWEVERhe may elect to resume such position by written notice to CRM within 15 days after CRM delivers its request. If he resumes such position, that the continuation of health benefits under this Subparagraph he shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may thereafter be entitled under any employee benefit plan shall also to his Base Salary at the annual rate in effect for the year he resumes his position and a Pro Rata Annual Incentive (as defined). If he ceases to be paid disabled 180 days thereafter and does not offer to resume his position in accordance with the terms preceding sentence, he shall be treated as if he voluntarily terminated his employment as of the date Executive ceases to be disabled. If Executive is not offered his position by CRM after he ceases to be Disabled during the Term, he shall be treated as if his employment was terminated without Cause as of the date Executive ceases to be Disabled. (b) Executive shall be entitled to a Pro Rata Annual Incentive assuming Target performance for the year in which the termination occurs, such bonuses payable in a lump sum not later than 15 days after the Commencement Date. Executive shall not be entitled to any annual incentive award with respect to the period following the termination. If Executive recommences his position in accordance with Section 8(a), he shall be entitled to a Pro Rata Annual Incentive assuming Target performance for the year he resumes such position. (c) During the period Executive is Disabled, he shall be treated as an employee for purposes of all employee benefits, plans and programs in which he was participating on the Commencement Date, except for any annual salary increases or any new long-term incentive plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereundergrants during any Disability period.

Disability. If, as a result of Employee's incapacity due (a) If Executive shall become physically or mentally disabled during the Term to physical or mental illness, Employee shall have been absent from the extent that his ability to perform his duties and services hereunder on is materially and adversely impaired (any such incapacity, a full-time basis for one hundred eighty “Disability”), his Base Salary, bonus and other compensation provided herein shall continue while he remains employed by the Company; provided, that if such Disability (180) calendar days as determined in the aggregate Company's reasonable judgment, exercised in any twelve good faith) continues for at least three (123) month periodconsecutive months, the Company may terminate EmployeeExecutive's employment hereunder, in which case the Company within 10 business days shall pay Executive a cash payment equal to (i) his annual Base Salary as provided in Section 5(a) hereof to the extent earned but unpaid as of the date of termination (“Unpaid Salary”), (ii) the bonus payable pursuant to Section 5(b) for the fiscal year of the Company ending prior to the date of termination (to the extent earned based on performance under the goals and objectives of the applicable plan but not previously paid) (“Unpaid Bonus”) and (iii) Executive's then accrued but unused vacation (“Unpaid Vacation”) (the Unpaid Salary, Unpaid Bonus and Unpaid Vacation referred to sometimes together as the “Accrued Amounts”). During any period that Employee fails to perform his duties hereunder as Additionally, in the event of a result termination of incapacity employment due to physical or mental illnessDisability, Employee the Company shall continue pay to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated Executive a pro-rata portion of the Target Bonus for the number year in which the termination for Disability occurred, payable at the same time when the bonus payment for the year of days actually employed in the then current calendar year, until Employee's employment is terminated due termination otherwise would have been paid pursuant to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (fSection 5(b), if earlier. All unvested options, restricted stock options and stock-based grants and/or other awards held by Executive on the date of termination for Disability shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period only through the date of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject termination according to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse normal vesting schedule applicable to such options or restricted stock and dependents Executive shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid treated in accordance with the terms applicable award agreements. (b) No payments or vesting under this Section 7 will be made if such Disability arose primarily from (a) chronic use of such plan intoxicants, drugs or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereundernarcotics (other than drugs prescribed to Executive by a physician and used by Executive for their intended purpose for which they had been prescribed) or (b) intentionally self-inflicted injury or intentionally self-induced illness.

Disability. If, as a result In the event of Employee's incapacity due to any physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis disability during the Term of Employment which renders the Executive incapable of performing the services required of him for one hundred eighty (180) calendar days in the aggregate in any twelve (12) period or periods aggregating six months during any twelve- month period, the Company may shall have the right, upon written notice to the Executive, to terminate Employee's the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). During Upon such termination, the Company shall have no further obligations hereunder, except to (i) pay the Executive his Base Salary to the effective date of such termination, to the extent not already paid, with each such payment hereby designated a separate payment, (ii) pay the Executive for any Annual Bonus (which amount shall be paid during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet) and/or Long Term Bonus earned by Executive for a completed fiscal year (or, in the case of the Long Term Bonus, a completed performance period) prior to the effective date of such termination but which remains unpaid as of the date of termination, (iii) pay the Executive the pro-rata portion of the Annual Bonus he would have been entitled to receive had he remained in employment through the end of the fiscal year during which such termination occurred, based on the portion of the fiscal year that Employee fails has elapsed prior to perform his duties hereunder as a result such termination (which amount shall be paid during the period commencing on the 15th of incapacity due April and ending on the 31st of May following the end of the applicable fiscal year of Signet), and (iv) provide the Executive any other benefits to which the Executive is entitled. For purposes of this Section 4(a), the Executive’s physical or mental illness, Employee disability shall be determined in accordance with any disability plan of or applicable to the Company that is then in effect. The Executive shall continue to receive his accrued have the obligations provided for in Sections 6 and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder7 hereof.

Disability. If, as a result of Employee's incapacity due In the event Executive shall be unable to physical render the services or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder by reason of illness, injury or incapacity (whether physical, mental, emotional or psychological) (any of the foregoing shall be referred to herein as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated "Disability") for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen ninety (1890) months following consecutive business days and a physician selected by the Date of Termination Company or its insurers, and subject acceptable to the EmployeeExecutive or Executive's continued copayment of premium amountslegal representative, has determined that such Disability is likely to continue beyond 180 business days, the EmployeeCompany shall have the right to terminate this Agreement by giving Executive written notice which shall be effective on the 30th day after receipt of such notice by Executive (the "Disability Effective Date"), Employeeunless Executive returns to full-time performance of Executive's spouse duties before the Disability Effective Date. If Executive's Employment hereunder is so terminated, Executive shall be paid, in addition to payments under any disability insurance policy in effect, Executive's unpaid Base Salary, through the end of the month in which the termination occurs and dependents any unreimbursed expenses. Thereafter, the Company shall continue have no further obligation to participate Executive. It is the intent of the parties that in the event of the Executive's Disability that Executive be eligible for payments under the Company's health disability insurance plan upon policies in effect, including applicable long-term disability insurance policies. The Company does not currently have any disability insurance policies but intends to enter into such policies subsequent to the same terms and conditions in effect on date hereof. If the Date provisions of Termination, PROVIDED, HOWEVER, that the continuation of health this Section 5.2 would prohibit Executive from receiving benefits under any such policies, the provisions of this Subparagraph section 5.2 shall reduce and count against Employee's rights under COBRA. In addition be deemed to be amended to the foregoing, any payments extent required for Executive to which Employee may be entitled eligible for and receive all benefits under any employee benefit plan shall also be paid in accordance with such policies, including, without limitation, to modify the terms definition of Disability, and the Parties agree to enter into such plan or arrangement. Such payments, in further agreements as necessary to give effect to the aggregate, shall fully discharge the Company's obligations hereunderprovisions of this Section 5.2.

Disability. If, as a result of Employee's incapacity due The Executive’s employment pursuant to physical this Agreement may be terminated by written notice to the Executive by the Company or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days to the Company by the Executive in the aggregate in any twelve event that (12i) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails Executive becomes unable to perform his duties hereunder as a result set forth in Section 3 by reason of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated illness or accident for any six (6) consecutive month period or (ii) the Company receives written opinions from both a physician for the number of days actually employed in Company and a physician for the then current calendar year, until Employee's Executive that the Executive will be so disabled. In the event the Executive’s employment is terminated due pursuant to disability this Section 10(c), the Executive shall be entitled to receive (A) the Accrued Obligations, (B) to the extent applicable, an amount equal to the Pro Rata Bonus, and (C) any other Disability benefits arrangements available to senior executive officers of the Company generally, as in effect on the Date of Termination (as defined in Section 10(h) hereof). All of the payments required to be paid pursuant to this Section 10(c) shall be paid to the Executive no later than ten (10) days following the Date of Termination; provided, however, that any Pro Rata Bonus shall be paid to the Executive no later than five (5) days following the determination of the amount of such payments, if any, and provided, further, that any benefits payable pursuant to Subsection (C) shall be payable in accordance with the Company’s normal practices, as are in effect at that time. Additionally, in the event the Executive’s employment is terminated pursuant to this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (fSection 10(c), if earlier. All all of the Executive’s options to purchase shares of capital stock of the Company which are unvested stock options and stock-based grants as of the Date of Termination but otherwise scheduled to vest on the first vesting date scheduled to occur following the Date of Termination, shall immediately vest and become exercisable on the Date of Termination and all remaining unvested options shall terminate as of the Date of Termination. In the event the Executive’s employment is terminated pursuant to this Section 10(c), all of the Executive’s options to purchase capital stock of the Company which are vested as of the Date of Termination or nonforfeitable, and Employee shall have such period become vested pursuant to the immediately preceding sentence may be exercised by the Executive within the earlier of time to exercise (i) the stock tenth anniversary of the date the options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen were granted or (18ii) months one (1) year following the Date of Termination and subject shall then terminate, and the Executive (or the Executive’s spouse or heirs) shall be permitted to exercise such options on a net basis (e.g., by satisfying the Employee's continued copayment exercise price and withholding tax obligations having withheld a number of premium amounts, the Employee, Employee's spouse and dependents shall continue option shares that have a fair market value equal to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderobligations).

Disability. If, as a result In the event the Company elects to terminate Executive's employment during the Employment Period on account of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month periodDisability, the Company may terminate Employee's employment hereunder. During any period that Employee fails shall, in addition to perform his duties hereunder as paying the amounts set forth in Section 7(c)(i) and subject to Executive first entering into a result separation agreement, including a general release of incapacity due all claims, in a form reasonably acceptable to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph Company (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f"Separation Agreement"), if earlierpay to Executive, in one lump sum, no later than the later of the effective date of said Separation Agreement or 31 days following the Date of Termination, an amount equal to two times Covered Average Compensation. All unvested stock options and stock-based grants The Company shall immediately vest and become exercisable or nonforfeitablealso, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following commencing upon the Date of Termination and subject to Executive entering into a Separation Agreement: (A) Continue, without cost to Executive, benefits comparable to the Employee's continued copayment medical benefits provided to Executive immediately prior to the Date of premium amountsTermination under Section 3(c) for a period of 24 months following the Date of Termination or until such earlier date as Executive obtains comparable benefits through other employment; (B) Subject to Section 12(b), the Employee, Employee's spouse and dependents shall continue to participate in pay, or reimburse Executive, for all premiums then due or thereafter payable on the whole-life portion of the split-dollar insurance policy referenced under Section 3(d) for so long as such payments are due; provided, that the Company's health obligations under this Section 7(c)(iii)(B) are contingent on Executive's timely payment of the premiums then due or thereafter payable on the term portion of said split-dollar insurance plan upon policy; and (C) Take whatever action is necessary to cause Executive to become vested as of the Date of Termination in all stock options, restricted stock grants, and all other equity-based awards and be entitled to exercise and continue to exercise all stock options and all other equity-based awards having an exercise schedule and to retain such grants and awards to the same extent as if they were vested upon termination of employment in accordance with their terms. (D) If Executive obtains a disability policy on commercially reasonable terms with the same or similar coverage as provided by the Company in the Base Disability Policy and conditions in effect on the Supplemental Policy prior to the Date of Termination then, until that date that is 24 months following the Date of Termination (or, if earlier, until Executive obtains comparable benefits through other employment), reimburse Executive for an amount equal to the difference between (i) the monthly premiums for such disability policy, less (ii) such amount as may be paid, prior to the Date of Termination, PROVIDED, HOWEVER, that by Executive in respect of a portion of the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition premiums on the Base Disability Policy provided by Company prior to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms Date of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderTermination.

Disability. IfIn the event of the permanent disability (as hereinafter defined) of Executive during the Employment Period, as a result of Employee's incapacity due to physical or mental illness, Employee IDG Books shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month periodright, the Company may upon written notice to Executive, to terminate EmployeeExecutive's employment hereunder, effective upon the 30th calendar day following the giving of such notice (or such later day as shall be specified in such notice). During Upon the effectiveness of such termination, (i) IDG Books shall have no further obligations hereunder, except to pay and provide, subject to applicable withholding, (A) all amounts of Base Salary accrued, but unpaid, at the effective date of termination, less any amounts payable under the IDG Book's short-term and long-term disability policies for any period that Employee fails prior to perform his duties hereunder as a result of incapacity due to physical termination, (B) Executive's maximum or mental illness"stretch" target bonus set forth in Exhibit A attached hereto, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus(C) all reasonable unreimbursed business-related expenses, prorated for the number of days actually employed in the then current calendar year, until Employee(ii) Executive's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants Option shall immediately vest and become exercisable or nonforfeitable, to the extent of twelve additional months of vesting and Employee shall remain exercisable for twelve months following termination of employment and (iii) Executive shall have such period no further obligations hereunder other than those provided for in Sections 9 and 10 hereof. All amounts payable to Executive pursuant to this Section 6(a) shall be payable within 30 days following the effectiveness of time to exercise the stock options as is provided termination of Executive's employment. For purposes of this Agreement, "PERMANENT DISABILITY" shall be determined in the Stock Option Plan and agreements with Employee pursuant thereto. For a period same manner as such term is determined under IDG Book's long-term disability insurance policy by the policy provider; provided that termination shall occur only if Executive is incapable in any material respect of eighteen (18) months following performing the Date services required of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.him in

Disability. If(a) In the event that, as a result of Employee's incapacity due to physical while employed under this Agreement or mental illnessany successor agreement, Employee shall have been absent is prevented from performing his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month periodby reason of serious illness or disability, the Company may Corporation may, on sixty (60) days’ prior written notice to Employee, terminate Employee's ’s employment. Upon the termination of Employee’s employment hereunder. During any period that Employee fails pursuant to perform his duties hereunder as a result of incapacity due this Paragraph 7(a), the Corporation shall, subject to physical or mental illness, Employee shall continue to receive his accrued Paragraphs 7(b) and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or below, continue to pay Employee’s Basic Compensation at the rate in effect at the time of such termination until Employee terminates his employment in accordance with Subparagraph the later of (e)(iiA) the expiration of the Employment Term or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18B) months one year following the Date date of Termination and such termination. Employee shall, subject to the Employee's continued copayment of premium amountsParagraph 7(b) below, the Employee, Employee's spouse and dependents shall continue to participate in all Employee Welfare Benefit Plans maintained by the Company's health insurance plan upon Corporation during the same terms and conditions in effect on remainder of the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee Employment Term or until such later date as may be entitled expressly provided under any employee benefit plan shall also be paid in accordance with the terms of any such plan or arrangement. Such paymentsplan. (b) Employee may, in his sole discretion, after the aggregatedate he ceases to be employed by the Corporation pursuant to Paragraph 7(a) above, engage in regular employment (whether as the employee of another or as a self-employed person). Any income received from such employment, including self-employment, shall fully discharge reduce, on a dollar-for-dollar basis (but not below zero), the Company's obligations hereunderCorporation’s obligation to pay Employee’s Basic Compensation under Paragraph 7(a) above. Any employee benefits received by Employee in consideration of such employment shall relieve the Corporation of its obligation to provide comparable benefits hereunder to the extent of the benefits so received; provided, however, that Employee’s retirement benefits, if any, pursuant to Paragraph 3(a) above shall not be reduced on account of any such income or benefits resulting from such employment. (c) If Employee becomes entitled to and receives disability benefits under any disability payment plan, including disability insurance, the amount of Employee’s Basic Compensation otherwise payable by the Corporation to Employee pursuant to Paragraph 7(a) above shall be reduced, on a dollar-for-dollar basis (but not below zero), by the amount of any such disability benefits received by him, but only to the extent such benefits are attributable to premium payments made by the Corporation. C. DEATH

Disability. If, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder If as a result of incapacity due to physical or mental illnessillness or injury, Employee Executive shall continue have been absent from Executive’s duties hereunder for six (6) consecutive months, then thirty (30) days after receiving written notice (which notice may occur before or after the end of such six (6) month period, but which shall not be effective earlier than the last day of such six (6) month period), the Company may terminate Executive’s employment hereunder provided Executive is unable to substantially perform his duties hereunder at the conclusion of such notice period (a “Disability”), as determined by a physician mutually selected by the parties hereto. In the event the Executive’s employment is terminated as a result of Disability, Executive shall receive his accrued and unpaid from the Company, in a lump-sum payment due within ten (10) days of the effective date of termination, an amount equal to the sum of the Base Salary and accrued and unpaid target bonus, prorated for if any, that would have been paid to Executive through the number end of days actually employed in the then current calendar yearremaining Term if the Executive was not disabled or for six months, until Employee's whichever is less (assuming that Executive would have received no further increases in his Base Salary after his termination of employment and assuming achievement of all performance factors applicable to Executive’s participation in any Bonus Plan). The Executive shall also be entitled to the Accrued Amounts. Additionally, if Executive is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f)a Disability, if earlier. All any unvested stock options and stock-based grants equity compensation granted to Executive under the Plan shall immediately vest and become exercisable any vested options may be exercised on or nonforfeitable, and Employee shall have such period of time to exercise before the stock options as is provided in earlier of: (i) the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen option’s expiration date or (18ii) twelve months following after the Date of Termination and subject Executive’s termination due to the Employee's continued copayment of premium amountsDisability. Any option that remains unexercised after this period shall be forfeited. Other than the benefits described above, the Employee, Employee's spouse and dependents no further compensation or benefits shall continue to participate in the Company's health insurance plan be due or owing upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition Executive’s termination due to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereundera Disability.

Disability. IfThe Company shall at all times have the right, upon written notice to the Executive, to terminate the Executive's employment hereunder, if the Executive shall become entitled to benefits under the Company's Long Term Disability Plan as a result of Employee's incapacity due to physical or mental illness, Employee then in effect. The Company shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in sole discretion based upon competent medical advice to determine whether the aggregate in Executive continues to be disabled under the Company's Long Term Disability Plan. Upon any twelve (12) month periodtermination pursuant to this Section 5.2, the Company may terminate Employeeshall: (a) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (b) pay to the Executive his accrued and declared but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of termination of the Executive's employment with the Company, and (c) pay to the Executive (within forty-five (45) days after the end of the Bonus Period in which such termination occurs) a pro rata portion (based upon the period ending on the date of termination of the Executive's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result ) of incapacity due to physical or mental illnessthe Incentive Compensation, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonusif any, prorated for the number of days actually employed Bonus Period in which such termination occurs, as calculated pursuant to the Incentive Compensation Plan; provided that the goals under the Incentive Compensation Plan for each period used in the then current calendar yearcalculation of the Executive's Incentive Compensation, until Employee's employment is terminated due to disability shall be based on: (i) the portion of the Bonus Period through the end of the Bonus Period in which such termination occurs and (ii) unaudited financial information prepared in accordance with this Subparagraph generally accepted accounting principles, applied consistently with prior periods. The Company shall have no further liability hereunder other than for: (cx) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f)reimbursement for reasonable business expenses incurred prior to the date of termination, if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitablesubject, however to the provisions of Section 4.1, and Employee shall (y) payment of compensation for unused vacation days that have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid accumulated in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderwritten vacation policy then in effect.

Disability. IfThe Company may terminate the employment of Executive hereunder due to the Disability (as defined in Section 6.4) of Executive. Upon termination of employment, all obligations of the Company and Executive under Sections 1 through 3 will immediately cease except for obligations which expressly continue after termination of employment due to Disability, and the Company will pay Executive, and Executive will be entitled to receive, the following: (i) Executive’s Compensation and Benefits Accrued at Termination, which shall be paid within fifteen (15) days after termination; (ii) In lieu of any cash bonus payment under Section 3.2 for the year in which Executive becomes disabled, a Partial Year Bonus (as defined in Section 6.6), which shall be paid within 2 1/2 months after the end of the fiscal year in which termination occurred; (iii) All stock options, restricted stock, RSUs and other equity awards held by Executive at termination that would have become vested and exercisable or free from repurchase restrictions, as a result of Employee's incapacity due to physical or mental illnessapplicable, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in during the aggregate in any twelve (12) month periodmonths commencing on the date of termination if Executive had remained employed during such period shall become vested and exercisable or free from repurchase restrictions, as applicable, as of the Company may terminate Employee's employment hereunder. During any period that Employee fails date of termination; (iv) All other terms of such equity awards shall be governed by the plans and programs and the agreements and other documents pursuant to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee which such equity awards were granted; and (v) Disability benefits shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability be payable in accordance with this Subparagraph the Company’s plans, programs and policies; (cvi) All other rights under any other compensatory or until Employee terminates benefit plan shall be governed by such plan. In addition, at the Company’s expense, Executive and his employment in accordance with Subparagraph spouse and dependent children shall be entitled to continuation of health insurance coverage (e)(iii.e., medical, dental and vision) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For under any applicable law for a period of eighteen (18) months following after termination; and (vii) The Company shall maintain for the Date Executive for a period of Termination and subject to the Employee's continued copayment of premium amountseighteen (18) months after termination, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect pay premiums on the Date of Terminationlong-term disability insurance policy (if required in order for the Executive to receive benefits thereunder), PROVIDED, HOWEVER, that and pay premiums on the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid life insurance policy described in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderSection 3.4.

Disability. IfIf the Company determines in good faith that the Employee has a "disability" (as defined below), as a result it may give the Employee written notice of its intention to terminate the Employee's incapacity due employment. In such event, the Employee's employment with the Company shall terminate effective on the 30th day after receipt by the Employee of such notice. No such notice of termination by reason of disability shall be given until the Employee has experienced a period of two consecutive months of disability and the disability is continuing. The notice of termination shall not be effective if the Employee returns to full-time performance of his duties prior to the expiration of the 30-day notice period. For purposes of this Agreement, "disability" shall mean a physical or mental illnesscondition which, two months after its commencement, is determined to be total and permanent by a physician selected by the Company. The Employee shall have been absent from his duties hereunder on a fullbe entitled to all compensation and benefits provided for under this Agreement during the two-time basis month waiting period for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month disability determination and during the 30-day notice of termination period, . In the event that the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated provides long-term disability benefits for the number Employee, such benefits shall not commence until after the employment of days actually employed in the then current calendar year, until Employee has been terminated and the Company has ceased paying the Employee compensation pursuant to the foregoing sentence. If the Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period by reason of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment disability, this Agreement shall terminate without further obligations to the Employee or the Employee's legal representatives under this Agreement, other than those obligations accrued, earned or vested by the Employee as of premium amountsthe date of the termination. In addition, the Employee, Employee and the Employee's spouse and dependents family shall continue be entitled to participate receive benefits, including without limitation disability benefits, at least equal to the most favorable benefits provided by the Company to other contract employees of the Company based on the terms of the benefit plans referenced in the Company's health insurance plan upon the same terms and conditions Section 3(c) of this Agreement as in effect on the Date of Termination, PROVIDED, HOWEVER, that date the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderdisability commenced.

Disability. If(a) During the Term of Employment, the Executive shall be entitled to disability coverage as described in this Section 7(a). In the event the Executive becomes disabled, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a fullthat term is defined under the Company’s Long-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month periodTerm Disability Plan, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee Executive shall continue be entitled to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for pursuant to the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) Company’s Long-Term Disability Plan or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitableotherwise, and Employee shall have such period in place of time his Base Salary, an amount equal to exercise 60% (or at the stock options as is provided in rate then applicable) of his Base Salary, at the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions annual rate in effect on the commencement date of his eligibility for the Company’s long-term disability benefits (“Commencement Date”) for a period beginning on the Commencement Date and ending with the Executive’s attainment of Termination, PROVIDED, HOWEVER, that age 65. If (i) the continuation Executive ceases to be disabled during the Term of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (ii) the positions set forth in Section 2(a) are then vacant and (iii) the Company requests in writing that he resume such positions, he may elect to resume such positions by written notice to the Company within 15 days after the Company delivers its request. If he resumes such positions, he shall thereafter be entitled to his Base Salary at the annual rate in effect on the Commencement Date and, for the year he resumes his positions, a pro rata Annual Incentive Award at 75% of Base Salary for such year. If he ceases to be disabled during the Term of Employment and does not resume his positions in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to Section 9(e) as of the date the Executive ceases to be disabled. If the Executive is not offered such positions after he ceases to be disabled during the Term of Employment, he shall be treated as if his employment was terminated Without Cause pursuant to Section 9(c) as of the date the Executive ceases to be disabled. (b) The Executive shall be entitled to a pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Commencement Date occurs, payable in accordance with the terms of the annual incentive compensation plan and at the time set forth in Section 4 hereof. The Executive shall not be entitled to any Annual Incentive Award with respect to the period following the Commencement Date. If the Executive recommences his positions in accordance with Section 7(a), he shall be entitled to a pro rata Annual Incentive Award at 75% of Base Salary for the year he resumes such positions and shall thereafter be entitled to Annual Incentive Awards in accordance with Section 4 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 7(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Section 5 and 6 above, except that the Executive shall not be entitled to receive any annual salary increases or arrangement. Such payments, in any new long-term incentive plan grants or elect to defer compensation following the aggregate, shall fully discharge the Company's obligations hereunderCommencement Date.

Disability. If, If as a result of Employeethe Executive's incapacity due to physical or mental illnessillness ("Disability"), Employee the Executive shall have been absent from his duties hereunder on a full-full time basis for one hundred eighty (180) calendar twelve consecutive months, and within 30 days after the Company notifies the Executive in writing that it intends to replace him, the aggregate in any twelve (12) month periodExecutive shall not have returned to the performance of his duties hereunder on a full time basis, the Company may replace the Executive without breaching this Agreement. Such disability will not act to terminate Employeethe Executive's employment hereunderunder this Agreement, unless the Company provides notice to replace the Executive as provided herein. During If disabled within the meaning of this paragraph, the Company shall maintain in full force and effect, for the continued benefit of the Executive for the Term, including any period extension thereof, all employee benefit plans and programs in which the Executive was entitled to participate immediately prior to the replacement date provided that Employee fails to perform his duties hereunder the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred as a result of incapacity due to physical or mental illnessthe Disability, Employee the Executive shall continue be entitled to receive an amount equal to the annual contributions, payment, credits or allocations which would have been made by the Company to him, to his accrued account or on his behalf under such plans and unpaid Base Salary and accrued and unpaid target bonusprograms from which his continued participation is barred. If the parties hereto disagree as to the determination of the Executive's Disability, prorated for the number term Disability (or Disabled) shall mean the Executive's inability, either mentally or physically, to perform the necessary functions of days actually employed in the then current calendar year, until EmployeeExecutive's position of employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitablethe Company, and Employee such Disability shall have such period of time be deemed to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For exist if it persists for a period of eighteen (18) six consecutive months following unless the Date parties hereto agree otherwise. If the Company shall find on the basis of Termination medical evidence reasonably satisfactory to it that the Executive is so totally mentally or physically disabled as to be unable to engage in further employment by the Company and subject that Disability shall be determined to the Employee's continued copayment of premium amountsbe such that it will cause, or actually does cause or has caused, the Employee, Employee's spouse and dependents shall continue Executive to participate be absent from work for a period in the Company's health insurance plan upon the same terms and conditions excess of six months in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderone twelve-month period.

Disability. If(a) During the Term of Employment, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in well as during the aggregate in any twelve (12) month periodSeverance Period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee Executive shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due be entitled to disability coverage as described in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (fSection 8(a). In the event the Executive becomes disabled, if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as that term is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in defined under the Company's health insurance plan upon Long-Term Disability Plan, the same terms Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and conditions in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of Termination, PROVIDED, HOWEVER, that (A) the continuation Executive's attainment of health age 65 or (B) the Executive's commencement of retirement benefits under this Subparagraph shall reduce and count against Employee's rights under COBRAfrom the Company in accordance with Section 10(f) below. In addition If (i) the Executive ceases to be disabled during the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (ii) the positions set forth in Section 3(a) are then vacant and (iii) the Company requests in writing that he resume such positions, he may elect to resume such positions by written notice to the Company within 15 days after the Company delivers its request. If he resumes such positions, he shall thereafter be entitled to his Base Salary at the annual rate in effect on the Commencement Date and, for the year he resumes his positions, a pro rata annual incentive award. If he ceases to be disabled during the Term of Employment and does not resume his positions in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) as of the date the Executive ceases to be disabled. If the Executive is not offered such positions after he ceases to be disabled during the Term of Employment, he shall be treated as if his employment was terminated Without Cause pursuant to Section 10(c) as of the date the Executive ceases to be disabled. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 55% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his positions in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such positions and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan or arrangement. Such payments, in grants following the aggregate, shall fully discharge the Company's obligations hereunderCommencement Date.

Disability. If, as The Corporation shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to substantially perform his duties for at least ninety (90) days because of a result of Employee's incapacity due to medically diagnosable physical or mental illnesscondition, Employee shall have been absent and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of his duties hereunder on a full-time basis and is likely to continue for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month an indefinite period. Upon such termination, the Company may terminate Employee's employment hereunder. During any period that Employee fails Executive shall be entitled to perform his duties hereunder as a result the following: (i) Base Compensation accrued through the date of incapacity due to physical or mental illnesstermination, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for based on the number of days actually employed in such year that had elapsed as of the then current calendar year, until Employee's employment is terminated due termination date; (ii) any accrued but unpaid PTO through the date of termination; (iii) any bonuses earned but unpaid with respect to disability in accordance with this Subparagraph fiscal years or other completed periods preceding the termination date; (civ) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject any nonforfeitable benefits payable to the Employee's continued copayment Executive under the terms of premium amountsany deferred compensation, incentive or other benefit plans maintained by the EmployeeCorporation, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid payable in accordance with the terms of the applicable plan; (v) any expenses owed to the Executive under Sections 4(d), 4(e) or 4(f); and (vi) any pro-rated portion of the annual bonus that the Executive would have earned for the year in which the termination occurs (if he had remained employed for the entire year), based on the number of days in such plan year that had elapsed as of the termination date, payable at the time that the Corporation pays bonuses to its executive officers for such year; and (vii) all stock options, restricted stock or arrangement. Such paymentsother equity awards with time-based vesting granted to the Executive under this Agreement shall become fully vested and earned and payable and, in the aggregatecase of stock options, exercisable in full and all stock options, restricted stock or other equity awards with performance-based vesting granted to the Executive under this Agreement shall fully discharge become vested to the Company's obligations hereunderextent provided in the applicable award agreement. All cash payments (other than pro-rated bonus) listed in subsections (i), (ii), (iii) and(v) shall be paid to the Executive within sixty (60) days following the date of such termination and within any shorter time period required by law. All payments to be made pursuant to subsection (vii) (excluding stock options) shall be made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in the applicable award agreement).

Disability. IfThe Executive’s employment pursuant to this Agreement may be terminated by written notice to the Executive by the Company or to the Company by the Executive (“Notice of Termination”) in the event that the Executive is unable, as a result of Employee's incapacity reasonably determined by the Board, to perform his regular duties and responsibilities due to physical or mental illnessillness or injury that has lasted (or can reasonably be expected to last) for a period of six (6) consecutive months. In the event the Executive’s employment is terminated pursuant to this Section 4.4, Employee the Executive shall be entitled to receive, when the same would have been absent from his duties hereunder on a full-time basis for one hundred eighty paid to the Executive, (180i) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonusbenefits to be paid or provided to the Executive under this Agreement through the Date of Termination, prorated (ii) an amount equal to the pro rata portion of the average of Executive’s annual bonus(es) or award(s) for the number prior three (3) fiscal years pursuant to any cash bonus plan maintained by the Company (other than the LTCP) in respect of days actually employed in the then current calendar yearfiscal years preceding the Date of Termination, until Employee's employment is terminated due to disability in accordance with this Subparagraph payable over the twelve (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (1812) months following the Date of Termination in accordance with the Company’s ordinary payroll practices with such payments commencing on the first Company payroll period occurring after the thirtieth (30th) day following the Executive’s Date of Termination and subject (iii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any other plan, policy or program of the Company applicable to the Employee's continued copayment Executive as of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan plan, policy or arrangementprogram. Such paymentsIn addition, subject to the last sentence of this Section 4.4, the Executive shall be fully vested in all then outstanding options to acquire stock of the Company, and all then outstanding restricted shares of stock and restricted stock units of the Company held by the Executive and any such options shall remain exercisable until the earlier of (x) the second anniversary of the Date of Termination and (y) the otherwise applicable normal expiration date of such option. The foregoing provision shall not apply to extend the expiration date of any option that is outstanding (whether vested or unvested) as of the date hereof and that is intended to qualify as an “incentive stock option” under Section 422 of the Code. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Agreement, shall occur upon vesting pursuant to this Section 4.4, subject to any previous legally binding deferral election or contrary payment date provided for in the aggregateapplicable award agreement regarding such units. Anything to the contrary herein notwithstanding, the vesting of any performance share units or performance-based restricted stock or restricted stock unit awards shall fully discharge vest according to the Company's obligations hereunderterms of the applicable award agreement.

Disability. IfIf the Executive shall become Disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation, the Board of Directors may remove the Executive from any responsibilities and/or reassign the Executive to another position with the Company for the remainder of the Term (and if applicable, Extended Term) or during the period of such Disability. Notwithstanding any such removal or reassignment, the Executive shall continue to receive the Executive’s full Salary (less any disability pay or sick pay benefits to which the Executive may be entitled under the Company’s policies) and benefits under Section 4 of this Agreement (except to the extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) for a period of time equal to twelve (12) months payable at the same time as such amounts would otherwise have been paid to the Executive had he continued in his current capacity. If the Executive is unable to perform substantial services of any kind for the Company during this period, such period shall be considered a paid leave of absence and the Executive shall have the contractual right to return to employment at any time during such period. If the Executive’s Disability continues beyond such twelve (12) month period, the Executive’s employment may be terminated by the Company by reason of Disability at any time thereafter. For purposes hereof, the term “Disabled” or “Disability” shall mean a written determination that the Executive, as a result certified by at least two (2) duly licensed and qualified physicians, one (1) approved by the Board of Employee's incapacity due to Directors of the Company and one (1) physician approved by the Executive (the “Examining Physicians”), or, in the event of the Executive’s total physical or mental illnessdisability, Employee shall have been absent the Executive’s legal representative, that the Executive suffers from his a physical or mental impairment that renders the Executive unable to perform the Executive’s regular personal duties hereunder on under this Agreement and that such impairment can reasonably be expected to continue for a full-time basis period of six (6) consecutive months or for shorter periods aggregating one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period; provided, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVERhowever, that the continuation Executive’s primary care physician may not serve as one of health benefits under this Subparagraph the Examining Physicians without the consent of the Company and the Executive (or the Executive’s legal representation). The Executive shall reduce and count against Employee's rights under COBRA. In addition cooperate with any reasonable request of a physician to the foregoing, any payments submit to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms a physical examination for purposes of such plan or arrangementcertification. Such paymentsNothing in this Section 6(d) shall be construed to waive the Executive’s rights, in if any, under existing law including, without limitation, the aggregateFamily and Medical Leave Act of 1993, shall fully discharge 29 U.S.C. §2601 et seq. and the Company's obligations hereunderAmericans with Disabilities Act, 42 U.S.C. §12101 et seq.

Disability. IfIf the Executive's Date of Termination occurs during the Agreement Term under circumstances described in paragraph 3(b) (relating to the Executive's being Disabled), then, in addition to the amounts payable in accordance with paragraph 4(a): (i) The Executive shall receive from the Company for the period continuing through the end of the Agreement Term (regardless of whether the Executive continues to be Disabled through the end of the Agreement Term), the Salary amount described in paragraph 2(a), as in effect on his Date of Termination, in monthly or more frequent installments in accordance with the Company's regular payroll practices. (ii) The Executive shall receive from the Company a result payment (or payments) in lieu of Employee's incapacity due the bonus (or bonuses). If the Date of Termination occurs during the 1997 Performance Period, the Executive shall be entitled to physical or mental illnessa payment based on actual performance for that performance period (provided that such amount shall be not less than $450,000), Employee and the Executive shall be entitled to a payment for the 1998 Performance Period in an amount determined by the Board, provided that such amount shall be not less than $450,000. If the Date of Termination occurs during the 1998 Performance Period, the Executive shall be entitled to a payment based on actual performance for that performance period. Amounts payable under this paragraph (ii) shall be paid at the time such bonus amounts would otherwise have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days paid to the Executive if he had remained in the aggregate in any twelve employ of the Company through the end of the Agreement Term. (12iii) month periodAll unexercised stock options granted to the Executive prior to the Date of Termination (regardless of whether they are exercisable prior to the Date of Termination) shall be exercisable by the Executive for a period expiring on the third anniversary of the Date of Termination. (iv) The Executive shall receive a cash payment from the Company equal to the Fair Market Value of the Share Units credited to his Stock Account as of the Date of Termination (regardless of whether such Share Units are vested prior to the Date of Termination). (v) If the Executive continues to be Disabled through the end of the Agreement Term, then, for the period after the end of the Agreement Term, the Company may terminate Employee's employment hereunderExecutive shall be entitled to receive disability income replacement coverage to the extent provided under the disability policy applicable to other senior management employees of the Company. During any period that Employee fails while the Executive is Disabled, and is otherwise entitled to perform his duties hereunder as a result of incapacity receive Salary (or Salary replacement) payments under this Agreement, any Salary payments otherwise due to physical or mental illness, Employee the Executive shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated be reduced by the amount of any benefits paid for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such same period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderdisability income replacement coverage.

Disability. If, as a result of Employee's incapacity due (a) If Executive shall become physically or mentally disabled during the Term to physical or mental illness, Employee shall have been absent from the extent that his ability to perform his duties and services hereunder on is materially and adversely impaired (any such incapacity, a full-time basis for one hundred eighty “Disability”), his Base Salary, bonus and other compensation provided herein shall continue while he remains employed by the Company; provided, that if such Disability (180) calendar days as determined in the aggregate Company’s reasonable judgment, exercised in any twelve good faith) continues for at least three (123) month periodconsecutive months, the Company may terminate Employee's Executive’s employment hereunder, in which case the Company within 10 business days shall pay Executive a cash payment equal to (i) his annual Base Salary as provided in Section 5(a) hereof to the extent earned but unpaid as of the date of termination (“Unpaid Salary”), (ii) the bonus payable pursuant to Section 5(b) for the fiscal year of the Company ending prior to the date of termination (to the extent earned based on performance under the goals and objectives of the applicable plan but not previously paid) (“Unpaid Bonus”) and (iii) Executive’s then accrued but unused vacation (“Unpaid Vacation”) (the Unpaid Salary, Unpaid Bonus and Unpaid Vacation referred to sometimes together as the “Accrued Amounts”). During any period that Employee fails to perform his duties hereunder as Additionally, in the event of a result termination of incapacity employment due to physical or mental illnessDisability, Employee the Company shall continue pay to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated Executive a pro-rata portion of the Target Bonus for the number year in which the termination for Disability occurred, payable at the same time when the bonus payment for the year of days actually employed in the then current calendar year, until Employee's employment is terminated due termination otherwise would have been paid pursuant to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (fSection 5(b), if earlier. All unvested options, restricted stock options and stock-based grants and/or other equity awards held by Executive on the date of termination for Disability shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period only through the date of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject termination according to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse normal vesting schedule applicable to such awards and dependents Executive shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid treated in accordance with the terms applicable award agreements. (b) No payments or vesting under this Section 7 will be made if such Disability arose primarily from (a) chronic use of such plan intoxicants, drugs or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereundernarcotics (other than drugs prescribed to Executive by a physician and used by Executive for their intended purpose for which they had been prescribed) or (b) intentionally self-inflicted injury or intentionally self-induced illness.

Disability. IfIf the Executive becomes entitled to benefits under the terms of the then-current disability plan, if any, of the Bank (a "Disability Plan"), he shall be entitled to receive such group and other disability benefits, if any, as a result are then provided by the Bank for senior executives. In the event of Employeesuch disability, this Agreement shall not be suspended, except that (i) the Bank's incapacity due obligation to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in pay the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents Executive shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid reduced in accordance with the terms amount of disability income benefits received by the Executive, if any, pursuant to this Section 7(f) such plan that, on an after-tax basis, the Executive shall realize from the sum of disability income benefits and Base Salary the same amount as he would realize on an after-tax basis from the Base Salary if the Bank's obligation to pay salary were not reduced pursuant to this Section 7(f); (ii) the Executive shall not be entitled to earn an Annual Cash Bonus pursuant to Section 4(b) hereof or arrangementStock-Based Awards pursuant to Section 4(c) if the disability prevents the Executive from rendering full-time service to the Bank for a period of in excess of six months during an applicable calendar year; and (iii) upon a resolution adopted by a majority of the disinterested members of the Board of Directors, the Bank may discontinue payment of the Base Salary beginning six months following a determination that the Executive has become entitled to benefits under a Disability Plan or otherwise unable to fulfill his duties under this Agreement. Such paymentsThe Bank may terminate the employment of the Executive at any time after the expiration of one year following such disability if such disability is then continuing, and upon such termination the Executive shall be entitled to receive only the Accrued Compensation. In addition, the Effective Date Award shall become fully vested in accordance with Section 4(e) and any unvested TCG Restricted Stock Award (as defined in the aggregate, Merger Agreement) shall become fully discharge the Company's obligations hereundervested.

Disability. IfUpon termination of employment pursuant to Section 8(a), the Executive will receive any Base Salary accrued and unpaid as #91155124v3 of such date as well as any accrued but unused PTO and appropriate expense reimbursements. Such amounts will be paid as soon as practicable after the termination of employment. With respect to Incentive Compensation, notwithstanding any eligibility requirement that the Executive must be employed by the Company as of the date on which the Incentive Compensation is paid (A) for any unpaid Incentive Compensation relating to the fiscal year prior to the fiscal year in which the Executive’s employment is terminated (the “Termination Year”), in accordance with Section 4(b), the Executive will receive any accrued and unpaid Incentive Compensation for which he is eligible for such prior fiscal year (which amount shall be equal to the actual Incentive Compensation achieved for such fiscal year), with such amount to be paid in a result lump sum as soon as practicable after the termination of Employee's incapacity due employment, but not later than 30 days following the date of the Executive’s termination of employment and (B) with respect to physical or mental illnessIncentive Compensation for the Termination Year, Employee shall have been absent the Executive will be eligible to receive Incentive Compensation calculated as follows: (X) the Pro Rata Ratio (as defined below) times (Y) the sum of (i) for the portion of the Incentive Compensation that would be calculated based on the Company’s achievement of operating metrics (such as, without limitation, revenue and EBITDA targets), an amount for such portion of the Executive’s Incentive Compensation derived from his duties hereunder the Company’s achievement of operating metrics calculated based on the actual operating performance of the Company during the full calendar months in which the Executive remained employed extrapolated on a full-time linear basis for one hundred eighty the full fiscal year (180assuming, however, for these purposes, 100% achievement of any applicable operating metrics relating to the performance of the Company’s common stock price), plus (ii) calendar days for the portion of the Incentive Compensation that would be calculated based on the Executive’s achievement of personal objectives, an amount for such portion of the Executive’s Incentive Compensation calculated based on the assumed achievement by the Executive of 100% of the Executive’s personal objectives, with such Incentive Compensation being paid in a lump sum at the aggregate in any twelve time that the Incentive Compensation is payable to other executives (12it being understood that if the Executive’s target Incentive Compensation has not been determined for the Termination Year, the target Incentive Compensation used to calculate the amount payable to the Executive pursuant to this Section 9(a) month periodwill be equal to the Executive’s target Incentive Compensation for the fiscal year immediately prior to the Termination Year). In addition, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject will also pay to the Employee's continued copayment Executive an amount equal to 24 months of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.Executive’s monthly Base #91155124v3

Disability. If(1) In the event of the Executive’s disability, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month periodhereinafter defined, the Company may terminate Employee's employment hereunder. During Executive shall be entitled to compensation in accordance with the Company’s disability compensation practice for senior executives, including any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical separate arrangement or mental illnesspolicy covering the Executive, Employee but in all events the Executive shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonusthe Executive’s salary for a period, prorated at the annual rate in effect immediately prior to the commencement of disability, of thirty(30) days from the date on which the disability has been deemed to occur as hereinafter provided below. Any amounts provided for in this Section 6(b) shall be offset by other long-term disability benefits provided to the Executive by the Company. (2) “Disability,” for the number purposes of days actually employed this Agreement, shall be deemed to have occurred in the then current calendar yearevent (A) the Executive is unable by reason of sickness or accident to perform the Executive’s duties under this Agreement for an aggregate of 30 days in any twelve-month period, until Employee's employment is terminated or (B) the Executive has a guardian of the person or estate appointed by a court of competent jurisdiction. Termination due to disability shall be deemed to have occurred upon the first day of the month following the determination of disability as defined in accordance with the preceding sentence. (3) In the event of the Executive’s disability, all Options to purchase Ordinary Shares of the Company that have vested pursuant to Section 5(c) of this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants Agreement as of the date of termination due to disability shall immediately vest and become exercisable or nonforfeitableremain vested, and Employee all Options that would have vested pursuant to Section 5(c) during the 90-day period immediately following the date of termination due to disability shall have such period also automatically vest. Anything herein to the contrary notwithstanding, if, following a termination of time employment hereunder due to exercise the stock options disability as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For preceding paragraph, the Executive becomes reemployed, whether as an Executive or a period of eighteen (18) months following the Date of Termination and subject consultant to the Employee's continued copayment of premium amountsCompany, any salary, annual incentive payments or other benefits earned by the Employee, Employee's spouse and dependents Executive from such reemployment shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the offset any salary continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition due to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance Executive hereunder commencing with the terms date of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderre-employment.

Disability. If, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in In the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period event that Employee fails Executive is unable fully to perform his duties and responsibilities hereunder by reason of his Disability, this Agreement may be terminated by Executive or the Company with written notice that, in the opinion of the party providing notice, a Disability (as defined herein) exists as of the date of notice and such party intends to terminate this Agreement for Disability reasons within fifteen (15) days from the date of notice. Any such Disability termination by Executive shall be accompanied by a result written statement from a qualified licensed physician that Executive’s health has become impaired to an extent that makes the continued performance of incapacity due his duties hereunder, with or without reasonable accommodation, hazardous to his physical or mental illnesshealth or his life. In the event of any dispute as to whether a qualified Disability exists under this Paragraph 13, Employee Executive shall submit to a physical examination by a licensed physician selected by Company and reasonably acceptable to Executive. Executive shall continue to be compensated as provided in this Agreement through the date of written notice and for fifteen (15) days after the date of written notice. If this Agreement is terminated for Disability, then Executive shall be paid a special benefit of his regular Base Salary for the twelve-month period after termination. In addition, all unvested stock options, restricted stock and restricted stock units owned by Executive as of the Disability termination date shall immediately vest, and Executive will be entitled to receive his accrued and unpaid payment for Executive’s Base Salary and accrued but unused vacation time through the effective date of termination and unpaid target bonusthe other the benefits, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any and/or payments to which Employee may be entitled prescribed under any employee welfare or benefit plan shall also be paid in which Executive was participating at the time of such Disability in accordance with the terms and conditions of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderplans.

Disability. IfIn the event of the permanent disability (as hereinafter defined) of Executive during the Employment Period, as a result of Employee's incapacity due to physical or mental illness, Employee Charts shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month periodright, the Company may upon written notice to Executive, to terminate EmployeeExecutive's employment hereunder, effective upon the 30th calendar day following the giving of such notice (or such later day as shall be specified in such notice). During any period that Employee fails Upon the effectiveness of such termination, (i) Charts shall have no further obligations hereunder, except to perform his duties hereunder as a result pay and provide, subject to applicable withholding, (A) all amounts of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid accrued, but unpaid, at the effective date of termination, (B) Executive's target bonus, prorated for and (C) all reasonable unreimbursed business-related expenses, (ii) the number of days actually employed shares subject to Executive's MarketWatch Option (as defined in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (cReorganization Agreement) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitableand remain exercisable for the periods specified in the MarketWatch Option, and (iv) Executive shall then be deemed to be a Charts Employee Shareholder for purposes of the "Lock Up" restrictions of Section 2.6 of the Reorganization Agreement and the number of shares that are then Unlocked Shares (as defined in the Reorganization Agreement) shall be recomputed as if Executive had been subject to the provisions of Section 2.6(a)(i) of the Reorganization Agreement instead of Section 2.6(a)(ii) of the Reorganization Agreement since the Closing Date (as defined in the Reorganization Agreement), and (iii) Executive shall have such period no further obligations hereunder other than those provided for in Sections 9 and 10 hereof. All amounts payable to Executive pursuant to this Section 6.1 shall be payable within 30 days following the effectiveness of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant theretotermination of Executive's employment. For purposes of this Agreement, "PERMANENT DISABILITY" shall be defined as any physical or mental disability or incapacity which renders Executive incapable in any material respect of performing the services required of him in accordance with his obligations under Section 2 for a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts180 consecutive days, the Employee, Employee's spouse and dependents shall continue to participate or for 180 days in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder360 day period.

Disability. IfIf during the term of employment and prior to any termination of this Agreement under Section 4.2, as the Executive shall become physically or mentally disabled, whether totally or partially, so that he is prevented from performing his usual duties for a result period of Employee's incapacity due to physical six consecutive months, or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate shorter periods aggregating six months in any twelve (12) twelve-month period, the Company may terminate Employeeshall, nevertheless, continue to pay the Executive his full compensation, when otherwise due, as provided in Section 3, through the last day of the sixth consecutive month of disability or the date on which the shorter periods of disability shall have equaled a total of six months in any twelve-month period (such last day or date being referred to herein as the "Disability Date"). If the Executive has not resumed his usual duties on or prior to the Disability Date, the Company shall pay the Executive disability benefits for the period ending on the Term Date (the "Disability Period"), in an annual amount equal to 75% of the Executive's employment hereunderBase Salary at the time the Executive becomes disabled. During any period that Employee fails If during the Disability Period the Executive shall fully recover from his disability, the Company shall have the right (exercisable within 60 days after notice from the Executive of such recovery), but not the obligation, to restore the Executive to full-time service at full compensation. If the Company elects to restore the Executive to full-time service, then this Agreement shall continue in full force and effect in all respects and the Term Date and the Advisory Period shall not be extended by virtue of the occurrence of the Disability Period. If the Company elects not to restore the Executive to full-time service, the Executive shall be entitled to obtain other employment, subject, however, to the following: (i) the Executive shall be obligated to perform his duties hereunder as a result advisory services during any balance of incapacity due to physical or mental illness, Employee the Disability Period; and (ii) the provisions of Sections 9 and 10 shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject apply to the Employee's continued copayment Executive during the Disability Period. The advisory services referred to in clause (i) of premium amountsthe immediately preceding sentence shall consist of rendering advice concerning the business, affairs and management of the EmployeeCompany as requested by the Board of Directors or the Chief Executive Officer of the Company but the Executive shall not be required to devote more than five days (up to eight hours per day) each month to such services, Employee's spouse which shall be performed at a time and dependents place mutually convenient to both parties. Any income from such other employment shall continue not be applied to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderunder this Agreement. The Company shall be entitled to deduct from all payments to be made to the Executive during the Disability Period pursuant to this Section 5 an amount equal to all disability payments received by the Executive during the Disability Period from Workmen's Compensation, Social Security and disability insurance policies maintained by the Company; provided, however, that for so long as, and to the extent that, proceeds paid to the Executive from such disability insurance policies are not includible in his income for federal income tax purposes, the Company's deduction with respect to such payments shall be equal to the product of (i) such payments and (ii) a fraction, the numerator of which is one and the denominator of which is one less the maximum marginal rate of federal income taxes applicable to individuals at the time of receipt of such payments. All payments made under this Section 5 after the Disability Date are intended to be disability payments, regardless of the manner in which they are computed. If a Disability Date occurs during the Advisory Period, the Company shall pay to the Executive the full amount of the Advisory Period compensation in accordance with Section 13 through the Term Date without regard to the preceding two sentences. Except as otherwise provided in this Section 5, the during the Disability Period and the Advisory Period, the Executive shall be entitled to all of the rights and benefits provided for in this Agreement, except that Section 4.2 shall not apply during the Disability Period and the term of employment or, if applicable, the Advisory Period shall end and the Executive shall cease to be an employee of the Company on the Term Date and shall not be entitled to notice and severance or to receive or be paid for any accrued vacation time or unused sabbatical.

Disability. IfIn the event that, as a result of Employee's incapacity due to the physical or mental illnessdisability or illness of the Executive, Employee the Executive shall have been absent from his duties hereunder on be unable to perform the essential functions of her position for a full-time basis period of one hundred eighty (180) consecutive days or for one hundred eighty (180) calendar days in the aggregate days, whether or not consecutive, in any twelve (12) month period, the Company may shall have the option, in accordance with applicable law, to terminate Employee's employment hereunderthis Agreement upon written notice to the Executive. During any period that Employee fails Whether the Executive is subject to a “disability” and whether the disability substantially impairs the Executive’s ability to perform his duties hereunder as the essential functions of her position under this Agreement shall be determined by the decision of a result medical specialist selected by the Company and the Executive (or the Executive’s legal representative if the Executive is incapable of incapacity due making such determination). Upon termination pursuant to physical this Section 5.2.: (i) the Company shall, within fifteen (15) days of the Termination Date, pay to the Executive the greater of any earned but unpaid Base Salary through the Termination Date, or mental illnessan amount equal to the disability benefits payable to the Executive for the period of time during which the unpaid Base Salary accrued, Employee (ii) the Company shall, within fifteen (15) days of the Termination Date, pay to the Executive the Incentive Compensation described in the “Bonuses: Incentive Compensation” section of this Agreement, above, for the year in which the Termination Date occurs, pro-rated through the Termination Date (the annual amount to be pro-rated under this part (ii) shall be the amount of Incentive Compensation paid to the Executive for whichever of the prior three (3) calendar years provided the greatest Incentive Compensation); and (iii) the Company shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated provide the Executive with the benefits she was receiving under Section 4.2. hereof (the “Benefits”) for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph thirty-six (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (1836) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such paymentsDate, in the aggregatemanner and at such times as the Benefits otherwise would have been payable or provided to the Executive.1 1 To the extent that contributions by the Company for the benefit of the Executive to any savings, pension, profit-sharing and/or deferred compensation plan (a “Compensation Plan Benefit”) would not be allowed to continue under the Internal Revenue Code or the plan documents by reason of the termination of the Executive’s employment pursuant to Section 5.2., 5.3., 5.4., 5.5. or 5.6. of this Agreement, the Company shall fully discharge pay the Company's obligations hereunderAdditionally, all Restricted Stock and Performance Shares held by the Executive shall immediately vest. For the purpose of this Section, any criteria to earn Performance Shares shall be deemed to have been satisfied in full, and all Performance Shares that would otherwise be phased in over annual increments shall instead be completely phased in as of the Termination Date. Upon any termination effected and compensated pursuant to this Section 5.2., the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the Termination Date, subject, however to the provisions of Section 4.1., and (y) payment of compensation for unused vacation days that have accumulated during the prior twelve (12) month period).

Disability. If(a) During the Term of Employment, as a result of Employee's incapacity due well as during the Severance Period, Executive shall be entitled to physical or mental illnessdisability coverage as described in this Section 8(a). In the event Executive becomes disabled, Employee as that term is defined under the Company’s Long-Term Disability Plan, Executive shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue be entitled to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for pursuant to the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) Company’s Long-Term Disability Plan or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitableotherwise, and Employee shall have such period in place of time his Base Salary, an amount equal to exercise 60% of his Base Salary, at the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions annual rate in effect on the commencement date of his eligibility for the Company’s long-term disability benefits (“Commencement Date”) for a period beginning on the Commencement Date and ending with the earlier to occur of Termination, PROVIDED, HOWEVER, that (A) Executive’s attainment of age 65 or (B) Executive’s commencement of retirement benefits from the continuation Company in accordance with Section 10(f) below. If (i) Executive ceases to be disabled during the Term of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (ii) his position or another senior executive position is then vacant and (iii) the Company requests in writing that he resume such position, he may elect to resume such position by written notice to the Company within 15 days after the Company delivers its request. If he resumes such position, he shall thereafter be entitled to his Base Salary at the annual rate in effect on the Commencement Date and, for the year he resumes his position, a pro rata annual incentive award. If he ceases to be disabled during the Term of Employment and does not resume his position in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) as of the date Executive ceases to be disabled. If Executive is not offered his position or another senior executive position after he ceases to be disabled during the Term of Employment, he shall be treated as if his employment was terminated Without Cause pursuant to Section 10(c) as of the date Executive ceases to be disabled; provided, however, that if a Change in Control shall have occurred during the period of Executive’s disability, he shall be treated as if his employment was terminated Without Cause following a Change in Control pursuant to Section 10(e) as of the date Executive ceases to be disabled. (b) Executive shall be entitled to a pro rata annual cash incentive award for the year in which the Commencement Date occurs based on the most recently established market target annual cash incentive amount, payable in a cash lump sum not later than 15 days after the Commencement Date. Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date. Notwithstanding the foregoing, with respect to any benefit plan or arrangement. Such paymentsprogram providing benefits covered by Section 409A of the Code, the definition of “termination of employment” set forth in Section 1(g) above shall apply. (d) The provisions of this Agreement in Section 8(a)-(c), above, shall apply in the aggregateevent Executive shall become disabled, shall fully discharge as that term is defined in the Company's obligations hereunder’s Long-Term Disability Plan and, except as provided in Section 8(a), the provisions of Section 10 shall not apply if the Executive has a termination of employment due to such disability.

Disability. IfIf the Executive shall become Disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation, the Board of Directors may remove the Executive from any responsibilities and/or reassign the Executive to another position with the Employer during the period of such Disability. Notwithstanding any such removal or reassignment, the Executive shall continue to receive the Executive’s full Salary (less any disability pay or sick pay benefits to which the Executive may be entitled under the Employer’s policies) and benefits under Section 4 of this Agreement (except to the extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) for a period of time equal to twelve (12) months payable at the same time as such amounts would otherwise have been paid to the Executive had he continued in his current capacity. If the Executive is unable to perform substantial services of any kind for the Employer during this period, such period shall be considered a paid leave of absence and the Executive shall have the contractual right to return to employment at any time during such period. If the Executive’s Disability continues beyond such twelve (12) month period, the Executive’s employment may be terminated by the Employer by reason of Disability at any time thereafter. For purposes hereof, the term “Disabled” or “Disability” shall mean a written determination that the Executive, as a result certified by at least two (2) duly licensed and qualified physicians, one (1) approved by the Board of Employee's incapacity due to Directors of the Employer and one (1) physician approved by the Executive (the “Examining Physicians”), or, in the event of the Executive’s total physical or mental illnessdisability, Employee shall have been absent the Executive’s legal representative, that the Executive suffers from his a physical or mental impairment that renders the Executive unable to perform the Executive’s regular personal duties hereunder on under this Agreement and that such impairment can reasonably be expected to continue for a full-time basis period of three (3) consecutive months or for one hundred eighty shorter periods aggregating ninety (18090) calendar days in the aggregate in any twelve (12) month period; provided, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVERhowever, that the continuation Executive’s primary care physician may not serve as one of health benefits under this Subparagraph the Examining Physicians without the consent of the Employer and the Executive (or the Executive’s legal representation). The Executive shall reduce and count against Employee's rights under COBRA. In addition cooperate with any reasonable request of a physician to the foregoing, any payments submit to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms a physical examination for purposes of such plan or arrangementcertification. Such paymentsNothing in this Section 6(d) shall be construed to waive the Executive’s rights, in if any, under existing law including, without limitation, the aggregateFamily and Medical Leave Act of 1993, shall fully discharge 29 U.S.C. §2601 et seq. and the Company's obligations hereunderAmericans with Disabilities Act, 42 U.S.C. §12101 et seq.

Disability. IfThe Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable to perform the essential functions of his regular duties and responsibilities, as a result of Employee's incapacity with or without reasonable accommodation, due to physical a Disability that has lasted (or mental illnesscan reasonably be expected to last) for a period of ninety (90) consecutive days, Employee shall have been absent from his duties hereunder on or for a full-time basis for total of ninety (90) days or more in any consecutive one hundred and eighty (180) calendar days in the aggregate in any twelve (12) month day period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as “Disability” means a result of incapacity due to physical or mental illnessimpairment of Executive as certified in a written statement from a licensed physician selected or approved reasonably and in good faith by the Board (or any committee of the Board comprised solely of independent directors). If the Executive’s employment is terminated pursuant to this Section 9(c), Employee shall continue the Executive will be entitled to receive his accrued and unpaid (i) all Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due benefits to disability in accordance with this Subparagraph (c) be paid or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on Executive under this Agreement through the Date of Termination, PROVIDED, HOWEVER, that the continuation of health (ii) any other unpaid benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments (including disability benefits) to which Employee may be he is otherwise entitled under any employee benefit plan, policy or program of the Company applicable to the Executive as of the Date of Termination, (iii) in the event the Date of Termination occurs after the completion of any Fiscal Year, but prior to the date any cash bonus related to such Fiscal Year has been determined or paid to the Executive, the amount of any cash bonus related to such Fiscal Year ending before the Date of Termination that the Executive would have otherwise been entitled to had Executive not terminated, (iv) the amount of any target cash bonus for the Fiscal Year in which the Date of Termination occurs, pro-rated based on the portion of the applicable Fiscal Year that the Executive worked for the Company, and (v) notwithstanding anything to the contrary in any equity incentive plan or agreement or the related award agreements, all options, restricted stock awards, restricted stock unit awards and any other equity awards (other than Performance Units), which are then outstanding, to the extent not then vested, shall also vest immediately. The amounts referred to in clauses (i) through (iii) above will be paid to the Executive when the same would have been paid to the Executive (whether or not the Term will have expired during such period), and the amount referred to in accordance with clause (iv-v) will be paid or vested within sixty (60) days following the terms Date of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderTermination.

Disability. If, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illnessillness or injury, Employee shall continue have been unable to receive perform the material duties of his accrued and unpaid Base Salary and accrued and unpaid target bonusposition on a full-time basis for a period of four (4) consecutive months, prorated or for a total of four (4) months in any six (6) month period, then thirty (30) days after written notice to the number Employee (which notice may be given before or after the end of days actually employed in the then current calendar yearaforementioned periods, until but which shall not be effective earlier than the last day of the applicable period), the Company may terminate Employee's ’s employment hereunder if Employee is unable to resume his full-time duties at the conclusion of such notice period. If Employee’s employment is terminated due as a result of Employee’s disability, the Company shall continue to disability pay Employee his base salary at the then-current rate for one half of the Change of Control Period set forth in Section 6(e)(i)(B), and the Company will, during such period also pay the Employee’s annual bonus (or such annual bonus as determined by a formula at least as advantageous to Employee, taking into account any changes in the capital structure and business organization of the Company taking place after such termination, as the formula applicable to the Employee during the year immediately prior to the termination date). During such period, the Company will also provide for the continuation of the Employee’s health, dental and other medical benefits, or substantially similar benefits if the identical benefits are not available. (The Company shall have met its obligation to continue such benefits if it makes the requisite premium payments under COBRA, or if it makes the premium payments for substantially similar insurance purchased by the Employee.) Payments of base salary and health, dental and other benefits shall be made in accordance with this Subparagraph (c) or until Employee terminates his employment the Company’s regular payroll cycle, while payments of annual bonuses shall be made in accordance with Subparagraph (e)(ii) or (f), if earlierthe Company’s past practice. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Following such termination the Employee shall have such period of time cease to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue be eligible to participate in the Company's health insurance plan upon the same terms ’s 401(k) plans, and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits shall cease to accrue paid time off under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder’s “PTO Policy.”

Disability. If, as a result of Employee's incapacity due to physical The Company or mental illness, Employee the Executive shall have been absent from the right, to the extent permitted by law, to terminate the employment of the Executive upon at least ninety (90) days’ prior written notice to the other party, provided that the Company shall not have the right to terminate the Executive’s employment in accordance with this Section if, (i) in the opinion of a qualified physician reasonably acceptable to both parties, it is reasonably certain that the Executive will be able to resume his or her duties hereunder on a regular full-time basis for within one hundred eighty (180) calendar days in of the aggregate in any twelve date that the notice of such termination is delivered, and (12ii) month upon the expiration of such one hundred eighty (180) day period, the Company may terminate Employee's employment hereunderExecutive has resumed his or her duties on a regular full-time basis. During any period In the event that Employee fails to perform his duties hereunder as a result the Term of incapacity due to physical or mental illness, Employee shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment Employment is terminated due to disability the Executive’s Disability, the Executive shall be entitled to: (i) the Accrued Obligations, payable as and when those amounts would have been payable had the Term of Employment not ended; (ii) the Termination Year Bonus, payable as and when those amounts would have been payable had the Term of Employment not ended; (iii) a lump-sum payment equal to the Severance Amount, payable on the 30th day immediately following the Termination Date; (iv) the Company shall reimburse, on a monthly basis, Executive’s COBRA premium under the Company’s major medical group health and dental plan (including the costs of the Executive’s premium required to maintain coverage for his dependents) for a period of 18 months after such termination or the expiration of the period in accordance with this Subparagraph which COBRA coverage must be provided, whichever is less; and (cv) all Equity Awards and or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options previously granted to the Executive that remain outstanding immediately prior to the effective date of Termination shall become fully vested and stock-based grants exercisable upon the occurrence of such Termination and shall immediately vest and become remain exercisable or nonforfeitable, and Employee shall have such for a period of time to exercise two (2) years thereafter. If, upon the Termination Date, the Company is not a publicly traded corporation, the stock options as is provided shall be cancelled and, in exchange, the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject Company shall pay to the Employee's continued copayment Executive, in full settlement of premium amountsall rights with respect to the stock options, an aggregate amount in cash equal to the Employee, Employee's spouse and dependents shall continue to participate in fair market value of a share of the Company's health insurance plan upon the same terms and conditions in effect ’s Common Stock on the Termination Date minus the per share exercise price for the stock options, times the number of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments shares to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms stock options have not been exercised at the time of such plan or arrangementthe Termination. Such payments, in cash payment shall be made within thirty (30) days of the aggregate, shall fully discharge the Company's obligations hereunderTermination Date.

Disability. If(a) In the event that, as a result of Employee's incapacity due to physical or mental illnesswhile employed under this Agreement, Employee shall have been absent is prevented from performing his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month periodby reason of serious illness or disability, the Company may Corporation may, on sixty (60) days’ prior written notice to Employee, terminate Employee's employment hereunder’s employment. During any period that If, within sixty (60) days of such notice, Employee fails recovers and is again able to perform his duties hereunder as a result hereunder, such notice shall be void, and the Employee’s employment shall not be terminated thereby. Upon the termination of incapacity due Employee’s employment pursuant to physical or mental illnessthis Paragraph 7(a), Employee shall continue the Corporation shall, subject to receive his accrued Paragraphs 7(b) and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or below, continue to pay Employee’s Basic Compensation at the rate in effect at the time of such termination until Employee terminates his employment in accordance with Subparagraph the later of (e)(iiA) the expiration of the Employment Term or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18B) months one year following the Date date of Termination and such termination. Employee shall, subject to the Employee's continued copayment of premium amountsParagraph 7(b) below, the Employee, Employee's spouse and dependents shall continue to participate in all Employee Welfare Benefit Plans maintained by the Company's health insurance plan upon the same terms Corporation and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health receive benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee he is entitled under such plans during the remainder of the Employment Term or until such later date as may be entitled expressly provided under any employee benefit plan shall also be paid in accordance with the terms of any such plan or arrangement. Such paymentsplan. (b) Employee may, in his sole discretion, after the aggregatedate he ceases to be employed by the Corporation pursuant to Paragraph 7(a) above, engage in regular employment (whether as the employee of another or as a self-employed person). Any income received from such employment, including self-employment, shall fully discharge reduce, on a dollar-for-dollar basis (but not below zero), the Company's obligations hereunderCorporation’s obligation to pay Employee’s Basic Compensation under Paragraph 7(a) above. Any employee benefits provided to Employee in consideration of such employment shall relieve the Corporation of its obligation to provide comparable benefits hereunder to the extent of the benefits so provided; provided, however, that Employee’s retirement benefits, if any, pursuant to Paragraph 3(a) above shall not be reduced on account of any such income or benefits resulting from such employment. (c) If Employee becomes entitled to and receives disability benefits under any disability payment plan, including disability insurance, the amount of Employee’s Basic Compensation otherwise payable by the Corporation to Employee pursuant to Paragraph 7(a) above shall be reduced, on a dollar-for-dollar basis (but not below zero), by the amount of any such disability benefits received by him, but only to the extent such benefits are attributable to premium payments made by the Corporation.

Disability. If, as a result of Employee's incapacity during the Employment Term, Executive becomes unable, for 25 consecutive work days or 50 or more working days in any twelve-month period, to perform Executive’s services pursuant to this Agreement due to ill health or other physical or mental illnessincapacity (each, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period“Disability”), the Company may terminate thereafter, upon no less than fifteen calendar days’ prior written notice (each, a “Disability Status Notice”) to Employee's employment hereunder, place Executive on disability leave (“Disability Leave”). In any determination by the Board as to the giving of a Disability Status Notice, Executive, if a member of the Board, shall abstain from voting on such matter (but shall be deemed present for the determination of whether a quorum exists at the meeting at which such determination is made). After being placed on Disability Leave and for the remainder of the Employment Term (which may be terminated in accordance with paragraph 6(c) of this Agreement), Executive shall thereafter only be entitled to receive any amount payable to Executive under any disability insurance policy the premiums for which were paid for, in whole or part, by the Company, which Executive was entitled to receive as of the date of the giving of the Disability Status Notice until such time as Executive returns to full-time status and provides the Company with a written medical opinion (a “Medical Opinion of No Disability”), reasonably acceptable to the Board, that the reason for Executive’s inability to previously provide Executive’s services under this Agreement has been cured, is no longer affecting Executive or has otherwise been relieved (through medication or otherwise) to the extent necessary for Executive to perform Executive’s services to the full extent contemplated by this Agreement. During any period that Employee fails prior to perform his duties hereunder as the giving a result of incapacity Disability Status Notice, Executive shall receive the compensation due Executive pursuant to physical or mental illness, Employee shall continue section 4 (subject to receive his accrued and unpaid Base Salary and accrued and unpaid target bonus, prorated for the number of vacation, sick and personal days actually employed in the then current calendar year, until Employee's employment Executive is terminated due entitled to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (futilize under clause 4(e)(iii), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.

Disability. If, as a result of Employee's incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee's employment hereunder. During any period that Employee the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illnessillness (“Disability Period”), Employee the Executive shall continue to receive his accrued and unpaid full Base Salary and accrued and unpaid target bonus, prorated for the number of days actually employed set forth in the then current calendar year, Section 5(a) until Employee's his employment is terminated due pursuant to disability Section 6(b). In the event the Executive’s employment is terminated for Disability pursuant to Section 6(b): (i) the Company shall pay to the Executive promptly (but in accordance with this Subparagraph no event more than ten (c10) or until Employee terminates his employment business days) after the Date of Termination a lump sum payment equal to twelve (12) months of Base Salary in accordance with Subparagraph effect immediately prior to such termination; (e)(iiii) or unless otherwise expressly provided in the applicable award agreement, all outstanding equity incentive awards (f), if earlier. All unvested including without limitation stock options and stock-based grants granted under the Stock Option Plan) shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the any then outstanding stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For or similar awards held by Executive shall remain exercisable for a period of eighteen one year from the date of such termination or, if earlier, until the end of the Option Term; (18iii) months following the Date of Termination and subject Company shall, consistent with past practice, reimburse the Executive pursuant to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue Section 5 hereof for business expenses incurred but not paid prior to participate in the Company's health insurance plan upon the same terms and conditions in effect on the such Date of Termination, PROVIDED, HOWEVER, that the continuation . Reimbursement of health benefits under this Subparagraph such expenses shall reduce and count against Employee's rights under COBRA. In addition be provided to the foregoingExecutive in accordance with the Company’s normal business practices but not later than the end of the calendar year following the calendar year in which the expense was incurred; and (iv) the Executive shall be entitled to any other rights, any payments to which Employee compensation and/or benefits as may be entitled under any employee benefit plan shall also be paid due to Executive in accordance with the terms and provisions of such any agreements, plans or programs of the Company (other than any severance-based plan or arrangementprogram). Such payments, The receipt of any amounts to be paid under this subsection (c) (other than any Accrued Obligations) is conditioned upon the Executive or his personal representative’s execution and delivery (and non-revocation) of a release in the aggregate, shall fully discharge form shown in Exhibit B hereto within thirty (30) days of the Date of Termination. Following the Company's ’s payments and provisions of all of the foregoing, the Company shall have no further obligations to the Executive hereunder.

Disability. IfNotwithstanding the provisions of subsection (a)(iii) ---------- above, if the Executive shall be disabled so as a result to be unable to perform the essential functions of Employeethe Executive's incapacity due to physical then existing position or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month periodpositions under this Agreement with or without reasonable accommodation, the Company Chief Executive Officer or the Board of Directors may terminate Employee's employment hereunderremove the Executive from any responsibilities and/or reassign the Executive to another position with the Employer for the remainder of the Initial Term or, if the Initial Term has expired, any Extended Term, or during the period of such disability. During Notwithstanding any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical such removal or mental illnessreassignment, Employee the Executive shall continue to receive his accrued and unpaid Base the Executive's full Salary and accrued and unpaid target bonus, prorated for the number of days actually employed in the then current calendar year, until Employee's employment is terminated due to (less any disability in accordance with this Subparagraph (c) pay or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health sick pay benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee the Executive may be entitled under the Employer's policies) and benefits under Section 4 of this Agreement (except to the extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) for a period of time equal to the remainder of the Initial Term or, if the Initial Term has expired, any employee benefit plan Extended Term, provided that the Executive remains employed by the Employer during such period. In the event that the Employer terminates the Executive's employment without cause pursuant to Section 6(c) or the Employer delivers a Non-renewal Notice to the Executive, in either case due to the Executive's continuing inability to perform the essential functions of the Executive's then existing position or positions, the Executive shall also be paid eligible to receive Termination Benefits subject to and in accordance with the terms and conditions of Section 6(d), provided that the Executive's Termination Benefit additionally shall be subject to reduction by the amount of any payments the Executive receives under any disability benefit plan or plans or insurance policies the Employer maintains for the Executive, or under worker's compensation, or state or federal disability benefit programs. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive's then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Employer shall, submit to the Employer a certification in reasonable detail by a physician selected by the Employer to whom the Executive or the Executive's guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Employer's determination of such plan or arrangementissue shall be binding on the Executive. Such paymentsNothing in this Section 6(e) shall be construed to waive the Executive's rights, in if any, under existing law including, without limitation, the aggregateFamily and Medical Leave Act of 1993, shall fully discharge 29 U.S.C. (S)2601 et seq. and the Company's obligations hereunderAmericans with Disabilities Act, 42 U.S.C. (S)12101 et seq.

Disability. If, as The Corporation shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to his duties for at least ninety (90) days because of a result of Employee's incapacity due to medically diagnosable physical or mental illnesscondition, Employee shall have been absent and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of his duties hereunder on a full-time basis and is likely to continue for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month an indefinite period. Upon such involuntary termination, the Company may terminate Employee's employment hereunder. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee Executive shall continue be entitled to receive his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods preceding the termination date. Such payments shall be made to the Executive within sixty (60) days following the date of involuntary termination. In addition, the Corporation shall make a series of monthly disability payments to Executive, each equal to one-twelfth (1/12th) of the sum of (i) his annual base salary, as in effect at the time Executive became permanently disabled, and unpaid Base Salary and accrued and unpaid target bonus, prorated (ii) the greater of (A) the average of the annual bonuses paid to the Executive for the number last two (2) fiscal years preceding the date of days actually employed in the then current calendar year, until Employee's employment is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) or (f), if earlierB) a minimum bonus equal to one hundred percent (100%) of the Executive’s annual base salary. All unvested stock options and stock-based grants Payment of such disability benefit shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject to the Employee's continued copayment of premium amounts, the Employee, Employee's spouse and dependents shall continue to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance with the Corporation’s normal payroll practices, shall commence with the month following the month in which the involuntary termination occurs and continue each month for the remaining Term of this Agreement (but not less than twenty-four (24) months), but shall terminate at an earlier date if the Executive returns to active employment, either with the Corporation or otherwise. Any amounts payable under this Section 6(b) shall be reduced by any amounts paid to the Executive under any long-term disability plan or other disability program or insurance policies maintained or provided by the Corporation. Upon termination due to a disability, (i) all stock options, restricted stock or other awards held by the Executive under any deferred compensation, incentive or other benefit plan maintained by the Corporation shall become fully vested or earned and payable, as the case may be, and in the case of stock options, exercisable in full in accordance with the terms of such the applicable plan or arrangement. Such paymentsplans and (ii) the Special Award shall become fully vested, in or earned and payable, as the aggregatecase may be, and shall fully discharge be paid within sixty (60) days following the Company's obligations hereunderdate of the Executive’s termination of employment.

Disability. IfThe Company shall at all times have the right, upon written notice to the Executive, to terminate the Term of Employment, if the Executive shall as a the result of Employeemental or physical incapacity, illness or disability, become unable to perform the Executive's incapacity due to physical or mental illness, Employee obligations hereunder for a total of 180 days in any 12-month period. The Company shall have been absent from his duties hereunder on sole discretion based upon advice of a full-time basis licensed medical doctor to determine whether the Executive continues to be disabled provided that if the Executive does not submit to examination by a licensed medical doctor for one hundred eighty such purpose (180if requested by the Company) calendar days in the aggregate in any twelve (12) month period, then the Company may terminate Employeethe Executive's employment hereunderif the Executive shall become entitled to benefits under the Company's disability plan as then in effect. During Upon any period that Employee fails termination pursuant to perform his duties hereunder as a result of incapacity due this Section 5.2, the Company shall (i) pay to physical or mental illness, Employee shall continue to receive his accrued and the Executive any unpaid Base Salary and through the effective date of termination specified in such notice, (ii) pay to the Executive the Executive's accrued and but unpaid target bonusIncentive Compensation, prorated if any, for any Bonus Period ending on or before the number date of days actually employed in termination of the then current calendar year, until EmployeeExecutive's employment with the Company, (iii) continue to pay the Executive through the later of (x) the date which is terminated due to disability in accordance with this Subparagraph (c) or until Employee terminates his employment in accordance with Subparagraph (e)(ii) one year after the termination but no later than the Expiration Date), or (fy) one year from the date of termination (the "Continuation Period"), if earlier. All unvested stock options and stock-based grants shall immediately vest and become exercisable or nonforfeitable, and Employee shall have such period of time to exercise the stock options as is provided in the Stock Option Plan and agreements with Employee pursuant thereto. For a period of eighteen (18) months following the Date of Termination and subject an amount equal to the EmployeeBase Salary the Executive was receiving at the time of the Executive's continued copayment of premium amountsDisability, the Employee, Employee's spouse and dependents shall continue such amount to participate in the Company's health insurance plan upon the same terms and conditions in effect on the Date of Termination, PROVIDED, HOWEVER, that the continuation of health benefits under this Subparagraph shall reduce and count against Employee's rights under COBRA. In addition to the foregoing, any payments to which Employee may be entitled under any employee benefit plan shall also be paid in accordance the manner and at such times as the Base Salary otherwise would have been payable to the Executive, and (iv) continue to pay the Executive Incentive Compensation and continue to provide the Executive with the benefits the Executive was receiving under Section 4.2 hereof (the "Benefits") through the Continuation Period (to the extent permitted under the terms of such plan applicable insurance and other benefit programs of the Company then in affect and covering the Executive, and provided further that the Company shall not take any affirmative action from the time of giving notice of termination to the Executive through the end of the Continuation Period which would cause the relevant insurance and other benefits available to the Executive to be reduced or arrangement. Such paymentseliminated) following the termination of the Executive's employment with the Company, in the aggregatemanner and at such times as the compensation or Benefits otherwise would have been payable or provided to the Executive, provided that the amounts payable to the Executive pursuant to the foregoing clauses (i) through (iv) shall fully discharge be reduced by the Company's obligations hereunderamount actually paid to the Executive pursuant to the disability insurance referred to in Section 4.2 hereof. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Section 4.1).