Common use of Disability Clause in Contracts

Disability. The 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, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

Disability. The Executive’s In the event the Employee shall become Disabled (as hereinafter defined) during the Employment Period, the Bank or the Company may terminate the Employee's employment pursuant to under this Agreement may be terminated by delivery of giving him written notice of such termination ("Disability Termination Notice"). In the event of any such termination during the Employment Period, the Bank shall continue to pay the Employee his Base Cash Compensation, at the rate in effect immediately prior to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members giving of the Board of Directors (or any committee Disability Termination Notice, through the end of the Board comprised solely Employment Period (through the Termination Date then in effect). In addition, the Employers shall cover the Employee under their disability plans, if any, in effect from time to time under the terms and conditions that such coverage is made available to other employees of independent directors)the respective Employers, and the Employee shall be entitled to perform any benefits payable to him under such disability plans. While disabled, the essential functions Bank shall continue to provide the Employee and his dependents with coverage under its Life, Disability and Medical Plans until the Employee reaches the age of his regular duties and responsibilitiessixty-five (65) years old to the extent that it may do so under the provisions of such plans, with or without reasonable accommodationthe Employee's contributions to the premiums under such plans being no more than the amounts he paid for such premiums prior to his disability, due adjusted from time to a time for normal periodic increases in such premiums applied in general to employees of the Bank. The Employee shall be "Disabled" for purposes of this Agreement if the Employee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental illness that has lasted (or impairment which can reasonably be expected to last) result in death or can be expected to last for a continuous period of ninety (90) consecutive days, not less than 12 months; or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) is, by reason of any other unpaid medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for at least three (including 3) months from an Employer's long-term disability benefits) policy. The Employee shall be deemed to which be Disabled if he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits determined to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined totally disabled by the Company in its sole discretionSocial Security Administration.

Disability. The ExecutiveIn the event of the Employee’s employment termination by reason of Disability pursuant to this Agreement may be terminated by delivery of written notice Section 5.5, the Employee will continue to receive the Employee’s Base Salary in effect immediately prior to the Executive by Termination Date and participate in applicable employee benefit plans or programs of the Company (a “Notice of Termination”on an equivalent basis to those employee benefit plans or programs provided under Section 6.4(a)(iv) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to lastbelow) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of TerminationTermination Date, (ii) any other unpaid benefits (including disability benefits) subject to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) offset dollar-for-dollar by the amount of any cash bonus related disability income payments provided to the Employee under any year ending before Company disability policy or program funded by the Date of Termination that has been earned but remains unpaidCompany, and the Company shall pay the Employee the following amounts in a lump sum within 30 days following the Termination Date: the sum of (iva) health insurance benefits substantially commensurate with the CompanyEmployee’s standard health insurance benefits for accrued but unpaid then current Base Salary through the Executive Termination Date, plus (b) either the (i) unpaid Actual Full Year Bonus Amount, if any, or (ii) the Deemed Full Year Bonus Amount, if applicable, plus (c) the Employee’s Deemed Pro Rata Bonus Amount, plus (d) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement, and the Executive’s spouse Company thereafter will have no further obligation to the Employee under this Agreement, other than for payment of any amounts accrued and dependents through the second anniversary vested under any employee benefit plans or programs of the Date Company and any payments or benefits required to be made or provided under applicable law. Notwithstanding any other provision of Terminationthis Agreement, on the Employee’s Termination on account of Disability, all granted but unvested long-term incentive awards shall immediately vest and any related restrictions shall be waived; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided unvested Appreciation Profits Interests will only vest to the Executive and extent the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses applicable performance condition is satisfied (i) and on the Termination Date, or (iiiii) will be paid within (x) six months following the Termination Date, if the Termination Date occurs prior to the Executive’s no later than thirty first anniversary of the Emergence Date, or (30y) 120 days following the date Termination Date, if the Termination Date occurs after the first anniversary of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionEmergence Date.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice to If the Executive becomes Substantially Disabled (as hereinafter defined) while employed by the Company (a “Notice Bank, for purposes of Termination”) in the event that determining whether the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will shall be entitled to receive (i) all Base Salary the Full Benefit or the Limited Benefit, and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before Limited Benefit, the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate Executive shall be treated as remaining in full-time employment with the Company’s standard health insurance benefits for Bank through to the earlier of (i) the date on which the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits ceases to be determined on a coverage-by-coverage Substantially Disabled or benefit-by-benefit basis)(ii) the Full Vesting Date; provided furtherthat, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently upon returning to full-time employment with any continuation coverage that the Bank within a reasonable period of time after ceasing to be Substantially Disabled, then for purposes of determining whether the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may shall be entitled to under COBRA shall not be increased (the Full Benefit or extended) due to the Limited Benefit, and the amount of any continued health insurance benefits which may be provided to Limited Benefit, the Executive and shall be treated as if he remained in the Executive’s spouse or dependents pursuant to full-time employment with the Bank from the effective date of this Agreement. The amounts referred to in clauses (i) and (iii) will be paid Agreement until the date on which the Executive incurs a Separation from Service subsequent to the Executive’s no later than thirty return to full-time employment after ceasing to be Substantially Disabled. Commencing upon the Payment Commencement Date and continuing on the first business day of each month thereafter until a total of 180 payments have been made to the Executive, the Bank shall pay to the Executive one-twelfth (301/12) days following the date of the Executive’s Date Full Benefit or one-twelfth (1/12) of Terminationthe Limited Benefit, with as applicable. For purposes of this Agreement, Executive shall be considered “Substantially Disabled” only if, and for as long as, Executive is determined to be eligible for long-term disability benefits under the date long-term disability benefits plan of such payment within such period determined by the Company in its sole discretionBank covering Executive or for disability benefits under the federal Social Security Acts.

Disability. The 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 In the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the ExecutiveEmployee’s employment is terminated pursuant to this Section 9(c)terminates by reason of Disability, the Executive will Employee shall be entitled to receive (i) all Base Salary and benefits to be paid or provided the immediate vesting, to the Executive under this Agreement through extent not otherwise vested, of all outstanding equity incentive awards previously granted to Employee by the Date of TerminationPublic Company, and (ii) any other unpaid benefits (including disability benefits) to Employee’s target cash incentive compensation award for the period in which he is otherwise entitled under any planthe Termination Date occurs, policy or program of the Company applicable prorated to the Executive as of the Termination Date of Termination (and payable in a lump sum promptly following such benefits termination. Employee shall also be paid in accordance with the provisions of the applicable arrangements), entitled to (iii) payment of an amount equal to the product obtained by multiplying one-twelfth (1/12) of Employee’s then-current base salary, reduced by 50%, by the number of whole months remaining from the Termination Date until the end of the term of this Agreement, with such amount being paid in approximately equal monthly or bi-weekly installments through the end of the calendar year in which the termination occurs. Such amount will be reduced by the amount of any cash bonus related payments that would become due to Employee under the terms of Employee’s disability insurance or other disability benefit plan funded by Employer or Employer’s tax-qualified Defined Benefit Pension Plan during the period from the Termination Date until the end of the term of this Agreement. In addition, Employee shall be entitled (iv) for a period of time through the end of the term of this Agreement or until Employee’s death, whichever first occurs, to reimbursement by Employer of (a) the cost of any year ending before continued coverage under Employer’s group medical insurance plan for the benefit of Employee, Employee’s spouse and dependents, if any, should they elect continued coverage under COBRA, provided they were covered under the plan immediately prior to Employee’s termination, and (b) the cost of continued coverage under Employer’s life and long-term disability plans for the benefit of Employee, should Employee elect to obtain an individual conversion policy, subject to the terms, conditions, and limitations contained in such policy. Coverage under another group plan (e.g., through a new employer) shall result in the immediate cessation of the reimbursement and continuation of the applicable Employer benefit plans. If and to the extent required to prevent a violation of Section 409A of the Code, Employee will pay the entire cost of such coverage for the first six months after the Date of Termination that has been earned but remains unpaidand Employer will reimburse Employee for Employer’s share of such costs on the six-month anniversary of Employee’s “separation from service” as defined in Section 409A of the Code. All payments under this Section 5.2.1 shall be subject to Section 5.2.8, Section 5.2.10., Section 6, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive additional benefit described in Section 5.2.9, if allowed by law and the Executive’s spouse or dependents pursuant to by this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

Disability. The During any period that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, the Executive shall continue to receive his Base Salary and any Annual Bonus until the Executive’s employment is terminated pursuant to this Agreement may be terminated by delivery of written notice to Section 8(b) hereof, or until the Executive by the Company (a “Notice of Termination”terminates his employment pursuant to Section 8(d)(ii) in the event that the Executive is unablehereof, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-periodwhichever first occurs. If the Executive’s employment is terminated by reason of his Disability, the Company shall pay to the Executive any unpaid amounts of his Base Salary or Annual Bonus accrued prior to the date of such termination; and upon making such payments, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of such termination pursuant to this Section 9(c5(e)); provided, that the Executive will shall also be entitled to receive (i) all Base Salary and any amounts or other benefits payable pursuant to be paid any pension or employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by the Company in accordance with the terms thereof. In addition, all unvested Options held by the Executive on the Date of Termination shall continue to vest in accordance with the vesting schedule for such Options then in effect, and upon vesting shall become exercisable. Moreover, each such stock option that vests pursuant to the Executive under this Agreement through preceding sentence, together with any previously vested and unexercised stock options, shall be exercisable in accordance with their respective terms for a period of one (1) year following the date on which it becomes vested (or, in the case of any previously vested and unexercised options, one (1) year following the Date of Termination) or, (iiif earlier, until the then scheduled expiration date(s) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable such options. Notwithstanding anything in this section to the contrary, all such vesting of Options shall discontinue immediately, and any unexercised options shall terminate and be cancelled immediately upon a breach by the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive 7 hereof or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length acceptance of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, employment with the date of such payment within such period determined by the Company in its sole discretionanother entity.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice If prior to the Executive by expiration of the Company (a “Notice Term of Termination”) in the event that Employment, the Executive is unableshall be prevented, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to during a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a continuous period of ninety (90) consecutive daysdays (the “Disability Period”), from performing his duties by reason of “disability,” the Company may terminate this Agreement, in which event the Executive shall receive: (i) his Base Salary accrued to the date upon which any determination of disability shall have been made as hereinafter provided, which Base Salary payment may be reduced by the amount of any disability income payments the Executive may receive in connection with such occurrence of disability during the Disability Period under any policy or plan carried or maintained by or on behalf of the Company and under which the Executive is a beneficiary or participant, and (ii) any Bonus that would have been payable at the time of such termination for disability pursuant to Section 3(b). The Executive shall continue to have the right to receive benefits, if any, under any Company Plans, but only in accordance with the terms of such plan or policy as they apply to persons whose employment has been terminated as a result of an employee’s permanent disability. Such payment shall be made to the Executive within five days of the end of the Disability Period, except for payment of the current fiscal year Bonus which shall be made at the end of the fiscal year in which the Disability Period arose. For purposes of this Agreement, the Executive shall be deemed to have become disabled when the Board of Directors (excluding the Executive or any of his affiliates), upon the diagnosis of a reputable, licensed physician of the Company’s choice, in consultation with the Executive’s primary physician, shall have determined that the Executive shall have become unable to perform his duties under this Agreement, whether due to physical or mental incapacity or to infirmity caused by chronic alcoholism or drug use (excluding infrequent and temporary absences due to ordinary illness); provided that such incapacity shall have continued uninterrupted for a total period of not less than ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretiondays.

Disability. The 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, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant by reason of Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to this Section 9(c)Executive, the Executive will be entitled to receive except that: (i) all Base Salary Accrued Obligations and benefits to Prorated Bonus shall be timely paid as provided below; (ii) Other Benefits shall be timely paid or provided as described below; (iii) notwithstanding the terms of any applicable equity or deferred compensation plan or agreement, all options that are ISOs and that vested at or prior to the Executive under this Agreement through Date of Termination shall remain exercisable in accordance with the terms of the applicable plan and award agreement; (iv) notwithstanding the terms of any applicable equity or deferred compensation plan or agreement, all options previously granted and scheduled to vest in the year 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 (iiB) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any planin the case of NSOs, policy or program for the remaining portion of the Company exercise period set forth in the applicable plan and award agreement; and (v) all other options that vested at or prior to the Executive as of the Date of Termination (such benefits shall remain exercisable for the period of exercise in effect immediately prior to the Date of Termination. Accrued Obligations and the Prorated Bonus shall be paid to Executive in accordance with a lump sum in cash on the provisions 30th day after the Date of Termination. With respect to the applicable arrangements)provision of Other Benefits, (iiithe term Other Benefits as utilized in this Section 8(c) the amount of any cash bonus related to any year ending before shall include, without limitation, and Executive shall be entitled after the Date of Termination that has been earned but remains unpaidto 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 (iv3) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary remainder of the Date of Termination; providedRemaining Employment Period, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); payments provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under in Section 9(m)8(a)(iii) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionhereof.

Disability. (i) The Company may terminate the Executive’s employment pursuant to this Agreement may be terminated by delivery of written involuntarily hereunder, upon notice to the Executive by the Company (a “Notice of Termination”) Executive, in the event that the Executive is unablebecomes disabled during his employment through any illness, injury, accident or condition of either a physical or psychological nature and, as determined by a result, is unable to perform substantially all of his duties and responsibilities hereunder, notwithstanding the independent members provision of any reasonable accommodation (exclusive of the Board leave of Directors (or any committee of the Board comprised solely of independent directorsabsence provided hereunder), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) daydays during any period of three hundred and sixty-periodfive (365) consecutive calendar days. If In the Executive’s employment is terminated pursuant event of such termination, and provided that the Executive satisfies in full all of the conditions set forth in Section 4(i) hereof, then, in addition to this Section 9(cFinal Compensation (which the Company shall pay as a lump sum no later than March 15th of the year following the Termination Year), the Company shall provide the Executive the following: (A) The Company will be entitled pay the Executive a Final Pro-Rated Bonus for the Termination Year, paid at the time annual bonuses are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (10th) business day following the later of the effective date of the Release of Claims, as defined in Section 4(i) below, or the date the Release of Claims is received by the person designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (iprovided, however, that if the Claims Release Period, as defined in Section 4(i) all Base Salary and benefits to be paid or provided to below, spans two taxable years, the payment shall occur in the second taxable year). (B) If the Executive under this Agreement through satisfies the Date Release of TerminationClaims requirement in Section 4(i)(i), (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program then the Company will pay the full premium cost of health and dental plan coverage for Executive and his qualified beneficiaries until the expiration of the Company applicable to the Executive as period of twelve (12) months immediately following the Date of Termination (such benefits shall be paid in accordance with or, if earlier, until the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for date the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Terminationhis qualified beneficiaries cease to be eligible for coverage continuation under COBRA; provided, however, that such continued benefits shall terminate on in order to be eligible for the date or dates Company’s premium payments hereunder, the Executive receives substantially similar and each qualified beneficiary must elect in a timely manner to continue coverage and benefits, without waiting period or pre-existing condition limitations, under the Company’s health and dental plans under COBRA and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that must notify the Company promptly if the Executive or the Executive’s spouse and dependents are entitled any of his qualified beneficiaries ceases to be eligible for such coverage under COBRA and any rights during such twelve (including the length of coverage12) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionmonth period.

Disability. The 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 During any period that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), fails to perform the essential functions his duties hereunder as a result of his regular duties and responsibilities, with or without reasonable accommodation, incapacity due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected illness, the Executive shall continue to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in receive his Base Salary and any consecutive one hundred and eighty (180) day-period. If Annual Bonus until the Executive’s 's employment is terminated pursuant to this Section 9(c)8(b) hereof, or until the Executive terminates his employment pursuant to Section 8(d)(ii) hereof, whichever first occurs. If the Executive's employment is terminated by reason of his Disability, the Company shall pay to the Executive will any unpaid amounts of his Base Salary or Annual Bonus accrued prior to the date of such termination; and upon making such payments, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of such termination pursuant to Section 5(c)); provided, that the Executive shall also be entitled to receive (i) all Base Salary and any amounts or other benefits payable pursuant to be paid any pension or employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided to by the Company in accordance with the terms thereof. In addition, all unvested stock options held by the Executive under this Agreement through on the Date of Termination shall continue to vest and become exercisable in accordance with the vesting schedule for such stock options then in effect, and each such stock option, together with any previously vested and unexercised stock options, shall be exercisable in accordance with their respective terms for a period of one (1) year following the date on which it becomes vested (or, in the case of any previously vested and unexercised options, one (1) year following the Date of Termination) or, (iiif earlier, until the then scheduled expiration date(s) of such options; provided, that such vesting shall discontinue immediately, and any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to unexercised options shall terminate and be cancelled immediately upon a breach by the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive 7 hereof or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length 's acceptance of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, employment with the date of such payment within such period determined by the Company in its sole discretionanother entity.

Disability. The 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 During any period that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), fails to perform the essential functions his duties hereunder as a result of his regular duties and responsibilities, with or without reasonable accommodation, incapacity due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected illness, the Executive shall continue to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in receive his Base Salary and any consecutive one hundred and eighty (180) day-period. If Annual Bonus until the Executive’s 's employment is terminated pursuant to this Section 9(c)8(b) hereof, or until the Executive terminates his employment pursuant to Section 8(d)(ii) hereof, whichever first occurs. If the Executive's employment is terminated by reason of his Disability, the Company shall pay to the Executive will any unpaid amounts of his Base Salary or Annual Bonus accrued prior to the date of such termination; and upon making such payments, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of such termination pursuant to Section 5(c)); provided, that the Executive shall also be entitled to receive (i) all Base Salary and any amounts or other benefits payable pursuant to be paid any pension or employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by the Company in accordance with the terms thereof. In addition, all unvested Awards, including but not limited to stock options and/or unvested restricted Company securities, held by the Executive on the Date of Termination shall continue to vest in accordance with the vesting schedule for such Awards then in effect, and upon vesting shall (x) in the case of stock options, become exercisable and (y) in the case of restricted Company securities, no longer be subject to forfeiture or any other conditions or restrictions on transfer. Moreover, each such stock option that vests pursuant to the Executive under this Agreement through preceding sentence, together with any previously vested and unexercised stock options, shall be exercisable in accordance with their respective terms for a period of one (1) year following the date on which it becomes vested (or, in the case of any previously vested and unexercised options, one (1) year following the Date of Termination) or, (iiif earlier, until the then scheduled expiration date(s) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable such options. Notwithstanding anything in this section to the contrary, all such vesting of Awards shall discontinue immediately, and any unexercised options shall terminate and be cancelled immediately upon a breach by the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive 7 hereof or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length 's acceptance of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, employment with the date of such payment within such period determined by the Company in its sole discretionanother entity."

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice to the Executive by If the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If terminates the Executive’s employment is terminated during the Employment Period because of the Executive’s Disability pursuant to this Section 9(c6(a)(ii)(A), (A) the Company shall pay to the Executive will be entitled to receive (i) all the Executive’s Base Salary and benefits to be paid or provided to the Executive under this Agreement due through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) all Accrued Benefits, if any, to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive is entitled as of the Date of Termination (at the time such benefits shall be paid in accordance with the provisions of the applicable arrangements), payments are due and (iii) the amount of any cash an annual bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and year of termination, based on actual full-year performance (with any individual factor being rated at one hundred percent (100%)), pro-rated to reflect the Executive’s spouse and dependents time of service for such year through the second anniversary of the Date of Termination; provided, howeverpayable at the time the Company pays bonuses to active employees, that but in any event, no later than March 15 of the calendar year following the year with respect to which such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs annual bonus is earned. The rights of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid with respect to the Executive’s no later than thirty (30) days following equity or equity-related awards shall be governed by the date applicable terms of the related plan or award agreement. In addition, with respect to all of the Executive’s Date outstanding equity awards granted on and after the Effective Date, unless the applicable award agreement provides for greater vesting acceleration on termination because of Terminationthe Executive’s Disability, upon the termination of the Executive’s employment because of the Executive’s Disability, (i) the Executive shall receive twelve (12) months of vesting acceleration on all of the Executive’s then-outstanding time-based equity awards or, if vesting is less frequent than annually, a pro rata portion in an amount determined by multiplying the total number of shares or units covered by the applicable award by a fraction where the numerator is the number of days that have elapsed from the most recent vesting date (or, if none, the grant date) and the denominator is the total number of days covered by the vesting schedule starting from the grant date and ending on the final scheduled vesting date, and (ii) with respect to the date Executive’s then-outstanding performance-based equity awards, the Executive shall be deemed to have satisfied the service-based component of such payment within awards and shall be eligible to receive a portion of each such period determined by award based on actual performance through the end of the applicable performance period, pro-rated to reflect the Executive’s actual service plus twelve (12) months during each performance period. Except as set forth herein, the Company in its sole discretionand Company Affiliates shall have no further obligations to the Executive under this Agreement upon Executive’s termination due to Disability pursuant to Section 6(a)(ii)(A) other than such obligations which by their terms continue following termination of the Executive’s employment.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of Company shall at all times have the right, upon written notice to the Executive by Executive, to terminate the Company (a “Notice of Termination”) in the event that Executive's employment hereunder, if the Executive is unableshall become entitled to benefits under the Company's Long Term Disability Plan as then in effect, or, if the Executive shall as determined by the independent members result of the Board of Directors (mental or any committee of the Board comprised solely of independent directors)physical incapacity, illness or disability, become unable to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) obligations hereunder for a period of ninety (90) consecutive days, or for a total of ninety (90) 180 days or more in any consecutive one hundred and eighty (180) day12-month period. If The Company shall have sole discretion based upon competent medical advice to determine whether the Executive’s employment is terminated Executive continues to be disabled. Upon any termination pursuant to this Section 9(c)5.2, the Company shall: (a) pay to the Executive will 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) of the Incentive Compensation, if any, for the 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 calculation of the Executive's Incentive Compensation, shall be entitled to receive based on: (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement portion of the Bonus Period through the Date end of Termination, the Bonus Period in which such termination occurs and (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid unaudited financial information prepared in accordance with 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: (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaidSection 4.1, and (ivy) health insurance benefits substantially commensurate with payment of compensation for unused vacation days that have accumulated during the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that calendar year in which such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretiontermination occurs.

Disability. The 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, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodationIf, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c)illness, the Executive will shall be entitled disabled so as to be unable to perform substantially all of his duties and responsibilities hereunder, the Holding Company, acting through its Board of Directors, may designate another executive to act in his place during the period of his disability. Notwithstanding any such designation, the Executive shall continue to receive his full salary and benefits under Section 3 of this Agreement until the earlier of (iX) the Expiration Date or (Y) the date on which he becomes eligible for disability income under the Employer's disability income plan (at which time the Executive shall be considered to be "Disabled"). While receiving disability payments under such plan, the Executive shall receive a salary from the Holding Company which when combined with the Executive's disability income payments will equal eighty (80%) percent of the Executive's prior salary from the Holding Company, and shall continue to participate in the Employers' benefit plans and to receive other benefits as specified in Section 3.2 until the Expiration Date, with all Base Salary and such benefits to be paid or provided to at the Executive under this Agreement through level in effect on, and at the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable same out-of-pocket cost to the Executive as of, the date of disability. In the absence of a disability income plan at the time of such disability, the Holding Company shall pay the Executive benefits equal to those the Executive would have received if the Holding Company's current disability plan were in effect at such time. Upon the Executive being able to return to full-time employment after being Disabled but before the expiration of the Date Term of Termination (such benefits Employment, the Executive shall be paid in accordance with offered an equivalent available position and otherwise be subject to the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to Nothing contained in clauses (i) and (iii) will be paid to this Section 11 shall preclude the Holding Company from terminating the Executive’s no later than thirty (30) days following the date 's employment without cause, subject to its payment of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company benefits as provided in its sole discretionSection 9.

Disability. The Executive’s If you should suffer a Permanent Disability at any time, the Company may terminate your employment pursuant to this Agreement may be terminated by delivery of hereunder upon ten (10) or more days' prior written notice to you. For purposes of this Agreement, a "Permanent Disability" shall be deemed to have occurred only when you are qualified for benefits under the Executive Company's Long Term Disability Insurance Policy. In the event of the termination of your employment hereunder by reason of Permanent Disability, the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (shall pay to you or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive your legal representative: (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program In conformity with regular payroll dates for salaried personnel of the Company applicable Company, an amount equal to the Executive as fifty percent (50%) of the Date base salary you were receiving at the date of Termination such termination under Paragraph 2A hereof (such benefits shall be paid in accordance with the provisions of the applicable arrangementsas adjusted by Paragraph 2B hereof), (iii) payable until you attain the amount age of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid65 or die, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Terminationwhichever occurs first; provided, however, that such continued benefits the amount payable under this Paragraph 9D(i) shall terminate on be reduced to the date extent of any payments made to you through any Company-sponsored group long term disability plan and also to the extent of any payments made to you under any other long term disability insurance policy (the "Supplemental LTD Policy") where the premiums for said Supplemental LTD Policy have either been paid by the Company or dates Executive receives substantially similar coverage and benefitsreimbursed to you by the Company. (ii) Any incentive compensation set forth in Paragraph 2C hereof earned in the fiscal year in which the termination of your employment occurs, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to which incentive compensation shall be determined on a coveragethe basis of the Company's operations through June 30 of such fiscal year, and shall be pro-by-coverage rated through the last day of your employment, and shall be paid within three (3) months of such June 30; (iii) Upon your attainment of age 65 or benefit-by-benefit basis); provided furtheryour death, that any continued health insurance benefits whichever occurs first, to the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Paragraph 2D with the first monthly payment beginning on the first day of the month immediately succeeding the month in which are provided you attained the age of 65 or died. The Company shall have no further obligation to you under this Agreement (including benefits under Section 9(m)) and you shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided have no further obligation to the Executive Company under this Agreement except as provided in Paragraph 12 and the Executive’s spouse or dependents pursuant to this AgreementParagraph 13 hereof. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.E.

Disability. The During any period (the “Disability Period”) that the Executive’s employment pursuant , due to this Agreement may Disability, fails to perform satisfactorily and continuously the duties assigned to him and the services to be terminated performed by delivery of written notice him hereunder, EDGEN shall continue to pay to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Annual Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (iias in effect at such time) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of Section 3.1 hereof, less any compensation payable to the Executive under the applicable arrangements)disability insurance plan(s) of EDGEN during such Disability Period. Thereafter, (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and if the Executive’s spouse employment hereunder is terminated pursuant to Section 4.1 hereof, EDGEN shall have no further obligations hereunder after the Termination Date other than the payment of (a) any Annual Base Salary accrued and dependents unpaid on the Termination Date; (b) any Annual Bonus accrued and unpaid on the Termination Date for the year prior to the year in which the Executive’s termination occurs; (c) any un-reimbursed business expenses or other payments incurred by the Executive prior to the Termination Date that are reimbursable under Section 3.4 above; (d) any accrued benefits or other amounts or benefits required to be paid or provided under any plan, program, policy, practice, contract or agreement of EDGEN or its affiliates according to their terms (the payments and benefits set forth in items (a) through (d) being hereinafter referenced as the second anniversary “Accrued Obligations”); (e) the Annual Base Salary (as in effect during the year of such termination) payable in accordance with EDGEN’s customary payroll practices (less any compensation payable to the Executive under the applicable disability insurance plan(s) of EDGEN), to commence on the first payroll immediately following the termination and extending for the twelve (12) month period immediately following the Termination Date; and (f) the Executive’s pro rata portion of the Date Annual Bonus due pursuant to Section 3.2 hereof (subject to satisfaction of Termination; providedany applicable performance criteria, however, that as determined in accordance with the applicable plan) for the year in which such continued benefits shall terminate on termination occurs (based upon the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs number of a subsequent employer (days during such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage year that the Executive or was employed (excluding any Disability Period) over 365 days), payable on the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents same date as such Annual Bonus would have been payable for such year pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to Section 3.2 hereof had the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionEmployment Term not been so terminated.

Disability. The 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 In the event that during the Executive is unable, as determined term of his employment by the independent members Corporation Executive shall become Disabled (as that term is hereinafter defined) he shall continue to receive the full amount of the Board of Directors (or any committee of the Board comprised solely of independent directors), base salary to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) which he was theretofore entitled for a period of ninety six months after he shall be deemed to have become Disabled (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-periodthe "First Disability Payment Period"). If the Executive’s employment is terminated pursuant First Disability Payment Period shall end prior to this Section 9(c)the Termination Date, the Executive will thereafter shall be entitled to receive salary at an annual rate equal to 80% of his then current base salary for a further period ending on the earlier of (i) all Base Salary and benefits to be paid six months thereafter or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits the Termination Date (including disability benefits) to which he is otherwise entitled under any plan, policy or program the "Second Disability Payment Period"). Upon the expiration of the Company applicable Second Disability Payment Period, Executive shall not be entitled to receive any further payments on account of his base salary until he shall cease to be Disabled and shall have resumed his duties hereunder and provided that the Corporation shall not have theretofore terminated this Agreement as hereinafter provided. The Corporation may terminate Executive's employment hereunder at any time after Executive as is Disabled, upon at least 10 days' prior written notice; PROVIDED, HOWEVER, that such termination shall not relieve the Corporation from its obligation to make the payments to Executive described above in this Paragraph 13. For the purposes of this Agreement, Executive shall be deemed to have become Disabled when (x) by reason of physical or mental incapacity, Executive is not able to perform his duties hereunder for a period of 90 consecutive days or for 120 days in any consecutive 180-day period or (y) when Executive's physician or a physician designated by the Corporation shall have determined that Executive shall not be able, by reason of physical or mental incapacity, to perform a substantial portion of his duties hereunder. In the event that Executive shall dispute any determination of his disability pursuant to clauses (x) or (y) above, the matter shall be resolved by the determination of three physicians qualified to practice medicine in the United States of America, one to be selected by each of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, Corporation and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits third to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including selected by the designated physicians. If Executive shall receive benefits under Section 9(m)) any disability policy maintained by the Corporation, the Corporation shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided deduct the amount equal to the benefits so received from base salary that it otherwise would have been required to pay to Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionas provided above.

Disability. The Executive’s employment pursuant to this Agreement (i) If, during the Employment Period, the Executive shall, in the good faith determination of the Company, experience Disability (as defined below), the Company may be terminated by delivery of written notice give to the Executive by the Company (a “Notice of Termination”Termination (as defined in Section 5(e) in setting out the event that Company’s intention to terminate this Agreement and the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties Executive’s employment. This Agreement and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated shall terminate upon the later of (A) receipt of such Notice of Termination by the Executive and (B) if applicable, the determination by a physician (as provided below) of the existence and extent of the Executive’s Disability (the “Disability Effective Date”), and the Executive shall (1) be paid all then accrued but unpaid Base Compensation, together with unreimbursed business expenses as of the Date of Termination required to be reimbursed by the Company pursuant to this Section 9(c4(f), the Executive will and (2) if eligible, be entitled to receive benefits under any long-term disability insurance plan of the Company covering the Executive then in effect. The Executive (iincluding the Executive’s spouse and dependents) all Base Salary and benefits shall continue to be paid or provided participate in the benefit plans of the Company (to the extent applicable and permitted by the terms thereof, and subject to payment of the Executive under this Agreement through contribution amounts associated with participation therein) during the twelve (12) month period immediately following the Date of Termination. In addition, (ii) the Executive shall be entitled to retain any vested grants in the Option or such other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the further options granted Executive as of the Date of Termination (such benefits shall be paid in accordance with the Company’s stock option plan as then in effect. Except as expressly provided above or as provided by non-waivable provisions of applicable law, all of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, Executive’s rights and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive obligations hereunder shall cease and the Executive’s spouse and dependents through the second anniversary be forfeited as of the Date of Termination; provided, howeverand the Executive shall have no further right or claim to any compensation, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided severance under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that or otherwise against the Executive or Company, from and after the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

Disability. The ExecutiveIn the event of the Employee’s employment termination by reason of Disability pursuant to this Agreement may be terminated by delivery of written notice Section 5.5, the Employee will continue to receive his Base Salary in effect immediately prior to the Executive by Termination Date and participate in applicable employee benefit plans or programs of the Company (a “Notice of Termination”on an equivalent basis to those employee benefit plans or programs provided under Section 6.4(a)(iv) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to lastbelow) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of TerminationTermination Date, (ii) any other unpaid benefits (including disability benefits) subject to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) offset dollar-for-dollar by the amount of any cash bonus related disability income payments provided to the Employee under any year ending before Company disability policy or program funded by the Date of Termination that has been earned but remains unpaidCompany, and the Company shall pay the Employee the following amounts in a lump sum within 30 days following the Termination Date: the sum of (iva) health insurance benefits substantially commensurate with the CompanyEmployee’s standard health insurance benefits for accrued but unpaid then current Base Salary through the Executive Termination Date, plus (b) either the (i) unpaid Actual Full Year Bonus Amount, if any, or (ii) the Deemed Full Year Bonus Amount, if applicable, plus (c) the Employee’s Deemed Pro Rata Bonus Amount, plus (d) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement, and the Executive’s spouse Company thereafter will have no further obligation to the Employee under this Agreement, other than for payment of any amounts accrued and dependents through the second anniversary vested under any employee benefit plans or programs of the Date Company and any payments or benefits required to be made or provided under applicable law. Notwithstanding any other provision of Terminationthis Agreement, on the Employee’s Termination on account of Disability, all granted but unvested long-term incentive awards shall immediately vest and any related restrictions shall be waived; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided unvested Appreciation Profits Interests will only vest to the Executive and extent the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses applicable performance condition is satisfied (i) and on the Termination Date, or (iiiii) will be paid within (x) six months following the Termination Date, if the Termination Date occurs prior to the Executive’s no later than thirty first anniversary of the Emergence Date, or (30y) 120 days following the date Termination Date, if the Termination Date occurs after the first anniversary of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionEmergence Date.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice If prior to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members expiration of the Board Term of Directors (or any committee of Employment, the Board comprised solely of independent directors)Senior Executive shall be prevented, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to during a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a continuous period of ninety (90) consecutive days, or for a total from performing his duties hereunder by reason of ninety (90) days or more “disability,” the Parent Corporation may terminate the Term of Employment and the employment of the Senior Executive, in any consecutive one hundred and eighty (180) day-period. If which event the Executive’s employment is terminated pursuant to this Section 9(c), the Senior Executive will be entitled to receive shall receive: (i) all his Base Salary and benefits to be paid or provided accrued to the date upon which any determination of disability shall have been made as hereinafter provided, and continuing until the date on which disability income payments commence under the Parent Corporation’s long term disability plan (or the beginning of Social Security disability income, if sooner), which Base Salary payment shall be reduced by the amount of any disability income payments the Senior Executive may receive in connection with such occurrence of disability under this Agreement through any policy or plan carried or maintained by or on behalf of the Date of TerminationParent Corporation and under which the Senior Executive is a beneficiary or participant, and (ii) any other accrued but unpaid benefits (including disability benefitsPerformance Bonus for fiscal year(s) to which he is otherwise entitled under any plan, policy or program of the Company applicable ending prior to the Executive as date of the Date of Termination (such benefits termination. Such payments shall be paid made to the Senior Executive in accordance with the provisions of the applicable arrangements)Parent Corporation’s normal payroll policies and schedule, (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s commencing no later than thirty (30) days following the date of such termination. For purposes of this Agreement, the ExecutiveSenior Executive shall be deemed to have become disabled when the Board, upon the diagnosis of a reputable, licensed physician of the Board’s Date of Terminationchoice, shall have determined that the Senior Executive shall have become unable to perform, with the date or without reasonable accommodation, his duties under this Agreement due to a physical or mental incapacity or to infirmity, provided that such incapacity shall have continued uninterrupted for a period of such payment within such period determined by the Company in its sole discretionnot less than ninety (90) days.

Disability. The If the Executive is unable to perform his duties under this Agreement because of a Total Disability, the Company may terminate the Executive’s employment pursuant to this Agreement may be terminated by delivery of giving written notice to the Executive. 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 Base Salary 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 Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, (a “Notice d) such retirement and other benefits earned and vested (if applicable) by the Executive as of Termination”the date of his termination under any employee benefit plan 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 is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to incurs a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) dayLong-period. If the Executive’s employment is terminated pursuant to this Section 9(c)Term Disability, the Executive will shall be entitled to receive (i) all an annual disability benefit equal to 75% of his Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of TerminationSalary, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid payable in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by Social Security disability benefits for and any other long-term disability benefits the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are is entitled to under COBRA any other Company-sponsored long-term disability plan or arrangements and any rights (including shall cease as of the length earliest of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (cessation of Long-Term Disability, death or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date attainment of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionhis Normal Retirement Date.

Disability. The In the event that, during the term of this Agreement Executive shall be prevented from performing his duties and responsibilities hereunder to the full extent required by the Company by reason of Disability (as defined below), this Agreement and Executive’s employment pursuant with the Company shall automatically terminate and the Company shall have no further obligations or liability to this Agreement may be terminated Executive or his heirs, administrators or executors with respect to compensation and benefits accruing thereafter, except for the obligation to pay Executive or his heirs, administrators or executors (1) any earned but unpaid Base Salary, unpaid pro rata Annual Bonus for the current year through the date of termination of employment, reimbursement of any and all reasonable expenses paid or incurred by delivery of written notice Executive in connection with and related to the Executive by performance of his duties and responsibilities for the Company during the period ending on the termination date and (2) any accrued but unused vacation time through the termination date in accordance with Company policy (other than any limits on carry-over of vacation accruals that conflict with Section 10). The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions through the last date of Executive’s employment with the Company. In addition, Executive shall be entitled to COBRA Premium Reimbursements. For purposes of this Agreement, “Disability” shall mean a “Notice of Termination”) in physical or mental disability that prevents the event that the Executive is unable, as determined performance by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilitiesExecutive, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) of his duties and responsibilities hereunder for a period of ninety not less than an aggregate of three (903) months during any twelve (12) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Terminationmonths; provided, however, that such continued benefits shall terminate on the date or dates if Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, is a qualified person with a disability under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage Americans With Disabilities Act or benefit-by-benefit basis); provided furtherapplicable state law, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided Company will make reasonable accommodations to the known physical or mental limitations of Executive and including, but not limited to, consideration of whether extending the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such three month period determined by the Company in its sole discretionwould constitute a reasonable accommodation.

Disability. The 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, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), unable to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness Disability that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-day period. “Disability” means a physical or mental impairment 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), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements)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 any year such Fiscal Year ending before the Date of Termination that has the Executive would have otherwise been earned but remains unpaidentitled to had Executive not terminated, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits amount of any target cash bonus for the Executive and the Executive’s spouse and dependents through the second anniversary of Fiscal Year in which the Date of Termination; providedTermination occurs, however, that such continued benefits shall terminate pro-rated based on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under portion of the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage applicable Fiscal Year that the Executive or worked for the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this AgreementCompany. The amounts referred to in clauses (i) and 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 clause (iv) will be paid to the Executive’s no later than thirty Executive within sixty (3060) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

Disability. The Executive’s employment In the event of the Employee's termination by reason of Disability 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, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c)5.5, the Executive Employee will be entitled continue to receive (i) all his Base Salary and benefits participate in applicable employee benefit plans or programs of the Related Parties (on an equivalent basis to be paid or provided to the Executive under this Agreement Section 6.4(a)(iv) below) through the Date of TerminationTermination Date, (ii) any other unpaid benefits (including disability benefits) subject to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) offset dollar-for-dollar by the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be disability income payments provided to the Executive 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 the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid was established prior to the Executive’s no later than date the Employee incurred a Disability, and will receive the amount of (a) the Employee's accrued but unpaid Base Salary through the Termination Date paid in a lump sum within thirty (30) days following the date Termination Date (or, if earlier, as required by applicable law), (b) any accrued but unpaid Bonus paid in a lump sum, which Bonus will be payable at such time as the bonuses of other executive officers of the Executive’s Date of Termination, Company are payable in accordance with the date terms of the applicable Employee Bonus Plan, (c) the Employee's Pro-Rata Bonus paid in a lump sum, payable at such payment within such time as bonuses for the annual period determined by are paid to other executive officers of the Company in its sole discretionaccordance with the terms of the applicable Employee Bonus Plan, and (d) any other amounts that may be reimbursable by the Employer to the Employee as expressly provided under this Agreement paid in a lump sum within thirty (30) days following the Termination Date, and the Employer thereafter will have no further obligation to the Employee under this Agreement, other than for payment of any amounts accrued and vested under any employee benefit plans or programs of the Related Parties in accordance with the terms of such plans or programs and any payments or benefits required to be made or provided under applicable law.

Disability. The Executive’s employment pursuant If the Executive is unable to perform his duties under this Agreement because of a Total Disability, the Company may be terminated terminate the Executive's employment by delivery of giving written notice to the Executive. 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 Base Salary 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 Incentive Bonus Payment for the year of termination multiplied by (ii) a fraction, the numerator of which is the number of completed days in the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, and (a “Notice d) such retirement and other benefits earned and vested (if applicable) by the Executive as of Termination”) the date of his termination under any employee benefit plan of the Company in which the Executive participates, including without limitation all vested benefits 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. In the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to incurs a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c)Total Disability, the Executive will shall be entitled to receive (i) all an annual disability benefit equal to 75% of his Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of TerminationSalary, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid payable in accordance with the provisions of the applicable arrangements)Company's normal payroll practices, (iii) the amount of provided that all payments under this provision shall be reduced dollar-for-dollar by Social Security disability benefits and any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance other long-term disability benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are is entitled to under COBRA any other Company-sponsored long-term disability plan or arrangements and any rights (including shall cease as of the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date earliest of the Executive’s Date 's cessation of TerminationTotal Disability, with the date death or attainment of such payment within such period determined by the Company in its sole discretionhis Normal Retirement Date.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of Company shall at all times have the right, upon written notice to the Executive by Executive, to terminate the Company (a “Notice Term of Termination”) in the event that Employment, if the Executive is unableshall as the result of mental or physical incapacity, as determined by the independent members of the Board of Directors (illness or any committee of the Board comprised solely of independent directors)disability, become unable to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or Executive's obligations hereunder for a total of ninety (90) 180 days or more in any consecutive one hundred and eighty (180) day12-month period. If The Company shall have sole discretion based upon advice of a 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 such purpose (if requested by the Company) then the Company may terminate the Executive’s 's employment is terminated if the Executive shall become entitled to benefits under the Company's disability plan as then in effect. Upon any termination pursuant to this Section 9(c)5.2, the Executive will be entitled to receive Company shall (i) all Base Salary and benefits to be paid or provided pay to the Executive under this Agreement any unpaid Base Salary through the Date effective date of Terminationtermination specified in such notice, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable pay to the Executive as the Executive's accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of termination of the Date of Termination (such benefits shall be paid in accordance Executive's employment with the provisions of the applicable arrangements)Company, (iii) continue to pay the Executive through the later of (x) the date which is three (3) months after the termination but no later than the Expiration Date), or (y) three (3) months from the date of termination (the "Continuation Period"), an amount equal to the Base Salary the Executive was receiving at the time of any cash bonus related the Executive's Disability, such amount to any year ending before be paid in the Date of Termination that has manner and at such times as the Base Salary otherwise would have been earned but remains unpaidpayable to the Executive, and (iv) health 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 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 substantially commensurate available to the Executive to be reduced or eliminated) following the termination of the Executive's employment with the Company’s standard health insurance benefits for , in the Executive manner and at such times as the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date compensation or dates Executive receives substantially similar coverage and benefits, without waiting period Benefits otherwise would have been payable or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive, provided that the amounts payable to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in the foregoing clauses (i) and through (iiiiv) will shall be reduced by the amount actually paid to the Executive’s Executive pursuant to the disability insurance referred to in Section 4.2 hereof. The Company shall have no later further liability hereunder (other than thirty (30) days following for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the Executive’s Date provisions of Termination, with the date of such payment within such period determined by the Company in its sole discretionSection 4.1).

Disability. The 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, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), unable to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness Disability that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-day period. “Disability” means a physical or mental impairment 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), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements)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 any year such Fiscal Year ending before the Date of Termination that has the Executive would have otherwise been earned but remains unpaidentitled 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 (ivv) health insurance benefits substantially commensurate with notwithstanding anything to the Company’s standard health insurance benefits for contrary in any equity incentive plan or agreement or the Executive related award agreements, all options, restricted stock awards, restricted stock unit awards and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; providedany other equity awards (other than Performance Units), however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided then outstanding, to the Executive and the Executive’s spouse or dependents pursuant to this Agreementextent not then vested, shall vest immediately. The amounts referred to in clauses (i) and through (iii) above will be paid to the Executive’s no later than thirty Executive when the same would have been paid to the Executive (30whether or not the Term will have expired during such period), and the amount referred to in clause (iv-v) will be paid or vested within sixty (60) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

Disability. The (a) During the Term of Employment, as well as during the Severance Period, Executive shall be entitled to disability coverage as described in this Section 8(a). In the event Executive becomes disabled, as that term is defined under the Company’s Long-Term Disability Plan, Executive shall be entitled to receive pursuant to the Company’s Long-Term Disability Plan or otherwise, and 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 (A) Executive’s employment pursuant attainment of age 65 or (B) Executive’s commencement of retirement benefits from the Company in accordance with Section 10(f) below. If (i) Executive ceases to this Agreement be disabled during the 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 be terminated elect to resume such position by delivery of written notice to the Executive by Company within 15 days after the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-perioddelivers its request. If the Executive’s employment is terminated pursuant to this Section 9(c)he resumes such position, the Executive will he shall thereafter be entitled to receive (i) all his Base Salary and benefits 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 paid or provided to disabled during the Executive under this Agreement through the Date Term of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid Employment and does not resume his position in accordance with the provisions preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) as of the applicable arrangements)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, (iiihe shall be treated as if his employment was terminated Without Cause pursuant to Section 10(c) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary as of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits ceases to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretiondisabled.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice If Executive becomes disabled (as defined below) prior to the Executive by termination of his active employment or the Company non-renewal of this Agreement, he will be entitled to apply at his option for the Company's long-term disability benefits. If he is accepted for such benefits, then the terms and provisions of the Company's benefit plans and the programs (a “Notice of Termination”including the Company's Stock Option and Restricted Stock Plans) that are applicable in the event of such disability of an employee shall apply in lieu of the salary and benefits under this Agreement, except that he will be entitled to the lifetime group insurance benefits described in paragraph 10. If Executive is unable, disabled so that he cannot perform his duties (as reasonably determined by the independent members Human Resources Committee (HRC)), then the Company may terminate his duties under this Agreement. For purposes of this Agreement, disability will be the Board inability of Directors (Executive, with or any committee of the Board comprised solely of independent directors)without reasonable accommodation, to perform the essential functions of his regular duties and responsibilitiesthe job. In such event, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted he will receive eighteen (or can reasonably be expected to last18) for a period of ninety months salary continuation (90) consecutive days, or for a total of ninety (90) days or more in offset by any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and long term disability benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under entitled), together with all other benefits, and during such period of salary continuation any stock options and restricted stock grants then in existence will continue in force for vesting purposes. Executive, if disabled, shall also be eligible for lifetime health benefits as if he has completed the eligibility requirements of paragraph 10 and at the rates set forth in paragraph 10. However, during such period of salary continuation for disability, Executive will not be eligible to participate in the annual bonus plan, policy nor will he be eligible to receive stock option or program restricted stock grants or any other long-term incentive awards except to the extent approved by the HRC. After the eighteen (18) months of salary continuation has expired, per plan documents, fifty percent (50%) of any remaining unvested annual options, if any, will vest and the other fifty percent (50%) of the Company applicable unvested annual options will terminate. All PTO will also be paid out. If Executive becomes disabled during the Salary Continuation Period, he will be entitled only to the Executive as of the Date of Termination (such salary and benefits shall be paid described in accordance with the provisions of the applicable arrangements)paragraphs 6 and 10 above, (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to periods set forth in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionthose respective paragraphs.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of Company shall at all times have the right, upon written notice to the Executive by Executive, to terminate the Company (a “Notice Term of Termination”) in the event that Employment, if the Executive is unableshall as the result of mental or physical incapacity, as determined by the independent members of the Board of Directors (illness or any committee of the Board comprised solely of independent directors)disability, become unable to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or Executive's obligations hereunder for a total of ninety (90) 180 days or more in any consecutive one hundred and eighty (180) day12-month period. If The Company shall rely upon a certification performed by the Company's disability insurer or by a physician jointly chosen by the Executive’s 's doctor and the Company's 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 such purpose (if requested by the Company) then the Company may terminate the Executive's employment is terminated if the Executive shall become entitled to benefits under the Company's disability plan as then in effect. Upon any termination pursuant to this Section 9(c)5.2, the Executive will be entitled to receive Company shall (i) all Base Salary and benefits to be paid or provided pay to the Executive under this Agreement any unpaid Base Salary through the Date effective date of Terminationtermination specified in such notice, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable pay to the Executive as the Executive's accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of termination of the Date of Termination (such benefits shall be paid in accordance Executive's employment with the provisions of the applicable arrangements)Company, (iii) continue to pay the Executive through the date which is six (6) months after the termination (but no later than the Expiration Date) (the "Continuation Period"), an amount equal to the Base Salary the Executive was receiving at the time of any cash bonus related the Executive's Disability, such amount to any year ending before be paid in the Date of Termination that has manner and at such times as the Base Salary otherwise would have been earned but remains unpaidpayable to the Executive, and (iv) health 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 applicable insurance and other benefit programs of the Company then in effect 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 substantially commensurate available to the Executive to be reduced or eliminated) following the termination of the Executive's employment with the Company’s standard health insurance benefits for , in the Executive manner and at such times as the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date compensation or dates Executive receives substantially similar coverage and benefits, without waiting period Benefits otherwise would have been payable or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive, provided that the amounts payable to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in the foregoing clauses (i) and through (iiiiv) will shall be reduced by the amount actually paid to the Executive’s Executive pursuant to the disability insurance referred to in Section 4.2 hereof. The Company shall have no later further liability hereunder (other than thirty (30) days following for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the Executive’s Date provisions of Termination, with the date of such payment within such period determined by the Company in its sole discretionSection 4.1).

Disability. The Executive’s employment pursuant In the event the Participant ceases to this Agreement may be terminated by delivery perform services of written notice any kind for the Company or any of its Subsidiaries or Affiliates due to permanent and total disability, the Participant, or his guardian or legal representative, shall have the unqualified right to exercise the vested portion of the Option, to the Executive by extent not previously exercised or expired, as of the Company first date of permanent and total disability (a “Notice of Termination”) as determined in the event that the Executive is unable, as determined by the independent members sole discretion of the Board of Directors (or any committee of the Board comprised solely of independent directorsBoard), to perform at any time within one year after the essential functions first date of his regular duties permanent and responsibilitiestotal disability, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is unless earlier terminated pursuant to this Section 9(c)its terms, the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on in no instance may the date or dates Executive receives substantially similar coverage and benefitsterm of the Option, without waiting period or pre-existing condition limitationsas so extended, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following exceed the date of expiration set forth in Section 1(c), above. Notwithstanding the Executive’s Date previous sentence, if the first date of Terminationpermanent and total disability is within the Restriction Period, with the Option shall be exercisable within one year after the expiration of the Restriction Period, unless the Option is otherwise earlier terminated or expired pursuant to its terms, provided, however, that in no instance may the term of the Option, as so extended, exceed the date of expiration set forth in Section 1(c) above. For purposes of this Agreement, the term “permanent and total disability” shall have the same meaning as the term “Permanently Disabled” as defined in Section 4.2 in the Employment Agreement. In addition to the vested and exercisable portion of the Option on the first date of permanent and total disability, that portion of the Option that would have vested, absent such payment permanent and total disability, during the remainder of the calendar year of such first date of permanent and total disability shall immediately vest; but, such vested portion of the Option will automatically terminate and not be exercisable unless exercised within 120 days after the first date of permanent and total disability, except that, if the first date of permanent and total disability is within the Restriction Period, such 120-day period determined by shall not commence until the Company end of such Restriction Period. That portion of the Option that vests pursuant to the preceding sentence, and the underlying common stock (upon exercise of such portion of the Option), shall continue to be subject to the Lock-Up Agreement. Notwithstanding the foregoing, in its sole discretionno instance may the term of such portion of the Option exceed the date of expiration set forth in Section 1(c) above.

Disability. The Executive’s employment (i) During any period of disability, illness or incapacity during the term of this Agreement which renders the Executive at least temporarily unable to perform the services required under this Agreement, the Executive shall receive the Base Salary payable under Section 3(a) of this Agreement plus any cash bonus compensation earned pursuant to this Agreement may be terminated the provisions of any incentive compensation plan then in effect but not yet paid, less any cash benefits received by delivery of written notice him under any disability insurance carried by or provided by the Company. Upon the Executive's "Permanent Disability" (as defined below), which permanent disability continues during the payment periods specified herein, the Company shall pay to the Executive for the period of time specified below an amount (the "Disability Payment") equal to the (i) sum of (A) the Base Salary, paid in the same monthly or other periodic installments as in effect at the time of the Executive's Permanent Disability plus (B) an equal monthly pro rata portion of an amount of cash equal to the target level of the annual cash bonus payable to the Executive under the Company's Management Incentive Compensation Plan as described on Exhibit A or any similar bonus or incentive plans or programs then in effect (the "MICP Target Amount"), which MICP Target Amount shall be paid in pro rata equal monthly installments over the period of time specified below (ii) reduced by the amount of any monthly payments under any policy of disability income insurance paid for by the Company (a “Notice of Termination”) in which payments are received during the event that time when any Disability Payment is being made to the Executive is unablefollowing the Executive's Permanent Disability. For so long as the Executive's Permanent Disability continues, as determined the Disability Payment shall be paid by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), Company to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will at the same time or times as would have been the case for payment of Base Salary over the unexpired term of this Agreement if the Executive had not become permanently disabled and had remained employed by the Company hereunder, but in no case shall such period exceed 24 months. The Executive may be entitled to receive (i) all Base Salary and benefits to payments under any disability income insurance which may be paid carried by or provided by the Company from time to time. Upon "Permanent Disability" (as that term is defined in Section 7(b)(ii) below) of the Executive, except as provided in this Section 7(b), all rights of the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)than rights already accrued) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionterminate.

Disability. The Executive’s employment pursuant If due to illness, physical or mental disability, or other incapacity, Executive shall fail to perform the duties required by this Agreement during any four (4) consecutive months during the Term of this Agreement, the Company may be terminated by delivery of terminate this Agreement upon thirty (30) days written notice to the Executive. In such event, Executive by the Company shall receive (a “Notice of Termination”A) in the event that the Executive is unable, as determined by the independent members all accrued but undistributed amounts of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement Distribution through the Date effective date of Terminationtermination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid distributable in accordance with the provisions of Section 3(a) above; (B) a termination distribution in an amount equal to the applicable arrangements), sum of (iiix) one (1) times the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaidBase Distribution then applicable, and plus (ivy) health insurance benefits substantially commensurate with one (1) times the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary average of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided amounts distributable to the Executive and the Executive’s spouse or dependents pursuant to the provisions of Section 3(b) hereof for the two (2) calendar years immediately preceding the calendar year in which the effective date of the termination of this Agreement. The Agreement occurs (the sum of the amounts referred to in clauses determined by adding subsection (ix) and (iiiy) will is in the aggregate hereinafter referred to as the "Normal Termination Distribution"), and the Normal Termination Distribution shall be paid to the Executive’s no later than distributable within thirty (30) days of the effective date of termination; and (C) any vested benefits or amounts pursuant to Sections 3(d), 3(e), 3(f), 3(g) and 4 hereof through the effective date of termination, distributable in accordance with the provisions of any such plan(s). In addition, the Executive and his eligible dependents shall be entitled to receive (x) the health insurance benefits specified in Section 3(d)(1) above for a period of twelve (12) months (the "Company Continuation Period") following the effective date of termination and following such time period, the Executive shall be entitled to all rights afforded to him under COBRA to purchase continuation coverage of such health insurance benefits for himself and his dependents for the maximum period permitted by law and (y) the life insurance benefits specified in Section 3(g) above for a period of twelve (12) months following the date of termination. With respect to subsection (x) of the preceding sentence, to the extent required by applicable law, Executive shall be deemed to have elected to exercise his rights under COBRA as of the first day of the Company Continuation Period. This Section 5(a)(iii) shall not limit the entitlement of the Executive’s Date of Termination, with the date of such payment within such period determined his estate or beneficiaries to any disability or other benefits available to Executive under any disability insurance or other benefits plan or policy that is maintained by the Company in its sole discretionfor Executive's benefit.

Disability. The Executive’s employment If the Employee becomes entitled to benefits under the terms of the then-current disability plan, if any, of the Company or the Bank (the "Disability Plan") or becomes otherwise unable to fulfill his duties under this Agreement, he shall be entitled to receive such group and other disability benefits, if any, as are then provided by the Company or the Bank for executive employees. In the event of such disability, this Agreement shall not be suspended, except that (i) the obligation to pay the Salary to the Employee shall be reduced in accordance with the amount of disability Timberland Employment Agreement - 8 income benefits received by the Employee, if any, pursuant to this Agreement may be terminated paragraph such that, on an after-tax basis, the Employee shall realize from the sum of disability income benefits and the Salary the same amount as he would realize on an after-tax basis from the Salary if the obligation to pay the Salary were not reduced pursuant to this Section 7(f); and (ii) upon a resolution adopted by delivery a majority of written notice to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent disinterested members of the Board of Directors (or any committee the Committee, the Company and the Bank may discontinue payment of the Board comprised solely of independent directors), Salary beginning six months following a determination that the Employee has become entitled to perform benefits under the essential functions of Disability Plan or otherwise unable to fulfill his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-periodunder this Agreement. If the ExecutiveEmployee’s employment is terminated pursuant to disability does not constitute a disability within the meaning of Section 409A, then payments under this Section 9(c), 7(f) shall not commence until the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program earlier of the Company applicable to Employee’s death or the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second sixth month anniversary of the Date Employee’s Separation from Service, with any delayed payments being made with the first permissible payment. If the Employee’s disability does not constitute a disability within the meaning of Termination; providedSection 409A, howeverand the Employee is a “specified employee” within the meaning of Section 409A, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided then payments under this Agreement (including benefits under Section 9(m)7(f) shall run concurrently not commence until the earlier of the Employee’s death or the sixth month anniversary of the Employee’s Separation from Service, with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, delayed payments being made with the date of such payment within such period determined by the Company in its sole discretionfirst permissible payment.

Disability. The If Executive becomes Substantially Disabled (as hereinafter defined) while employed by Park and its affiliates, then Park shall pay to Executive either the Full Benefit (if Executive becomes Substantially Disabled on or after the Full Vesting Date) or the Limited Benefit (if Executive becomes Substantially Disabled prior to the Full Vesting Date) annually, until the Executive’s employment pursuant death, in accordance with subsection (a) above. If the Limited Benefit applies, Park shall pay to Executive the Limited Benefit (as hereinafter defined) until the Executive’s death, payable annually beginning on the Payment Commencement Date, and on each anniversary of the Payment Commencement Date, and thereafter until the Executive’s death. For the purposes of this Agreement may Agreement, the “Limited Benefit” shall be terminated by delivery of written notice the amount set forth on Exhibit A corresponding to the calendar year in which Executive became Substantially Disabled. For purposes of this Agreement, Executive shall be considered “Substantially Disabled” if Executive (i) is unable to engage in any substantial gainful activity by the Company (a “Notice reason of Termination”) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or impairment which can reasonably be expected to lastresult in death or can be expected to last for a continuous period of not less than 12 months or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of ninety (90) consecutive days, or for a total not less than 3 months under an accident and health plan covering Park’s employees. The determination of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment whether Executive is terminated pursuant to this Section 9(c), the Executive will be entitled to receive “Substantially Disabled” under clause (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits above shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date made by a licensed physician selected by Park or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionaffiliates.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by By delivery of written notice thirty (30) days in advance to the Executive, the Employer may terminate the Executive’s employment and this Agreement if the Executive is disabled and the Executive shall receive any sums due to him as Base Salary and reimbursement of expenses through the date of his termination. The Employer shall also pay to the Executive by an amount equal to Average Monthly Compensation (as defined for purposes of Section 4.1 of this Agreement) for each full month following such termination until the Company later of the month prior to the month for which the Executive’s long-term disability benefits become payable or six (a “Notice 6) months commencing with the month following the month in which the date of Termination”) in the event that termination occurs. For purposes of this Agreement, the Executive shall be considered disabled if: (i) he is unable, as determined unable to engage in any substantial gainful activity by the independent members reason of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or impairment which can reasonably be expected to lastresult in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) he is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not les than twelve (12) months, receiving income replacement benefits for a period of ninety not less than three (903) consecutive daysmonths under an accident and health plan covering employees of the Employer. Medical determination of a disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees of the Employer. Upon the request of the Employer, the Executive must submit proof of the Social Security Administration’s or for the provider’s determination. The Executive shall not be considered disabled, however, if the Executive returns to work on a total of ninety full-time basis within thirty (9030) days or more in any consecutive one hundred and eighty (180) day-periodafter the Employer gives notice of termination due to disability. If the Executive is terminated by either of the Corporation or the Bank because of disability, the Executive’s employment is terminated pursuant with the other shall also terminate at the same time. During the period of incapacity leading up to the termination of the Executive’s employment under this Section 9(c)provision, the Executive will be entitled Employer shall continue to receive (i) all pay the full Base Salary at the rate then in effect and all perquisites and other benefits to be paid (other than bonus) until the Executive becomes eligible for benefits under any disability plan or insurance program maintained by the Employer, provided that the amount of the payments by the Employer to the Executive under this Agreement through Section 3.1(b) shall be reduced by the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program sum of the Company applicable amounts, if any, payable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and same period under any disability benefit or pension plan covering the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

Disability. The (a) During the Term of Employment, as well as during the Severance Period, Executive shall be entitled to disability coverage as described in this Section 8(a). In the event Executive becomes disabled, as that term is defined under the Company’s Long-Term Disability Plan, Executive shall be entitled to receive pursuant to the Company’s Long-Term Disability Plan or otherwise, and 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 (A) Executive’s employment pursuant attainment of age 65 or (B) Executive’s commencement of retirement benefits from the Company in accordance with Section 10(f) below. If (i) Executive ceases to this Agreement be disabled during the 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 be terminated elect to resume such position by delivery of written notice to the Executive by Company within 15 days after the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-perioddelivers its request. If the Executive’s employment is terminated pursuant to this Section 9(c)he resumes such position, the Executive will he shall thereafter be entitled to receive (i) all his Base Salary and benefits 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 paid or provided to disabled during the Executive under this Agreement through the Date Term of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid Employment and does not resume his position in accordance with the provisions preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) as of the applicable arrangements)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, (iiihe shall be treated as if his employment was terminated Without Cause pursuant to Section 10(c) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary as of the Date of Terminationdate Executive ceases to be disabled; provided, however, that such continued benefits if a Change in Control shall terminate on 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 or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits ceases to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretiondisabled.

Disability. The 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”) or to the Company by the Executive in the event that (i) the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), becomes unable to perform the essential functions his duties as set forth in Section 3 by reason of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted or accident for any six (or can reasonably be expected to last) for a period of ninety (906) consecutive days, month period or (ii) the Company receives written opinions from both a physician for the Company and a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-periodphysician for the Executive that the Executive will be so disabled. If In the event the Executive’s employment is terminated pursuant to this Section 9(c10(c), the Executive will shall be entitled to receive (iA) all Base Salary and benefits to be paid or provided the Accrued Obligations, (B) to the Executive under this Agreement through extent applicable, an amount equal to the Date of TerminationPro Rata Bonus, and (iiC) any other unpaid Disability benefits (including disability benefits) arrangements available to which he is otherwise entitled under any plan, policy or program senior executive officers of the Company applicable to the Executive generally, as of in effect on the Date of Termination (such benefits as defined in Section 10(h) hereof). All of the payments required to be paid pursuant to this Section 10(c) shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of 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 continued benefits shall terminate on the date or dates Executive receives substantially similar coverage payments, if any, and benefitsprovided, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance 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 Section 10(c), all of the Executive’s options to purchase shares of capital stock of the Company which are provided under unvested 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 Agreement (including benefits under Section 9(m10(c)) shall run concurrently with any continuation coverage that , all of the Executive’s options to purchase capital stock of the Company which are vested as of the Date of Termination or become vested pursuant to the immediately preceding sentence may be exercised by the Executive within the earlier of (i) the tenth anniversary of the date the options were granted or (ii) one (1) year following the Date of Termination and 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 exercise price and dependents are entitled withholding tax obligations having withheld a number of option shares that have a fair market value equal to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionobligations).

Disability. The Executive’s employment pursuant Company may terminate the Employment Term if ---------- Executive is unable substantially to this Agreement may be terminated by delivery of written notice perform his duties and responsibilities hereunder to the Executive full extent required by the Company Board by reason of illness, injury or incapacity for six consecutive months, or for more than nine months in the aggregate during any period of 12 calendar months (a “Notice "Disability"); provided, however, that the Company shall continue to pay Executive his Base Salary until the Company acts to terminate the Employment Term and Executive shall be entitled to all Restricted Stock and Options that are vested as of Termination”) the date of such termination. In addition, in the event that Executive executes a written release in connection with such termination (such release to be effective only if the Executive is unable, Company executes such release) substantially in the form attached hereto as determined by Annex I (the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors"Release"), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will shall be entitled to receive (i) all Base Salary and benefits to upon the achievement of the Company's performance targets for such year, a pro rata portion of the incentive compensation Executive would have received under the plans described in Section 1.7(b) for the year in which such termination occurred, which amounts shall be paid or provided to payable in accordance with the Executive under this Agreement through terms of the Date of Terminationapplicable plan, (ii) any other unpaid benefits (including disability benefits) all deferred incentive compensation earned by Executive with respect to prior years, which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits amounts shall be paid payable at the Company's option either in a lump sum within 30 days of termination or in accordance with the provisions terms of the applicable arrangements)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 amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaidCompany then in effect, and (iv) health insurance benefits substantially commensurate 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 Company’s standard health insurance benefits for the Executive Release, all unvested shares of Restricted Stock and the Executive’s spouse and dependents through the second anniversary Tranche A of the Date Option shall automatically become 100% vested upon termination of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents Employment Term pursuant to this Section 5.1. The Company shall have no further liability or obligation to Executive for compensation under this Agreement. The amounts referred to in clauses (i) In the event of any dispute under this Section 5.1 and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period extent determined by the Company in its sole discretionBoard 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. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice to the Executive by the Company or to the Company by the Executive (a “Notice of Termination”) in the event that the Executive is unable, as reasonably determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors)Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, responsibilities due to a medically determinable physical or mental illness or injury that has lasted (or can reasonably be expected to last) for a period of ninety six (906) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-periodmonths. If In the event the Executive’s employment is terminated pursuant to this Section 9(c)4.4, the Executive will shall be entitled to receive receive, when the same would have been paid to the Executive, (i) all any unpaid Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) an amount equal to the pro rata portion of the average of Executive’s annual bonus(es) or award(s) for the prior three (3) fiscal years pursuant to any cash bonus plan maintained by the Company (other than the LTCP) in respect of the fiscal years preceding the Date of Termination, payable over the twelve (12) 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 (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 Executive as of the Date of Termination (such benefits shall be paid Termination, in accordance with the provisions terms of such plan, policy or program. In 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 applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaidCompany, and (iv) health insurance benefits substantially commensurate with all then outstanding restricted shares of stock and restricted stock units of the Company’s standard health insurance benefits for Company held by the Executive and any such options shall remain exercisable until the Executive’s spouse and dependents through earlier of (x) the second anniversary of the Date of Termination; provided, however, 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 such continued benefits shall terminate on is outstanding (whether vested or unvested) as of the date or dates Executive receives substantially similar coverage hereof and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits that is intended to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits qualify as an “incentive stock option” under Section 9(m)) shall run concurrently with 422 of the Code. For the avoidance of doubt, settlement of any continuation coverage that restricted stock units, the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length vesting of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents 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 applicable award agreement regarding such units. The amounts referred to in clauses (i) and (iii) will be paid Anything to the Executive’s no later than thirty (30) days following contrary herein notwithstanding, the date vesting of any performance share units or performance-based restricted stock or restricted stock unit awards shall vest according to the terms of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionapplicable award agreement.

Disability. The 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, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, and other than during a Window Period in which event the provisions of Section 4(a) shall govern and the Executive shall be entitled to the amounts and benefits set forth therein, this Agreement shall terminate and the Company shall be obligated to pay to the Executive, the greater of (i) such benefits as would be provided to Executive under the Existing Agreement or (ii)(A) the payment of the Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination), (B) the payment of an amount equal to the Annual Salary that would have been paid to the Executive pursuant to this Section 9(c), Agreement for the Executive will be entitled to receive period beginning on the Date of Termination and ending on the first anniversary thereof if the Executive’s employment had not terminated by reason of Disability (i) all Base Salary and benefits to which shall be paid or provided to the Executive under this Agreement through in a lump sum in cash within 30 days of the Date of Termination), (C) the timely payment or provision of the Welfare Benefit Continuation and Other Benefits and (D) effective as of the Date of Termination, (iix) immediate vesting and exercisability of, and termination of any restrictions on sale or transfer (other unpaid benefits than any such restriction arising by operation of law) with respect to, each and every Compensatory Award outstanding as of a time immediately prior to the Date of Termination, (including disability benefitsy) to which he is otherwise entitled under any plan, policy or program the extension of the Company applicable to term during which each and every Compensatory Award may be exercised or purchased by the Executive as until the earlier of (I) the third anniversary of the Date of Termination or (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iiiII) the amount of date upon which the right to exercise or purchase any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for Compensatory Award would have expired if the Executive and had continued to be employed by the Executive’s spouse and dependents through Company under the terms of this Agreement until the second anniversary of the Employment Effective Date and (z) at the sole election of Termination; providedExecutive, howeverin exchange for any Compensatory Award that is either denominated in or payable in Common Stock, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided an amount in cash equal to the Executive and excess of (I) the Executive’s spouse Highest Price Per Share over (II) the exercise or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Terminationpurchase price, with the date if any, of such payment within such period determined by the Company in its sole discretionCompensatory Award.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice If prior to the Executive by expiration of the Company (a “Notice Term of Termination”) in the event that Employment, the Executive is unableshall be prevented, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to during a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a continuous period of ninety (90) consecutive daysdays (the “Disability Period”), from performing his duties by reason of “disability,” the Company may terminate this Agreement, in which event the Executive shall receive: (i) his Base Salary accrued to the date upon which any determination of disability shall have been made as hereinafter provided, which Base Salary payment may be reduced by the amount of any disability income payments the Executive may receive in connection with such occurrence of disability during the Disability Period under any policy or plan carried or maintained by or on behalf of the Company and under which the Executive is a beneficiary or participant, and (ii) any Bonus that would have been payable at the time of such termination for disability pursuant to Section 3(b). The Executive shall continue to have the right to receive the greater of his Current Benefits, or benefits, if any, under any Company Plans, but only in accordance with the terms of such plan or policy as they apply to persons whose employment has been terminated as a result of an employee’s permanent disability. Such payment shall be made to the Executive within five days of the end of the Disability Period, except for payment of the current fiscal year Bonus which shall be made at the end of the fiscal year in which the Disability Period arose. For purposes of this Agreement, the Executive shall be deemed to have become disabled when the Board of Directors of the Company (excluding the Executive or any of his affiliates), upon the diagnosis of a reputable, licensed physician of the Company’s choice, in consultation with the Executive’s primary physician, shall have determined that the Executive shall have become unable to perform his duties under this Agreement, whether due to physical or mental incapacity or to infirmity caused by chronic alcoholism or drug use (excluding infrequent and temporary absences due to ordinary illness); provided that such incapacity shall have continued uninterrupted for a total period of not less than ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretiondays.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of Company shall at all times have the right, upon written notice to the Executive by Executive, to terminate the Company (a “Notice Term of Termination”) in the event that Employment, if the Executive is unableshall as the result of mental or physical incapacity, as determined by the independent members of the Board of Directors (illness or any committee of the Board comprised solely of independent directors)disability, become unable to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or Executive's obligations hereunder for a total of ninety (90) 180 days or more in any consecutive one hundred and eighty (180) day12-month period. If The Company shall rely upon a certification performed by the Company's disability insurer or by a physician jointly chosen by the Executive’s 's doctor and the Company's 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 such purpose (if requested by the Company) then the Company may terminate the Executive's employment is terminated if the Executive shall become entitled to benefits under the Company's disability plan as then in effect. Upon any termination pursuant to this Section 9(c)5.2, the Executive will be entitled to receive Company shall (i) all Base Salary and benefits to be paid or provided pay to the Executive under this Agreement any unpaid Base Salary through the Date effective date of Terminationtermination specified in such notice, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable pay to the Executive as the Executive's accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of termination of the Date of Termination (such benefits shall be paid in accordance Executive's employment with the provisions of the applicable arrangements)Company, (iii) continue to pay the Executive through the date which is six (6) months after the termination but no later than the Expiration Date) (the "Continuation Period"), an amount equal to the Base Salary the Executive was receiving at the time of any cash bonus related the Executive's Disability, such amount to any year ending before be paid in the Date of Termination that has manner and at such times as the Base Salary otherwise would have been earned but remains unpaidpayable to the Executive, and (iv) health 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 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 substantially commensurate available to the Executive to be reduced or eliminated) following the termination of the Executive's employment with the Company’s standard health insurance benefits for , in the Executive manner and at such times as the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date compensation or dates Executive receives substantially similar coverage and benefits, without waiting period Benefits otherwise would have been payable or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive, provided that the amounts payable to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in the foregoing clauses (i) and through (iiiiv) will shall be reduced by the amount actually paid to the Executive’s Executive pursuant to the disability insurance referred to in Section 4.2 hereof. The Company shall have no later further liability hereunder (other than thirty (30) days following for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the Executive’s Date provisions of Termination, with the date of such payment within such period determined by the Company in its sole discretionSection 4.1).

Disability. The 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 In the event that the Executive is unablebecomes disabled, as determined by under the independent members Company's long-term disability income plan, during his employment under this Agreement, then, at the discretion of the Board of Directors (or any committee of the Company, the Executive's employment hereunder shall terminate as of a date specified by the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted not earlier than ten (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (9010) days or more in any consecutive one hundred and eighty (180) day-periodfollowing the Board's consideration of the matter. If the Executive’s employment is terminated pursuant to this Section 9(c)In such event, the Executive will shall continue to receive his Base Salary under Section 3(a), and any benefits to which he is entitled in accordance with Section 3(c), until he becomes eligible for disability income under the Company's long-term disability income plan or, in the absence of a long-term disability income plan at the time of such disability, until the commencement of disability payments in accordance with the last sentence of this Section 5(b). Thereafter, for the period specified in such long-term disability income plan, the Executive shall be entitled to receive an annual disability benefit equal to the greater of (i) all Base Salary the amount of disability benefit payable under the plan and benefits (ii) an amount per year equal to be paid or provided eighty (80) percent of the Executive's total compensation for the year immediately preceding his termination less any benefit payable to the Executive under such plan. While receiving such disability income payments, the Executive shall not receive any Base Salary or incentive compensation under Sections 3(a) or 3(b) (except a payment which has already been earned but is payable as of a later date), but shall (i) continue to participate (on the terms in effect at his date of disability) in the Company's other benefit plans and to receive other benefits as specified in Section 3(c) until his employment under this Agreement through terminates or, if later, the Date date specified in such plans for termination of Terminationparticipation in the event of disability, and (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program be deemed for purposes of the Company's retirement plans to have completed each year such number of hours of service with the Company applicable as shall be necessary to avoid a "1- year break in service" within the Executive as meaning of Section 411(a)(6)(A) of the Date Internal Revenue Code of Termination 1986, as amended (such benefits shall be paid in accordance with the provisions of "Code"). In the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs absence of a subsequent employer (such coverage and benefits to be determined on a coveragelong-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that term disability income plan at the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date time of the Executive’s Date 's disability, the determination of Termination, with disability shall be made as if the date of Company's current long-term disability income plan were in effect at such payment within such period determined by the Company in its sole discretiontime.

Disability. The If during the Term the Executive shall become physically or mentally disabled, whether totally or partially, such that the Executive is unable to perform the Executive’s employment pursuant to this Agreement 's services hereunder for (i) a period of six consecutive months, or (ii) for shorter periods aggregating six months during any twelve month period, the Employers may be terminated on any day (the "Disability Termination Date") after the last day of the six consecutive months of disability or the day on which the shorter periods of disability shall have equaled an aggregate of six months (but, in each case, before the Executive has recovered from such disability), by delivery of written notice to the Executive by Executive, terminate the Company Term (a “Notice of "Disability Termination”") in the event and no further amounts or benefits shall be payable hereunder, except that the Employers shall be obligated to pay to the Executive is unablein exchange for a release in form and substance acceptable to the Employers acting reasonably, as determined by the independent members within 60 days of the Board of Directors (or any committee of the Board comprised solely of independent directors)Disability Termination Date, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all unpaid Base Salary accrued through and benefits to be paid or provided to including the Executive under this Agreement through the Date of TerminationDisability Termination Date, (ii) any other unpaid benefits a lump sum amount equal to Base Salary for one year, at the rate in effect on the Disability Termination Date (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements"Annual Base Salary Upon Disability"), (iii) a lump sum equal to $30,000 representing the amount of any cash bonus related one Relocation Bonus payable to any year ending before the Date of Termination that has been earned but remains unpaidExecutive, and (iv) health insurance benefits substantially commensurate an additional lump sum bonus amount equal to the sum of (x) 75% of Annual Base Salary Upon Disability and (y) 75% of Annual Base Salary Upon Disability prorated for the period commencing on the first day of the fiscal year during which the Disability Termination occurred and ending on the Disability Termination Date; it being understood that such 75% bonus level has been agreed to in satisfaction of any actual bonus for the year in which the Executive's death occurs because it is impossible to determine the performance of the Employers for future periods. If the Executive shall die before receiving all amounts required to be paid by the Employers in accordance with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; providedforegoing, however, that such continued benefits amounts shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionBeneficiary.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice In the event that, due to the Executive by physical or mental disability or illness of the Company (a “Notice of Termination”) in the event that Executive, the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), shall be unable to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) her position for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) dayconsecutive days or for one hundred eighty (180) days, whether or not consecutive, in any twelve (12) month period, the Company shall have the option, in accordance with applicable law, to terminate this Agreement upon written notice to the Executive. Whether the Executive is subject to a “disability” and whether the disability substantially impairs the Executive’s ability to perform the essential functions of her position under this Agreement shall be determined by the decision of a medical specialist selected by the Company and the Executive (or the Executive’s legal representative if the Executive is incapable of making such determination). Upon termination pursuant to 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 an amount equal to the disability benefits payable to the Executive for the period of time during which the unpaid Base Salary accrued, (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-periodrated 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 provide the Executive with the benefits she was receiving under Section 4.2. If hereof (the “Benefits”) for thirty-six (36) months following the Termination Date, in the manner 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 is terminated pursuant to Section 5.2., 5.3., 5.4., 5.5. or 5.6. of this Agreement, the Company shall pay the Additionally, 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 9(c)5.2., the Executive will be entitled to receive Company shall have no further liability hereunder (iother than for (x) all Base Salary and benefits to be paid or provided reimbursement for reasonable business expenses incurred prior to the Executive under this Agreement through the Date of TerminationTermination Date, (ii) any other unpaid benefits (including disability benefits) subject, however to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaidSection 4.1., and (ivy) health insurance benefits substantially commensurate with payment of compensation for unused vacation days that have accumulated during the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer prior twelve (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis12) month period); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

Disability. The ExecutiveIf Xxxxxxx shall become incapacitated by reason of sickness, accident or other physical or mental disability, as such incapacitation is certified in writing by a physician chosen by the Company and reasonably acceptable to Xxxxxxx (or his spouse or representative if in the Company’s reasonable determination Xxxxxxx is not then able to exercise sound judgment), and shall therefore be unable to perform his duties hereunder for a period of either (i) one hundred twenty consecutive days, or (ii) more than six months in any twelve month period, with reasonable accommodation as required by law, then to the extent consistent with applicable law, Xxxxxxx shall be considered “disabled” and the employment pursuant to of Xxxxxxx hereunder and this Agreement may be terminated by delivery of Xxxxxxx or the Company upon thirty (30) days’ written notice to the Executive by the Company (a “Notice of Termination”) other party following such certification. Should Xxxxxxx not acquiesce in the event that the Executive is unable, as determined by the independent members Company’s selection of the Board of Directors certifying doctor, Xxxxxxx (or any committee of his spouse or representative if in the Board comprised solely of independent directors), Company’s reasonable determination Xxxxxxx is not then able to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due exercise sound judgment) may choose a doctor to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-perioddetermine whether he is disabled. If the Executive’s two doctors are unable to concur on whether Xxxxxxx is disabled, the two doctors shall designate a third doctor whose decision shall be determinative. Except as otherwise expressly stated herein, within sixty (60) days following termination of employment is terminated pursuant to this Section 9(c)8.2, the Executive will Company shall thereafter pay to Xxxxxxx, (1) Base Salary through the date of termination and any annual incentive bonus earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date, and (2) Xxxxxxx shall be entitled to receive (i) all Base Salary rights and benefits to be paid or provided accrued up to the Executive date of termination under this Agreement through the Date of Terminationstock option plans, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any stock incentive plans, retirement plan, policy or program supplemental plan and other benefit plans and programs of the Company applicable to the Executive and/or Everest Reinsurance Company in which Xxxxxxx is a participant, as of the Date of Termination (such benefits shall be paid determined in accordance with the terms and provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, such plans and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Terminationprograms; provided, however, that Xxxxxxx shall cease to be an active participant in such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs as of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of termination. Notwithstanding the Executive’s Date foregoing, it is expressly agreed and understood that in the case of Terminationsuch termination, all of Xxxxxxx’x then unvested outstanding stock options and then unvested restricted stock shares will automatically vest in full. Any bonus (or amounts in lieu thereof) pursuant to Section 4, payable with respect to the year in which Xxxxxxx’x termination pursuant to Section 8.2 occurs, shall be annualized and promptly paid to Xxxxxxx pro rata to the date of such payment within such period determined by the Company in its sole discretiontermination.

Disability. The 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, as determined by either the CEO or the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive receive, when the same would have been paid to the Executive (whether or not the Term will have expired during such period), (i) all Base Salary and benefits to be benefits, on the normal payroll cycle, that would have been paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits, subject to offsets as set forth in the disability plan) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (within the timeframe established by any such benefits shall be paid in accordance with the provisions plan, policy or program or, if no timeframe is established, within 10 business days following Date of the applicable arrangements)Termination, (iii) the amount of any cash bonus related to any year Contract Year ending before the Date of Termination that has been earned but remains unpaid, unpaid and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits amount of any target cash bonus to which the Executive would otherwise have been entitled for the Executive and the Executive’s spouse and dependents through the second anniversary of Contract Year in which the Date of Termination; providedTermination occurs, however, that such continued benefits shall terminate pro-rated based on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under portion of the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage applicable Contract Year that the Executive or worked for the Executive’s spouse Company and dependents paid at the same time such cash bonuses are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of other similarly situated executives also receiving such payment within such period determined by the Company in its sole discretionbonuses.

Disability. The Company shall at all times have the right, upon written notice to the Executive’s employment , to terminate the Term of Employment, if the Executive shall become entitled to the benefits under the Company's long-term disability plan as then in effect, or, if the Executive shall as the result of mental or physical incapacity, illness or disability, become unable to perform his obligations hereunder for a period of 180 days in any 12-month period. The Company shall have sole discretion based upon competent medical advice to determine whether the Executive continues to be disabled. Upon any termination pursuant to this Agreement may be terminated by delivery Section 5.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of written notice termination specified in such notice, (ii) pay to the Executive his accrued 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, (iii) continue to pay the Executive for a period of twelve (12) months following the termination of the Executive's employment with the Company, an amount equal to the excess, if any, of (A) the Base Salary he was receiving at the time of his disability, over (B) any benefits the Executive is entitled to receive during such period under any disability insurance policies provided to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unableCompany, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits such amount to be paid or provided in the manner and at such times as the Base Salary otherwise would have been payable to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaidExecutive, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided pay to the Executive and a pro rata portion of his Incentive Compensation, if any, for the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following Bonus Period during which the date of termination of employment occurs, determined in the Executive’s Date of Termination, with manner and payable at the time and upon the terms and conditions set forth in the Incentive Plan. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days including both the vacation days that have accumulated during the year in which such payment within such period determined by termination occurs and the Company in its sole discretionunused carryover vacation days from the immediately preceding year).

Disability. The In the event that a determination of Disability is made respecting the Executive’s , during any period of employment prior to Executive attaining Normal Retirement Age (and the Executive, notwithstanding any other provision of this Agreement, including but not limited to any provision of Subparagraph III [J,] shall not be considered disabled for purposes of this Paragraph X if the Executive has had a Separation from Service prior to such Disability, without returning to active employment with the Bank and being actively employed with the Bank at the time of such Disability, even if such Separation of Service has taken place after a Change in Control and Executive, although no longer employed by Bank, may be eligible for a Retirement Benefit pursuant to this Agreement may be terminated by delivery of written notice Paragraph IX or otherwise), the Bank shall establish an account (hereinafter sometimes referred to as the Executive by the Company (a “Notice of TerminationDisability Account”) in an amount equal to the event that the Executive is unable, balance as determined by the independent members of the Board date of Directors (or any committee Disability of Executive of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If accrued liability retirement account established on the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents behalf pursuant to this Agreement, (provided that the Bank shall be required to do so only once for each Executive, and with respect to an Executive who has a determination of Disability prior to Normal Retirement Age and who returns to active employment with the Bank and a subsequent determination of Disability, also prior to Normal Retirement Age, is made respecting the Executive, the Bank shall not be required to establish a Disability Account other than any Disability Account established upon the first determination of Disability of the Executive.) Interest at a rate equivalent to the Mxxxx’x Seasoned Baa Corporate Bond Yield per annum then in effect (or if no such rate is then published or in effect, then at the rate equivalent to the yield of reasonably comparable instruments selected by the Compensation Committee of the Bank) shall be accrued and added to the Disability Account and distributions subtracted therefrom until complete distribution hereunder. The amounts referred to in clauses (i) and (iii) will be paid Upon Executive attaining Normal Retirement Age after a determination of Disability, the Bank shall distribute to the Executive’s no later than thirty , (30) days commencing on the first day of the month following the date the Executive attains the Executive’s Normal Retirement Age, and subject to the ‘Restriction on Timing of Distribution’ as defined in this Agreement,) an amount equal to the balance in the Disability Account of Executive in One Hundred Twenty (120) equal monthly installments. In the event of the death of Executive after a determination of Disability and regardless of whether Executive has attained Normal Retirement Age, any portion of any Disability Account of Executive not yet distributed to Executive hereunder shall be distributed in a lump sum to the Beneficiary. Said payment due hereunder shall be made the first day of the second month following the Executive’s death. After a determination of Disability prior to Executive’s Normal Retirement Age, no other benefits than those set forth in this Paragraph X will be owed or payable to the Executive or any Beneficiary under this Agreement under any circumstances, including but not limited to, during the period of Disability, upon death, upon attaining Normal Retirement Age or Retirement Date, or in the event of any subsequent return to active service or subsequent period of Disability. The Disability Account established hereunder shall be for accounting and bookkeeping purposes only, and is not, nor shall be construed to be, an account or trust for the benefit of the Executive’s Date . Once payments to Executive commence pursuant to this Paragraph X, such payments shall be applied so as to reduce the balance in the Disability Account for purposes of Termination, with any payout of an amount equal to the date of such payment within such period determined by the Company in its sole discretionremaining balance thereof.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery Disability is defined as the condition resulting from the sickness or injury of written notice to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unablean employee, as determined by the independent members which prevents such employee from doing each of the Board material duties of Directors his or her regular occupation. Disability benefits as defined hereunder shall commence on the tenth (or any committee 10th) consecutive day following the beginning of the Board comprised solely absence of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive daysemployee, or for a total upon the exhaustion of ninety (90) days or more in any consecutive one hundred and eighty (180) day-periodall accumulated sick leave, whichever date is last. If the Executive’s employment is terminated pursuant to this Section 9(c)Provided, the Executive will however, that an employee shall not be entitled to receive disability benefits for disability resulting from sickness or injury that was diagnosed and/or treated within six (i6) all Base Salary and months before the commencement of an employee's employment with the district or which disability commences during the first twelve (12) months of "employment" with the district. Provided, further, that an employee will not be entitled to disability benefits to be paid if the sickness or provided to the Executive under this Agreement through the Date injury resulting in disability is caused or substantially caused as a result of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such employment. Disability benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through terminate on the second anniversary of the Date beginning of Termination; providedthe absence unless, howeverat that date, that such continued the employee is totally disabled. An employee is totally disabled if the employee is then unable to perform each of the material duties of any occupation for which he or she is reasonably suited by training, education, or experience. Disability benefits shall will also terminate at an employee's death if the disability is caused by a non-work connected accident. Otherwise, disability benefits will also terminate on the date June thirtieth (30th) following or dates Executive receives substantially similar coverage being the seventieth (70th) birthday of the employee. Disability benefits shall be reduced by the full amount received by the disabled employee for benefits paid to him or her under workers' compensation, social security, or the New Hampshire retirement system. An employee who, prior to his or her disability, has requested and been granted early retirement pursuant to this agreement shall not be entitled to disability benefits. An employee whose disability commences while he or she is on leave, without waiting period or pre-existing condition limitationsincluding the normal school summer recess period, under shall not be entitled to disability benefits until the plans and programs expiration of a subsequent employer (such coverage and benefits leave. All entitlements to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance disability benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length responsibility of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA a third party insurance carrier shall not be increased (or extended) due to any continued health insurance benefits which may be provided subject to the Executive grievance and arbitration procedure of this agreement unless agreed to by the Executive’s spouse or dependents pursuant to this Agreementcarrier. The amounts referred to in clauses (i) All determinations by the carrier shall be final and (iii) will be paid binding upon the employee, subject to the Executive’s no later than thirty (30) days following the date rights of the Executive’s Date employee to appeal in any fashion the determination of Termination, with the date of such payment within such period determined carrier. A disabled employee receiving disability benefits hereunder acknowledges the district's right to be reimbursed by the Company in its sole discretioninsurance carrier for all amounts paid directly to the employee by the district and which are covered by the disability insurance policy maintained by the district.

Disability. The In the event of the permanent disability (as hereinafter defined) of Executive during the Employment Period, Charts shall have the right, upon written notice to Executive’s , to terminate Executive'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). Upon the effectiveness of such termination, (i) Charts 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, (B) Executive's target bonus, and (C) all reasonable unreimbursed business-related expenses, (ii) the shares subject to Executive's MarketWatch Option (as defined in the Reorganization Agreement) shall immediately vest and become exercisable and 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 no further obligations hereunder other than those provided for in Sections 9 and 10 hereof. All amounts payable to Executive pursuant to this Agreement may Section 6.1 shall be terminated by delivery of written notice to payable within 30 days following the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members effectiveness of the Board termination of Directors (or Executive's employment. For purposes of this Agreement, "PERMANENT DISABILITY" shall be defined as any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (disability or can reasonably be expected to last) 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 ninety (90) 180 consecutive days, or for a total of ninety (90) 180 days or more in any consecutive one hundred and eighty (180) day-360 day period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

Disability. The Executive’s employment pursuant to For purposes of 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, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c)Agreement, the Executive will be entitled deemed "disabled" upon the earlier to receive occur of (i) all Base Salary his becoming disabled as defined under the terms of the disability benefit program applicable to the Executive, if any, and benefits (ii) his absence from his duties hereunder on a full-time basis for one hundred eighty (180) consecutive days as a result of his incapacity due to be paid accident or provided physical or mental illness. If the Executive becomes disabled (as defined in the preceding sentence), the Employment Period shall terminate on the last day of the month in which such disability is determined. Until such termination of the Employment Period, the Company shall continue to pay to the Executive under this Agreement through his base salary, any additional compensation authorized by the Date Company's Board of TerminationDirectors, (ii) and any other unpaid remuneration and benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid provided in accordance with the provisions Paragraph 2, all without delay, diminution or proration of the applicable arrangements), any kind whatsoever (iii) except that his remuneration hereunder shall be reduced by the amount of any cash bonus related payments he may otherwise receive as a result of his disability pursuant to any year ending before a disability program provided by or through the Date of Termination that has been earned but remains unpaidCompany), and (iv) health his medical benefits and life insurance shall remain in full force. After termination of the Employment Period as a result of the disability of the Executive, the medical benefits substantially commensurate with the Company’s standard health insurance benefits for covering the Executive and his family shall remain in place (subject to the Executive’s spouse eligibility requirements and dependents through other conditions continued in the second anniversary of underlying plan, as described in the Date of Termination; providedCompany's employee benefits manual, however, that such continued benefits shall terminate on and subject to the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage requirement that the Executive or continue to pay the Executive’s spouse and dependents are entitled to under COBRA and any rights (including "employee portion" of the length of coverage) that the Executive cost thereof), and the Executive’s spouse '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, notwithstanding such a determination of disability, the Executive is determined not to be totally and dependents may permanently disabled prior to the then scheduled expiration of the Employment Period, the Executive shall be entitled to resume employment with the Company under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and terms of this Agreement for the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date then remaining balance of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionEmployment Period.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery Notwithstanding the provisions of written notice to subsection (a)(iii) ---------- above, if the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, shall be disabled so as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to be unable to perform the essential functions of his regular duties and responsibilities, the Executive's then existing position or positions under this Agreement with or without reasonable accommodation, due the Chief Executive Officer or the Board of Directors may remove the Executive from any responsibilities and/or reassign the Executive to a medically determinable physical another position with the Employer for the remainder of the Initial Term or, if the Initial Term has expired, any Extended Term, or mental illness 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 has lasted (the Executive may be ineligible for one or can reasonably be expected to lastmore such benefits under applicable plan terms) for a period of ninety (90) consecutive daystime equal to the remainder of the Initial Term or, or for a total of ninety (90) days or more in if the Initial Term has expired, any consecutive one hundred and eighty (180) day-Extended Term, provided that the Executive remains employed by the Employer during such period. If In the event that the Employer terminates the Executive’s 's employment is terminated without cause pursuant to this Section 9(c)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 will shall be entitled eligible to receive (i) all Base Salary Termination Benefits subject to and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions terms and conditions of the applicable arrangementsSection 6(d), (iii) provided that the Executive's Termination Benefit additionally shall be subject to reduction by the amount of any cash bonus related 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 year ending before period the Date Executive is disabled so as to be unable to perform the essential functions of Termination that has been earned but remains unpaidthe Executive's then existing position or positions with or without reasonable accommodation, the Executive may, and (iv) health insurance benefits substantially commensurate with at the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary request of the Date of Termination; providedEmployer shall, however, that such continued benefits shall terminate on submit to the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under Employer a certification in reasonable detail by a physician selected by the plans and programs of a subsequent employer (such coverage and benefits Employer to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that whom the Executive or the Executive’s spouse and dependents are entitled 's guardian has no reasonable objection as to under COBRA and any rights (including the length of coverage) that 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 issue shall be binding on the Executive’s spouse . Nothing in this Section 6(e) shall be construed to waive the Executive's rights, if any, under existing law including, without limitation, the Family and dependents may be entitled to under COBRA shall not be increased Medical Leave Act of 1993, 29 U.S.C. (or extended) due to any continued health insurance benefits which may be provided to the Executive S)2601 et seq. and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses Americans with Disabilities Act, 42 U.S.C. (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionS)12101 et seq.

Disability. The Corporation shall be entitled to terminate the Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice to if the Executive by the Company (a “Notice of Termination”) in the event Board determines that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), has been unable to perform the essential functions of attend to his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of at least ninety (90) days because of a medically diagnosable physical or more in any consecutive one hundred mental condition, and eighty (180) day-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. If the Executive’s employment is terminated pursuant to this Section 9(c)Upon such involuntary termination, the Executive will shall 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) all Base Salary his annual base salary, as in effect at the time Executive became permanently disabled, and benefits to be (ii) the greater of (A) the average of the annual bonuses paid or provided to the Executive under this Agreement through for the Date last two (2) fiscal years preceding the date of Termination, disability or (iiB) any other unpaid benefits a minimum bonus equal to one hundred percent (including disability benefits100%) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as Executive’s annual base salary. Payment of the Date of Termination (such benefits disability benefit shall be paid in accordance with the provisions 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 the applicable arrangements), plan or plans and (iiiii) the amount of any cash bonus related to any year ending before Special Award shall become fully vested, or earned and payable, as the Date of Termination that has been earned but remains unpaidcase may be, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty within sixty (3060) days following the date of the Executive’s Date termination of Termination, with the date of such payment within such period determined by the Company in its sole discretionemployment.

Disability. The 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 In the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant due to this Section 9(c), Disability the Company shall pay or provide the Executive will be entitled to receive (i) all any unpaid Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be termination paid in accordance with the provisions Company’s normal payroll policies as if the Executive were an employee; (ii) any Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination, paid when such Annual Bonus would have ordinarily been paid in accordance with the applicable arrangements), Bonus Plan; (iii) reimbursement for any unreimbursed expenses through the amount date of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, termination incurred and (iv) health insurance benefits substantially commensurate paid in accordance with the Company’s standard normal reimbursement procedures; (iv) any other amounts and benefits the Executive is entitled to receive under any employee benefit plan in accordance with the terms of the applicable plan (collectively items (i) through (iv) shall be hereafter referred to as the “Accrued Amounts”); (v) a pro-rata portion of the Executive’s Annual Bonus for the fiscal year in which the Executive’s termination occurs based on actual results for the fiscal year (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that the Executive is employed by the Company and the denominator of which is 365), paid when such Annual Bonus would have ordinarily been paid in accordance with the Bonus Plan (the “Pro Rata Bonus”); (vi) full vesting of all equity awards granted to the Executive on or after the Effective Date; (vii) subject to Section 25(b) hereof and solely to the extent the Executive does not otherwise receive such coverage under any other medical benefits available to the Executive as a result of his Disability, if the Executive timely elects continuation coverage (“COBRA Coverage”) under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for continuation of coverage under the Company’s group health insurance benefits plans in which the Executive participated immediately prior to the date of termination (the “Health Plans”), the Company shall pay to the Executive monthly an amount equal to the difference of the Executive’s premium costs for such COBRA Coverage for the Executive and the Executive’s spouse and dependents through minus the second anniversary active employee rate under the Health Plans (excluding, for purposes of the Date of Termination; providedcalculating cost, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or an employee’s ability to pay premiums with pre-existing condition limitations, under tax dollars) until the plans and programs earliest of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)x) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse 65th birthday, (y) the Executive’s ceasing to have a physical or mental disability that would have prevented him from performing his material duties hereunder and dependents are entitled to under COBRA and any rights (including the length of coveragez) that the Executive and the Executive’s spouse dependents otherwise ceasing to be eligible for COBRA Coverage (the “Disability COBRA Payments”); provided, that unless subject to further delay as set forth in Section 25(b), the first payment of the Disability COBRA Payments will made on the sixtieth (60th) day after the date of termination and dependents may will include payment of any amounts that would otherwise be entitled to under COBRA shall not be increased due prior thereto; and (or extendedviii) continued payment of the Make-Up Payments in accordance with Section 5(b) (including payment timing). Following a termination due to any continued health insurance benefits which may be provided Disability all equity awards granted to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid prior to the Executive’s no later than thirty (30) days following Effective Date shall be governed in accordance with the date terms of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionapplicable grant agreements.

Disability. The Executive’s employment pursuant to Upon the termination of this Agreement may be terminated by delivery of written notice as provided in Section 7(b)(ii) above, the Company shall pay to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all an amount equal to the Base Salary and benefits to which would otherwise be paid or payable for the 6 months following the Termination Date (but not earlier than any recovery of insurance proceeds in respect thereof, as provided to the Executive under this Agreement through the Date of Terminationbelow, (ii) any other unpaid benefits (including disability benefits) to Annual Bonus for the Employment Year in which he is the Termination Date occurs that the Board determines would otherwise entitled under any plan, policy or program of the Company applicable to have been payable had the Executive as of the Date of Termination (such benefits not become Disabled, which Annual Bonus shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents reduced by prorating it through the second anniversary of Termination Date, in each case, payable at the Date of Terminationtimes such payments would otherwise be due and payable hereunder; provided, however, that such continued benefits shall terminate on in the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs case of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (ii) above, that the Executive continues to comply with his covenants in Sections 10 (during the Term had such termination under Section 7(b)(ii) above not occurred) and 11 below, as provided therein, and (iii) will expense reimbursement amounts accrued through the Termination Date, at the time such payment would otherwise be paid due and payable thereunder, and neither party shall have any further liability or obligation to the Executive’s no later than thirty other, except that the provisions of Sections 11, 12 and 13(b) below shall survive the Termination Date, to the extent provided therein. Notwithstanding the provisions of clauses (30i) days following and (ii) above, the date Company shall have the right to provide for either or both of such payments by either purchasing disability insurance itself in respect of the Executive’s Date Executive or reimbursing to the Executive the cost of Termination, with the date premiums in respect of such payment within such period determined disability insurance which shall be purchased directly by the Executive; in the event that either or both of such insurance coverages is obtained, such payments shall be made solely from such insurance coverages and not from the Company and shall constitute the Executive's sole remedy in its sole discretionrespect of such payments. An amount equal to 50% of any unvested Employment Options as of the Termination Date shall vest and become exercisable by virtue of any termination under Section 7(b)(ii) and, notwithstanding the provisions of the Company's Stock Option Plan pursuant to which the Employment Options may have been granted, the Executive shall have a period of two years from the Termination Date to exercise such options.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery In the event of any physical or mental disability during the Term of Employment which renders the Executive incapable of performing the services required of him for any period or periods aggregating six months during any twelve-month period (“Disability”), the Company shall have the right, upon thirty (30) days advance written notice to the Executive by (which notice may be given prior to and subject to the Company (occurrence of a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directorsDisability), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If terminate the Executive’s employment is terminated pursuant to this Section 9(c)hereunder. Upon such Termination of Employment, the Executive will be entitled Company shall have no further obligations hereunder, except to receive (i) all pay the Executive his Base Salary and benefits to through such date of Termination of Employment in accordance with the standard payroll practices of the Company; (ii) pay the Executive for any Annual Bonus (which Annual Bonus shall be paid or provided to the Executive under this Agreement through in a single lump sum during the Date period commencing on the 15th of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program April and ending on the 31st of May immediately following the end of the Company applicable Fiscal Year of Signet coinciding with or ending immediately prior to the Executive as Termination of the Date of Termination Employment) and/or Long Term Bonus (such benefits which amount shall be paid in accordance with the provisions terms of the applicable arrangements)LTIP then in effect, (iiias approved by the Compensation Committee of Signet or its designee) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaidunder the applicable plan or arrangement by Executive for a completed applicable Fiscal Year (or, and (ivin the case of the Long Term Bonus, a completed applicable Performance Period) health insurance benefits substantially commensurate with ending immediately prior to the Company’s standard health insurance benefits for the Executive and effective date of the Executive’s spouse and dependents through the second anniversary Termination of Employment but which remain unpaid as of the Date date of Terminationsuch Termination of Employment; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will pay the Executive the pro-rata portion, based upon the applicable Proration Factor, of the Annual Bonus for the Fiscal Year of Signet in which the Termination of Employment occurs earned as of such date of Termination of Employment (which Annual Bonus shall be determined based on actual performance and shall be paid to the Executive’s no later than thirty (30) days Executive in a single lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the Fiscal Year of Signet coinciding with or immediately following the date of the Termination of Employment); (iv) pay the Executive for any Unused Vacation Days in a single lump sum in accordance with standard payroll practices of the Company no later than the second pay date following the Termination of Employment; and (v) provide the Executive any other accrued but unpaid benefits to which the Executive is entitled under Sections 3(b), (c), (d), and (f) hereof in accordance with the terms and conditions of the applicable plan or policy. For purposes of this Section 4(a), the Executive’s Date Disability shall be determined in accordance with any long-term disability plan of Terminationor applicable to the Company that is then in effect, or if no such plan exists, in accordance with a medical examination performed by a physician selected by the date Executive (provided that the Company shall have the right to consent to the selection of such payment within such period determined by physician, which consent shall not be unreasonably withheld). The Executive shall continue to have the Company obligations provided in its sole discretionSections 7 and 8 hereof.

Disability. The Executive’s If you should suffer a Permanent Disability at any time, the Company may terminate your employment pursuant to this Agreement may be terminated by delivery of hereunder upon ten (10) or more days' prior written notice to you. For purposes of this Agreement, a "Permanent Disability" shall be deemed to have occurred only when you are qualified for benefits under the Executive Company's Long Term Disability Insurance Policy. In the event of the termination of your employment hereunder by reason of Permanent Disability, the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (shall pay to you or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive your legal representative: (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program In conformity with regular payroll dates for salaried personnel of the Company applicable Company, an amount equal to the Executive as fifty percent (50%) of the Date base salary you were receiving at the date of Termination such termination under Paragraph 2A hereof (such benefits shall be paid in accordance with the provisions of the applicable arrangementsas adjusted by Paragraph 2B hereof), (iii) payable until you attain the amount age of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid65 or die, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Terminationwhichever occurs first; provided, however, that such continued benefits the amount payable under this Paragraph 9D(i) shall terminate on be reduced to the date extent of any payments made to you through any Company-sponsored group long term disability plan and also to the extent of any payments made to you under any other long term disability insurance policy (the "Supplemental LTD Policy") where the premiums for said Supplemental LTD Policy have either been paid by the Company or dates Executive receives substantially similar coverage and benefitsreimbursed to you by the Company. (ii) Any incentive compensation set forth in Paragraph 2C hereof earned in the fiscal year in which the termination of your employment occurs, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to which incentive compensation shall be determined on a coveragethe basis of the Company's operations through June 30 of such fiscal year, and shall be pro-by-coverage rated through the last day of your employment, and shall be paid within three (3) months of such June 30; (iii) Upon your attainment of age 65 or benefit-by-benefit basis); provided furtheryour death, that any continued health insurance benefits whichever occurs first, to the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Paragraph 2D with the first monthly payment beginning on the first day of the month immediately succeeding the month in which are provided you attained the age of 65 or died. The Company shall have no further obligation to you under this Agreement (including benefits under Section 9(m)) and you shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided have no further obligation to the Executive Company under this Agreement except as provided in Paragraph 12 and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionParagraph 13 hereof.

Disability. (i) The Company may terminate the Executive’s employment pursuant to hereunder during the Term of this Agreement may be terminated by delivery of written upon notice to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unablebecomes disabled through any illness, injury, accident or condition of either a physical or psychological nature and, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors)a result, is unable to perform the essential functions all or substantially all of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) responsibilities hereunder for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) daydays during any period of three hundred and sixty-periodfive (365) consecutive calendar days. If In the event of such termination, the Company shall (i) pay to the Executive any Final Compensation that is due, such payment to be made on the next regular payroll date of the Company; (ii) shall pay the Executive any Annual Bonus earned for the fiscal year immediately preceding that in which termination of the Executive’s employment is terminated pursuant occurs, if unpaid on the Date of Termination, which Annual Bonus shall be paid on the date annual bonuses for that immediately preceding fiscal year are paid to this Section 9(c)Company executives generally, and (iii) shall pay to the Executive will a Final Pro-Rated Bonus, payable on the date annual bonuses for that fiscal year are paid to Company executives generally, but in any event prior to March 15 of the year following the performance year to which the Final Pro-Rated Bonus relates. Any equity awards held by the Executive on the Date of Termination shall be entitled governed by the applicable Equity Plan, any applicable grant agreements and any applicable Company securities trading policies, provided, however, that (w) any shares subject to receive the Option shall remain exercisable until the earlier of the end of the one year period following the Date of Termination and the date on which the Option would otherwise expire, (ix) any Additional Options that remain unvested on the Date of Termination shall be deemed to have been held by the Executive for an additional 12 months from the Date of Termination for purposes of vesting and exercise rights and any shares subject to any grant of Additional Options shall remain exercisable until the earlier of the end of the one year period following the Date of Termination and the date on which the option to which those shares are subject would otherwise expire, (y) any restricted stock or restricted stock unit award that vests proportionately over time and that is unvested on the Date of Termination shall be deemed to have been held by the Executive for an additional 12 months from the Date of Termination and the Executive shall vest in that portion of the award on the Date of Termination and (z) any restricted stock or restricted stock unit award that cliff-vests (meaning, all Base Salary shares vest on a specified date) and benefits that is unvested on the Date of Termination shall be deemed to be paid vest proportionately over time on a daily basis from the date of grant through the Date of Termination and the Executive shall vest in that portion of the award on the Date of Termination; it being understood that if the terms of an applicable grant agreement provide for more favorable vesting on a termination of employment by the Company in the event of the Executive’s disability, such terms shall control. The Company shall have no obligation or provided liability to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive than as of the Date of Termination (such benefits shall be paid expressly set forth in accordance with the provisions of the applicable arrangementsthis Section 5(b)(i), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice to If the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, shall become Disabled so as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to be unable to perform the essential functions of his regular duties and responsibilities, the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation, due the Board of Directors 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 medically determinable 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 certified by at least two (2) duly licensed and qualified physicians, one (1) approved by the Board of 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 illness disability, the Executive’s legal representative, that has lasted (the Executive suffers from a physical or mental impairment that renders the Executive unable to perform the Executive’s regular personal duties under this Agreement and that such impairment can reasonably be expected to last) continue for a period of ninety six (906) consecutive days, months or for a total of ninety (90) days or more in any consecutive shorter periods aggregating one hundred and eighty (180) day-days in any twelve (12) month period. If ; provided, that the Executive’s employment is terminated pursuant to this Section 9(c), primary care physician may not serve as one of the Examining Physicians without the consent of the Employer and the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled legal representation). The Executive shall cooperate with any reasonable request of a physician to under COBRA and any rights (including the length submit to a physical examination for purposes of coveragesuch certification. Nothing in this Section 6(d) that the Executive and shall be construed to waive the Executive’s spouse rights, if any, under existing law including, without limitation, the Family and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of TerminationAmericans with Dxxxxxxxxxxx Xxx, with the date of such payment within such period determined by the Company in its sole discretion00 X.X.X. §00000 et seq.

Disability. The Executive’s 's employment pursuant to this Agreement may be terminated by delivery of written notice to the Executive by the Company (a “Notice of Termination”) or to the Company by the Executive in the event that (i) the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), becomes unable to perform the essential functions his duties as set forth in Section 3 by reason of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted or accident for any six (or can reasonably be expected to last) for a period of ninety (906) consecutive days, month period or (ii) the Company receives written opinions from both a physician for the Company and a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-periodphysician for the Executive that the Executive will be so disabled. If In the event the Executive’s 's employment is terminated pursuant to this Section 9(c10(c), the Executive will shall be entitled to receive (iA) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (iiB) any other unpaid benefits an amount equal to one hundred percent (including disability benefits100%) to which he is otherwise entitled under any plan, policy or program of the Company applicable to Executive's Base Salary at the Executive as then-current rate of Base Salary; provided, however, that in the event the Date of Termination is the date of delivery of the last physician's opinion referred to in Section 10(c)(ii), the payment with respect to Base Salary, together with all Base Salary paid to the Executive following the first date that Executive was unable to perform his duties set forth in Section 3, shall equal one hundred and fifty percent (150%) of Executive's Base Salary and; provided, further, that amounts payable to the Executive under this Section 10(c) shall be reduced by the proceeds of any short or long-term disability payments to which the Executive may be entitled during such benefits period under policies maintained at the expense of the Company as and to the extent such disability payments compensate the insured for lost wages resulting from the disability, and (C) to the extent applicable, an amount equal to the Pro Rata Bonus. In the event that the Executive is entitled to receive a payment with respect to the Pro Rata Bonus, he shall also be entitled to an additional severance amount equal to one hundred percent (100%) of the Pro Rata Bonus. All of the payments required to be paid pursuant to this Section 10(c) shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of no later than ten (10) days following the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA Pro Rata Bonus and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA additional severance amount related thereto shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s Executive no later than thirty five (305) days following the determination of the amount of such payments, if any. The Company will also provide the Executive and his eligible dependents continued health and medical benefits as contemplated by Section 9 hereof through the date one (1) year after the Date of Termination (provided, however, that in the event that the Date of Termination is the date of delivery of the last physician's opinion referred to in Section 10(c)(ii), the Company will provide such health and medical benefits through the date that is eighteen (18) months following the first date that Executive was unable to perform his duties as set forth in Section 3); the Company may satisfy this obligation by paying COBRA premium payments with respect to Executive and his eligible dependents (with the Executive paying the portion of such COBRA payments that Executive was required to pay prior to the Date of Termination). Additionally, in the event the Executive's employment is terminated pursuant to this Section 10(c), all of the Executive’s 's options to purchase shares of capital stock of the Company (including the New Option) which are unvested 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 (other than the Rollover Option) or become vested pursuant to the immediately preceding sentence may be exercised by the Executive within one (1) year following the Date of Termination and shall then terminate; provided, however, that in the event that the Executive is entitled to receive a payment with respect to the date Pro Rata Bonus, all of such payment within such period determined vested options may be exercised by the Company in its sole discretionExecutive within two (2) years following the Date of Termination and shall then terminate.

Disability. The 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 During any period that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), fails to perform the essential functions his duties hereunder as a result of his regular duties and responsibilities, with or without reasonable accommodation, incapacity due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected illness, the Executive shall continue to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in receive his Base Salary and any consecutive one hundred and eighty (180) day-period. If Annual Bonus until the Executive’s 's employment is terminated pursuant to this Section 9(c)8(b) hereof, or until the Executive terminates his employment pursuant to Section 8(d)(ii) hereof, whichever first occurs. If the Executive's employment is terminated by reason of his Disability, the Company shall pay to the Executive will any unpaid amounts of his Base Salary or Annual Bonus accrued prior to the date of such termination; and upon making such payments, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of such termination pursuant to Section 5(c)); provided, that the Executive shall also be entitled to receive (i) all Base Salary and any amounts or other benefits payable pursuant to be paid any pension or employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by the Company in accordance with the terms thereof. In addition, all unvested Awards, including but not limited to stock options and/or unvested restricted Company securities, held by the Executive on the Date of Termination shall continue to vest in accordance with the vesting schedule for such Awards then in effect, and upon vesting shall (x) in the case of stock options, become exercisable and (y) in the case of restricted Company securities, no longer be subject to forfeiture or any other conditions or restrictions on transfer. Moreover, each such stock option that vests pursuant to the Executive under this Agreement through preceding sentence, together with any previously vested and unexercised stock options, shall be exercisable in accordance with their respective terms for a period of one (1) year following the date on which it becomes vested (or, in the case of any previously vested and unexercised options, one (1) year following the Date of Termination) or, (iiif earlier, until the then scheduled expiration date(s) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable such options. Notwithstanding anything in this section to the contrary, all such vesting of Awards shall discontinue immediately, and any unexercised options shall terminate and be cancelled immediately upon a breach by the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive 7 hereof or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length 's acceptance of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, employment with the date of such payment within such period determined by the Company in its sole discretionanother entity.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice If prior to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members expiration of the Board Term of Directors (or any committee of Employment, the Board comprised solely of independent directors)COO shall be prevented, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to during a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a continuous period of ninety (90) consecutive daysdays (the “Disability Period”), from performing his duties by reason of “disability,” the Corporation may terminate this Agreement, in which event the COO shall receive: (i) his Base Salary accrued to the date upon which any determination of disability shall have been made as hereinafter provided, and continuing until the date on which disability income payments commence under the Company’s long term disability plan (or the beginning of Social Security disability income, if sooner), which Base Salary payment may be reduced by the amount of any disability income payments the COO may receive in connection with such occurrence of disability during the Disability Period under any policy or plan carried or maintained by or on behalf of the Corporation and under which the COO is a beneficiary or participant. The COO shall continue to have the right to receive the greater of his Current Benefits, or benefits, if any, under any Corporation Plans, but only in accordance with the terms of such plan or policy as they apply to persons whose employment has been terminated as a result of an employee’s permanent disability. Such payments shall be made to the COO in accordance with its normal payroll policies and schedule. For purposes of this Agreement, the COO shall be deemed to have become disabled when the CEO of the Corporation (excluding the Executive or any of his affiliates), upon the diagnosis of a reputable, licensed physician of the Corporation’s choice, in consultation with the COO’s primary physician, shall have determined that the COO shall have become unable to perform his duties under this Agreement, whether due to physical or mental incapacity or to infirmity caused by chronic alcoholism or drug use (excluding infrequent and temporary absences due to ordinary illness); provided that such incapacity shall have continued uninterrupted for a total period of not less than ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretiondays.

Disability. The 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 In the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c)as a result of Disability, the Company shall pay or provide the Executive will be entitled to receive (i) all any unpaid Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date date of Termination, termination and any accrued but unused vacation; (ii) any other unpaid benefits (including disability benefits) bonus as declared or, if not then declared, as determined by the Board in good faith, with respect to which he is otherwise entitled under any plan, policy year or program of the Company applicable years ending prior to the Executive as date of termination, including the Date of Termination PIP Bonus and any LTIP Award for any completed performance period; (such benefits shall be paid iii) reimbursement for any unreimbursed expenses (in accordance with Section 5(d)) incurred through the provisions date of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, termination; and (iv) health insurance all other payments, benefits substantially commensurate with the Company’s standard health insurance or fringe benefits for to which the Executive and may be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement (collectively, “Accrued Benefits”). In addition, within 15 days after the Executive’s spouse and dependents through termination of employment as a result of Disability, the second anniversary of Executive shall receive a lump sum cash payment equal to the Date of Termination; providedsum of: (y) the PIP Bonus for the year in which termination occurs, however, that such continued benefits shall terminate based on the date or dates Executive receives substantially similar coverage target level, and benefits, without waiting period or pre-existing condition limitations, under the plans and programs (z) full payment of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided LTIP Award granted under this Agreement (including benefits under or any similar award made prior to the date of this Agreement) that is payable upon the achievement of performance criteria (other than stock price) over a pre-determined performance period, including, without limitation, the Performance Based RSUs awarded pursuant to Section 9(m4(d) and any other performance share award (each such LTIP Award and similar previously granted award, a “Performance-Based LTIP Award”)) shall run concurrently , calculated based on target levels, with any continuation coverage that payment for each performance period determined as if the Executive or were a participant for the full term of each of applicable performance period. All of the Initial RSUs referenced in Section 4(c) and all of the Supplemental RSUs referenced in Section 4(d) and any other outstanding unvested equity awards (other than any Performance-Based LTIP Awards, which are addressed above) held by the Executive shall immediately vest upon the Executive’s spouse termination as a result of Disability, and dependents are entitled to under COBRA and any rights (including the length of coverage) that all vested stock options held by the Executive and shall remain exercisable for a period of two (2) years thereafter, but in no event longer than the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date stated term of such payment within such period determined by options (the Company in its sole discretion“Post-Termination Exercise Period”).

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice In the event that, due to the Executive by physical or mental disability or illness of the Company (a “Notice of Termination”) in the event that Executive, the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), shall be unable to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) position for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-consecutive days or for one hundred eighty (180) days, whether or not consecutive, in any twelve (12) month period, the Company shall have the option, in accordance with applicable law, to terminate the Term of Employment upon written notice to the Executive. If Whether the Executive is subject to a “disability” and whether the disability substantially impairs the Executive’s employment ability to perform the essential functions of his position under this Agreement shall be determined by the decision of a medical specialist selected by the Company and the Executive (or the Executive’s legal representative if the Executive is terminated incapable of making such determination). Upon termination pursuant to this Section 9(c)5.2: (a) the Company shall, within fifteen (15) days of the Termination Date, pay to the Executive will be entitled to receive (i) all the greater of any earned but unpaid Base Salary through the Termination Date, or an amount equal to the disability benefits payable to the Executive for the period of time during which the unpaid Base Salary accrued (in the later case, net of any portion thereof that shall have been paid or is payable by any third party insurance company, pursuant to a policy, the premiums for which were paid by the Company) and benefits any Incentive Compensation earned but unpaid as of the Termination Date for any previously completed fiscal year of the Company; (ii) the Incentive Compensation described in the “Bonuses: Incentive Compensation” section of this Agreement, above, for the fiscal year in which the Termination Date occurs, pro-rated through the Termination Date (the annual amount to be paid pro-rated under this part (ii) shall be the average annual amount of Incentive Compensation earned by the Executive in respect of the three (3) prior fiscal years); and (iii) payment for unused vacation days that have been carried forward from the fiscal year preceding the fiscal year in which the Termination Date occurs in accordance with the terms of this Agreement and any unused vacation days which have accrued during the fiscal year in which the Termination Date occurs (prorated for that portion of the fiscal year which occurs prior to the Termination Date); (b) the portion of any Long Term Incentive Grants that have not vested as of the Termination Date shall vest, any restrictions on any Long Term Incentive Grants that have not yet lapsed shall lapse and any performance criteria relating to any Long Term Incentive Grants shall be deemed to have been satisfied in full such that all performance-based Long Term Incentive Grants that would otherwise be phased in over annual increments for periods continuing after the Termination Date shall instead be completely phased in as of the Termination Date on the basis of deemed “plan” level performance achievement, (c) the Executive shall have one (1) year following the Termination Date to exercise any and all stock options previously granted to him (unless otherwise provided in the plan or agreement pursuant to which such stock options were granted, and provided further that no stock option shall remain exercisable beyond its expiration date or beyond the date after which the Executive would be subject to additional taxation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), and (d) the Company shall continue to provide the Executive with the benefits he was receiving under Section 4.2 hereof (the “Benefits”) for twelve (12) months following the Termination Date, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive under Executive.** Upon any termination effected and compensated pursuant to this Agreement through the Date of TerminationSection 5.2, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the Executive as of the Date of Termination (such benefits shall be paid in accordance with Date, subject, however to the provisions of the applicable arrangementsSection 4.1), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice to If, during the Employment Term, the Executive by the Company shall become disabled (a “Notice of Termination”as defined in Xxxxx-Craft's then existing disability policy) in the event so that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), he shall be unable substantially to perform the essential functions of his regular duties and responsibilitiesservices hereunder, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to lasta) for a period of ninety six consecutive months or (90b) for an aggregate of six months within any period of 12 consecutive months, then the Chief Executive Officer or the Board may, at any time during the continuance of such disability, terminate the Employment Term on 30 days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If ' prior written notice to the Executive’s employment is . After such termination, the Executive shall have no further obligation to perform services for Xxxxx-Craft pursuant to Section 2 but shall be entitled to receive from Xxxxx-Craft, in lieu of the amounts which would otherwise be payable under Section 4, (i) within 30 days after such termination, the base salary, and pro rata target bonus with respect to the then current fiscal year, that would have been payable to the Executive under Section 4, had the Employment Term ended on the last day of the month in which the Employment Term was terminated pursuant to this Section 9(c)10.2, (ii) an amount (payable at the same times as salary is paid to the other senior executives of Xxxxx-Craft) at an annual rate equal to one-half of the Executive's "Average Annual Compensation" (as defined in Section 10.3) at the date of the termination of the Employment Term, such amount to be payable for the 12-month period beginning on the first day of the month following the month in which the Employment Term shall have been terminated pursuant to this Section 10.2, and (iii) pursuant to Section 4.2.3, all Deferred Compensation amounts previously deferred and credited to the Account. The Executive will shall also be entitled to receive (i) all Base Salary normal post-termination compensation and benefits under Xxxxx-Craft's retirement, insurance and other compensation or benefit plans, program and arrangements as in effect immediately prior to be paid or provided to the Executive under this Agreement through the Date of Termination. After such termination, (ii) all outstanding stock options, including the Optiongranted pursuant to Section 6.2, held by the Executive shall become fully exercisable and shall remain exercisable pursuant to the terms of the plan under which it was granted. The Executive shall have no obligation to accept any other unpaid benefits (including disability benefits) employment offered to him by others in order to minimize, or to be set off against, the amounts to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this AgreementSection 10.2. The Xxxxx-Craft shall not interpose any defense against payment of such amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date based on refusal of the Executive’s Date Executive to seek or accept other employment. However, if the Executive shall obtain other employment, then amounts due to him pursuant to clause (ii) of Terminationthis Section 10.2 shall be reduced, with pro tanto, by amounts actually received by him for services rendered in such other employment during the date of such payment within such period determined by the Company in its sole discretiontime amounts are payable pursuant to said clause (ii).

Disability. The Executive’s 's employment pursuant to this Agreement hereunder may be terminated by delivery of written notice to during the Employment Period if the Executive by the Company is incapable of performing his principal duties hereunder because of physical or mental incapacity for a period of 45 consecutive working days or for more than 90 working days in any 12-month period (a “Notice of Termination”) in "Disability"). In the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s 's employment is to be terminated pursuant to this Section 9(c6(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided this Agreement shall terminate on the date specified in the notice of termination delivered to the Executive under this Agreement through the Date of Termination(subject to Section 8(g) and Section 18), (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive shall as of the Date such date resign from all of Termination (such benefits his positions, duties and authorities hereunder but shall continue to be paid in accordance with the provisions of the applicable arrangements), his Base Salary and (iii) the amount Executive shall be placed on a medical leave of any cash bonus related absence until the earlier to any year ending before occur of such date as he (A) qualifies for benefits under the Date Company's long-term disability plan or (B) is able to return to work, following which date his employment with the Company shall promptly be terminated. In the case of Termination that has been earned but remains unpaida termination of the Executive's employment pursuant to this Section 6(c), for purposes of calculating benefits pursuant to clauses (B) and (ivC) health insurance benefits substantially commensurate of this Section 6(c), the Termination Date shall be the date upon which portions of this Agreement are terminated pursuant to the immediately preceding sentence and for all other purposes, the Termination Date shall be the date upon which the Executive's employment with the Company’s standard Company is terminated. In such event, the Executive (or his representative, as applicable) shall be entitled to: (A) the Accrued Benefits; (B) a lump sum payment in cash equal to one year's Base Salary as in effect on the Termination Date; (C) the Pro Rata Annual Bonus; and (D) the continuation of health insurance and welfare benefits at the levels in effect as of the Termination Date at no additional cost to the Executive than that which was in effect as of the Termination Date for the Executive and one-year period immediately following the Executive’s spouse and dependents through the second anniversary of the Date of TerminationTermination Date; provided, however, that such continued benefits shall terminate on be reduced to the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and extent comparable benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided made available to the Executive from a successor employer, and the Executive’s spouse or dependents Executive shall be obligated to report such benefits to the Company. It is acknowledged and agreed by the Executive that he shall be precluded from terminating his employment hereunder for Good Reason in the event that his employment hereunder is terminated pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionSection 6(c).

Disability. The Company may terminate the Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice to hereunder for Disability. “Disability” shall mean the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodationExecutive’s inability, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected incapacity, to last) substantially perform the Executive’s duties and responsibilities under this Agreement for a period of ninety (90) 180 consecutive days. In conjunction with determining Disability for purposes of this Agreement, or for the Executive hereby (i) consents to any such examinations which are relevant to a total determination of ninety whether the Executive is mentally and/or physically disabled and (90ii) days or more in agrees to furnish such medical information as may be reasonably requested. Upon any consecutive one hundred and eighty (180) day-period. If termination of the Executive’s employment is terminated hereunder pursuant to this Section 9(c8(b), the Executive will shall be entitled to receive (iA) all his Base Salary through the date of termination, (B) any earned but unpaid Annual Bonus for any Fiscal Year preceding the Fiscal Year in which the termination occurs, (C) a pro-rata amount of the Annual Bonus for the Fiscal Year in which the termination occurs, (D) the dollar value of all accrued and benefits to be paid or provided unused vacation based upon the Executive’s most recent level of Base Salary, (E) any vested portion of the Retention Bonus, including the portion which vests upon such termination of employment and (F) any earned but unpaid IPO Bonus. In addition, outstanding equity awards will accelerate in accordance with the terms of the agreements evidencing the awards. All other benefits, if any, due to the Executive under this Agreement through following the Date Executive’s termination by the Company for Disability shall be determined in accordance with the plans, policies and practices of Terminationthe Company; provided, (ii) however, that the Executive shall not participate in any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any severance plan, policy or program of the Company applicable to the Company. The Executive as of the Date of Termination shall not accrue any additional compensation (such including any Base Salary or Annual Bonus) or other benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement following such termination of employment. The amounts payable pursuant to this Section 8(b) (including benefits other than with respect to the payments under clause (E), which are subject to Section 9(m4(c)(i) and the payments under clause (F) which are subject to Section 4(c)(v)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to paid, in clauses (i) and (iii) will be paid to the Executive’s lump sum, as soon as practicable following such termination, but in no event later than thirty (30) 30 days following the date of the Executive’s Date of Termination, with after the date of such payment within such period determined by the Company in its sole discretiontermination.

Disability. The 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 In the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s 's employment hereunder is terminated pursuant to this the provisions of Section 9(c)1.6(b) hereof due to the Disability of the Executive, the Company shall be relieved of all of its obligations under this Agreement, except to pay the Executive will be entitled to receive (i) all Base Salary any accrued, but unpaid Salary, any authorized but unreimbursed business expenses, and any vacation or sick leave benefits to be paid or provided to which have accrued as of the Executive under this Agreement through the Date of Terminationdate on which such permanent disability is determined, but then remain unpaid, (ii) any other unpaid benefits accrued, but un~aid, Earnings Annual Bonus, Net Sales Annual Bonus and any declared, but unpaid, Discretionary Bonus Compensation but without accelerating the bonus payment date, and (including disability benefitsiii) an amount equal to which he is otherwise entitled under any plan, policy or program the difference between (a) the full monthly Salary payable hereunder as of the date of termination of the Executive's employment hereunder for a period consisting of that number of months equal to one (1) month multiplied by the number of full years that the Executive was an employee of the Company applicable or a subsidiary or predecessor in interest thereof, and subject to a minimum of six (6) months (b) the monthly payment, if any, payable to the Executive as under the Company's salary continuation plan and/or disability plan, if any, for the corresponding month during the period set forth in clause (iii)(a) above. The provisions of the Date preceding sentence shall not affect the Executive's rights to receive payments under the Company's disability insurance plan, if any. Any amount due the Executive under clause (i) of Termination this paragraph shall be paid in a lump sum in cash within thirty (such benefits 30) days after the termination of the Executive's employment hereunder, any amount due the Executive under clause (ii) of this paragraph shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of TerminationDiscretionary Bonus Resolution; provided, however, that such continued benefits any unpaid Earnings Annual Bonus or Net Sales Annual Bonus shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than Executive within thirty (30) days following after the date issuance of the Executive’s Date Company's fiscal year audited financial results for which such Earnings Annual Bonus is due, and any amount due the Executive under clause (iii) of Termination, this paragraph shall be paid in accordance with the date Company's regular payroll periods during the period set forth in clause (iii) For purposes of such payment within such period determined by the Company in its sole discretionthis provision "salary" shall include any amounts due under Section l.,(f) hereof.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of Company shall at all times have the right, upon written notice to the Executive by Executive, to terminate the Company (a “Notice of Termination”) in the event that Executive's employment hereunder, if the Executive is unableshall, as determined by the independent members result of the Board of Directors (mental or any committee of the Board comprised solely of independent directors)physical incapacity, illness or disability, become unable to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) obligations hereunder for a period of ninety (90) 90 consecutive days, or for a total of ninety (90) days or more in . Upon any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated termination pursuant to this Section 9(c)5.2, the Executive will be entitled to receive Company shall (i) all Base Salary and benefits to be paid or provided pay to the Executive under this Agreement any unpaid Base Salary through the Date effective date of Terminationtermination specified in such notice, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable pay to the Executive the Incentive Compensation, if any, not yet paid to the Executive for any year prior to such termination, at such time as of the Date of Termination (such benefits shall be paid in accordance with Incentive Compensation would otherwise have been payable to the provisions of the applicable arrangements)Executive, and (iii) pay to the amount Executive a severance payment equal to three (3) months of any cash bonus related to any year ending before the Date Executive's Base Salary at the time of Termination that has been earned but remains unpaidsuch disability, and (iv) health insurance benefits substantially commensurate with pay to the Company’s standard health insurance benefits Executive (within 45 days after such termination) a pro rata portion of the Incentive Compensation, if any, for the Executive and year in which such termination occurs, as calculated pursuant to the Executive’s spouse and dependents through the second anniversary terms of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights 3.3 (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to provisos set forth in clauses (i) and - (iii) will of such Section); provided that, for purposes of such calculation, (x) EBT shall be calculated for the portion of the year through the end of the month prior to the month in which such termination occurs and based upon unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, as approved and reviewed by the Board or the Committee, as applicable, and (y) in determining the maximum Incentive Compensation for such year, Base Salary shall be the amount of Base Salary actually paid to the Executive during the year of termination other than pursuant to Section 5.2(iii), and (v) pay to the Executive’s , within 45 days after the termination date, any Deferred Compensation earned in prior years during the Term, whether or not vested, and a pro rata portion of the Deferred Compensation for the current year, if any. Whether any Deferred Compensation is due for the current year shall be determined pursuant to Section 3.5(i)-(iii) after multiplying each of Net Revenues and EBT for the year through the month prior to the month in which termination occurs by a fraction, the numerator of which is 12 and the denominator of which is the number of months in the year through the month prior to the month in which termination occurs, and using the product of each in performing the calculations under Section 3.5(i)-(iii). If Deferred Compensation is due, the amount due shall be calculated by multiplying .50 by the amount of Base Salary paid to the Executive for the year excluding severance payments pursuant to Section 5.2(iii). The Company shall have no later further liability hereunder (other than thirty for (30i) days following reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the Executive’s Date provisions of TerminationSection 4.1, with and (ii) payment of compensation for unused vacation days that have accumulated during the date of calendar year in which such payment within such period determined by the Company in its sole discretiontermination occurs).

Disability. The 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 In the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the ExecutiveOfficer’s employment is terminated pursuant to this Section 9(c)terminates by reason of Disability, the Executive will Officer shall be entitled to receive (i) all Base Salary and benefits to be paid or provided the immediate vesting, to the Executive under this Agreement through extent not otherwise vested, of all outstanding equity incentive awards previously granted to Officer by the Date of Termination, (ii) any other unpaid benefits Public Company (including disability benefitsall awards granted pursuant to the Original Employment Agreement). Officer shall also be entitled to payment of an amount equal to the product obtained by multiplying one-twelfth (1/12) to which he is otherwise entitled under any planof Officer’s then-current base salary, policy or program reduced by 50%, by the number of whole months remaining from the Termination Date until the end of the Company applicable to the Executive Term (as of the Date of Termination (though such benefits Disability shall be not have occurred), with such amount being paid in accordance with approximately equal monthly installments commencing on the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second six-month anniversary of the Termination Date through the end of Terminationthe calendar year in which the termination occurs; provided, however, that to the extent such continued benefits six-month anniversary occurs after the end of the calendar year in which termination occurs, such amount shall terminate be paid in a lump sum on such six-month anniversary date. Such amount will be reduced by the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, amount of any cash payments that would become due to Officer under the plans and programs terms of Officer’s disability insurance or other disability benefit plan funded by Employer or Employer’s tax-qualified Defined Benefit Pension Plan during the period from the Termination Date until the end of the Term. In addition, Officer shall be entitled for a subsequent employer period of time through the end of the Term (as though such coverage and benefits Disability shall not have occurred) or until Officer’s death, whichever first occurs, to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that reimbursement by Employer of (a) the cost of any continued health coverage under Employer’s group medical insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that plan for the Executive or the Executivebenefit of Officer, Officer’s spouse and dependents are entitled dependents, if any, should he or they elect continued coverage under COBRA, provided he or they were covered under the plan immediately prior to Officer’s termination, and (b) the cost of continued coverage under COBRA Employer’s life and any rights (including long-term disability plans for the length benefit of coverage) that the Executive and the Executive’s spouse and dependents may be entitled Officer, should Officer elect to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided obtain an individual conversion policy, subject to the Executive terms, conditions, and limitations contained in such policy. Coverage under another group plan (e.g., through a new employer) other than an individual conversion policy shall result in the Executive’s spouse or dependents pursuant to this Agreementimmediate cessation of the reimbursement and continuation of the applicable Employer benefit plans. The amounts referred to in clauses (i) If and (iii) will be paid to the Executive’s no later than thirty (30) days following the date extent required to prevent a liability under Section 409A of the Executive’s Code, Officer will pay the cost of such coverage for the first six months after the Date of Termination, and Employer will reimburse Officer for such costs on the six-month anniversary of Officer’s “separation from service” as defined in Section 409A of the Code, and such costs for the remaining period of coverage shall be paid by Employer in accordance with the date of such payment within such period determined applicable plan. All payments under this Section 5.2.1 shall be subject to Section 5.2.8, Section 5.2.10., Section 6, and to the additional benefit described in Section 5.2.9, if allowed by the Company in its sole discretionlaw and by this Agreement.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice to If the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, shall become Disabled so as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to be unable to perform the essential functions of his regular duties and responsibilities, the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation, due the Board of Directors may remove the Executive from any responsibilities and/or reassign the Executive to a medically determinable physical another position with the Employer for the remainder of the Term or mental illness 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 has lasted (the Executive may be ineligible for one or can reasonably be expected to lastmore such benefits under applicable plan terms) for a period of ninety time equal to twelve (9012) consecutive daysmonths 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, or for such period shall be considered a total paid leave of ninety (90) days or more in absence and the Executive shall have the contractual right to return to employment at any consecutive one hundred and eighty (180) day-time during such period. If the Executive’s Disability continues beyond such twelve (12) month period, the Executive’s employment is may be terminated pursuant to this Section 9(cby 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 certified by at least two (2) duly licensed and qualified physicians, one (1) approved by the Board of 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 disability, the Executive’s legal representative, that the Executive will be entitled to receive (i) all Base Salary and benefits to be paid suffers from a physical or provided to mental impairment that renders the Executive unable to perform the Executive’s regular personal duties under this Agreement through the Date and that such impairment can reasonably be expected to continue for a period of Termination, three (ii3) consecutive months or for shorter periods aggregating ninety (90) days in any other unpaid benefits twelve (including disability benefits12) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Terminationmonth period; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage Executive’s primary care physician may not serve as one of the Examining Physicians without the consent of the Employer and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive (or the Executive’s spouse and dependents are entitled legal representation). The Executive shall cooperate with any reasonable request of a physician to under COBRA and any rights (including the length submit to a physical examination for purposes of coveragesuch certification. Nothing in this Section 6(d) that the Executive and shall be construed to waive the Executive’s spouse rights, if any, under existing law including, without limitation, the Family and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of TerminationAmericans with Disabilities Act, with the date of such payment within such period determined by the Company in its sole discretion42 U.S.C. §12101 et seq.

Disability. The ExecutiveThis Agreement will terminate immediately, without notice, in the event Employee is prevented from performing Employee’s duties hereunder by reason of becoming physically or mentally disabled. For purposes of this Agreement, the term “disabled” shall mean that Employee shall be unable to perform her duties by reason of any mental or physical disability which is expected to last at least six (6) months or result in death, as certified by the provider of an accident, long-term disability or health plan covering employees of Employer. Determination of such disability shall be made by the provider of such accident, long-term disability or health plan covering said Employee or by the Social Security Administration. Upon the request of Employer, Employee must submit proof to Employer of the provider’s determination or Social Security Administration’s determination of disability. During any period prior to termination or expiration of the then current term of this Agreement, whichever is earlier, during which Employee fails to perform Employee’s duties as a result of incapacity due to physical or mental illness, Employee shall continue to receive Employee’s full salary at the rate then in effect for such period until the earlier of (i) the expiration of such then current term of this Agreement or (ii) the date on which Employee’s employment terminates pursuant to this Agreement may Paragraph 14, provided that payments so made to Employee during such period shall be terminated by delivery of written notice to the Executive reduced by the Company (sum of the amounts, if any, payable to Employee under any disability benefit plans of Summit that were not previously applied to reduce such payment. In the event of a “Notice termination pursuant to Paragraph 13 or 14, Summit shall be relieved of Termination”) all its obligations under this Agreement, except that Summit shall pay to Employee, or to Employee’s estate in the event that the Executive is unableof Employee’s subsequent death, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to lastEmployee’s base salary under Paragraph 2(a) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Terminationdate on which such termination shall have occurred and any accrued but unpaid benefits, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (reduced during such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) period by the amount of any cash bonus related to benefits received by Employee under any year ending before the Date of Termination that has been earned but remains unpaid, disability policy maintained by Summit and (iv) health insurance by any death benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, payable under the benefit plans and programs of a subsequent employer (referenced in Paragraph 4. All such coverage and benefits payments to Employee or to Employee’s estate shall be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that made in the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionsame manner as other payroll obligations.

Disability. The 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, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), unable to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness Disability that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-day period. “Disability” means a physical or mental impairment 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(c10(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements)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 any year such Fiscal Year ending before the Date of Termination that has the Executive would have otherwise been earned but remains unpaidentitled to had Executive not terminated, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits amount of any target cash bonus for the Executive and the Executive’s spouse and dependents through the second anniversary of Fiscal Year in which the Date of Termination; providedTermination occurs, however, that such continued benefits shall terminate pro-rated based on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under portion of the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage applicable Fiscal Year that the Executive or worked for the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this AgreementCompany. The amounts referred to in clauses (i) and 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 clause (iv) will be paid to the Executive’s no later than thirty Executive within sixty (3060) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice to If, during the Employment Term, the Executive by the Company shall become disabled (a “Notice of Termination”as defined in Xxxxx-Craft's then existing disability policy) in the event so that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), he shall be unable substantially to perform the essential functions of his regular duties and responsibilitiesservices hereunder, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to lasta) for a period of ninety six consecutive months or (90b) for an aggregate of six months within any period of 12 consecutive months, then the Chief Executive Officer or the Board may, at any time during the continuance of such disability, terminate the Employment Term on 30 days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If ' prior written notice to the Executive’s employment is . After such termination, the Executive shall have no further obligation to perform services for Xxxxx-Craft pursuant to Section 2 but shall be entitled to receive from Xxxxx-Craft, in lieu of the amounts which would otherwise be payable under Section 4, (i) within 30 days after such termination, the base salary, and pro rata target bonus with respect to the then current fiscal year, that would have been payable to the Executive under Section 4, had the Employment Term ended on the last day of the month in which the Employment Term was terminated pursuant to this Section 9(c)10.2, (ii) an amount (payable at the same times as salary is paid to the other senior executives of Xxxxx-Craft) at an annual rate equal to one-half of the Executive's "Average Annual Compensation" (as defined in Section 10.3) at the date of the termination of the Employment Term, such amount to be payable for the 12-month period beginning on the first day of the month following the month in which the Employment Term shall have been terminated pursuant to this Section 10.2, and (iii) pursuant to Section 4.2.3, all Deferred Compensation amounts previously deferred and credited to the Account. The Executive will shall also be entitled to receive (i) all Base Salary normal post-termination compensation and benefits under Xxxxx-Craft's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to be paid or provided to the Executive under this Agreement through the Date of Termination. After such termination, (ii) all outstanding stock options, including the Optio granted pursuant to Section 6.2, held by the Executive shall become fully exercisable and shall remain exercisable pursuant to the terms of the plan under which it was granted. The Executive shall have no obligation to accept any other unpaid benefits (including disability benefits) employment offered to him by others in order to minimize, or to be set off against, the amounts to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this AgreementSection 10.2. The Xxxxx-Craft shall not interpose any defense against payment of such amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date based on refusal of the Executive’s Date Executive to seek or accept other employment. However, if the Executive shall obtain other employment, then amounts due to him pursuant to clause (ii) of Terminationthis Section 10.2 shall be reduced, with pro tanto, by amounts actually received by him for services rendered in such other employment during the date of such payment within such period determined by the Company in its sole discretiontime amounts are payable pursuant to said clause (ii).

Disability. The Executive’s In the event the Employee shall become Disabled (as hereinafter defined) during the Employment Period, the Bank or the Company may terminate the Employee's employment pursuant to under this Agreement may be terminated by delivery of giving him written notice of such termination ("Disability Termination Notice"). In the event of any such termination during the Employment Period, the Bank shall continue to pay the Employee his Base Cash Compensation, at the rate in effect immediately prior to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members giving of the Board of Directors (or any committee Disability Termination Notice, through the end of the Board comprised solely Employment Period (through the Termination Date then in effect). In addition, the Employers shall cover the Employee under their disability plans, if any, in effect from time to time under the terms and conditions that such coverage is made available to other employees of independent directors)the respective Employers, and the Employee shall be entitled to perform any benefits payable to him under such disability plans. While disabled, the essential functions Bank shall continue to provide the Employee and his dependents with coverage under its Life, Disability and Medical Plans until the Employee reaches the age of his regular duties and responsibilitiessixty-five (65) years old to the extent that it may do so under the provisions of such plans, with or without reasonable accommodationthe Employee's contributions to the premiums under such plans being no more than the amounts he paid for such premiums prior to his disability, due adjusted from time to a time for normal periodic increases in such premiums applied in general to employees of the Bank. The Employee shall be "Disabled" for purposes of this Agreement if the Employee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental illness that has lasted (or impairment which can reasonably be expected to last) result in death or can be expected to last for a continuous period of ninety (90) consecutive days, not less than 12 months; or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) is, by reason of any other unpaid medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for at least three (including 3) months from an Employer’s long-term disability benefits) policy. The Employee shall be deemed to which be Disabled if he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits determined to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined totally disabled by the Company in its sole discretionSocial Security Administration.

Disability. The Executive’s employment by the Company of Executive pursuant to this Agreement may be terminated by delivery of written notice to Executive at the Executive by option of the Company (a “Notice of Termination”) in the event that as a result of the Executive’s incapacity due to physical or mental illness, the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), unable to perform the essential functions of his regular duties, services and responsibilities hereunder or shall have been absent from his duties and responsibilities, with or without reasonable accommodation, due to hereunder on a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) full-time basis for a period of ninety (90) 90 consecutive days, days or for a total an aggregate of ninety (90) 90 days or more in any six-month period, and within thirty days after notice is given by the Company (which notice may be delivered no earlier than thirty days prior to the expiration of such 90 consecutive one hundred and eighty (180) daydays or six month period, as the case may be), the Executive shall not have returned to the performance of his duties hereunder on a full-periodtime basis. If In the Executive’s event the employment by the Company of Executive is terminated pursuant to this Section 9(c11(c), the Executive will shall be entitled to receive (i) all Base Salary the following, subject to Section 25 hereof, but only if, with respect to the payments and benefits to be paid or provided to the Executive under this Agreement described in clauses (ii) through (iv), within 45 days after the Date of Termination, (ii) any other unpaid benefits (including disability benefits) Executive shall have executed and not revoked a full release of claims in a form satisfactory to which he is otherwise entitled under any plan, policy or program of the Company applicable to (the Executive as of “Release”): (i) the Date of Termination (such benefits shall be paid Base Salary Benefit, payable on a bi-weekly basis in accordance with the provisions Company’s regular payroll practices, (ii) payment of Cash Bonuses in the applicable arrangements)amounts and on the dates such bonuses would have been payable had Executive continued employment through the Scheduled Termination Date, (iii) any payout under the amount of any cash bonus related to any year ending before Other Equity Awards or the Date of Termination that has been earned but remains unpaid2000 XXX Award (other than the Terminated RSUs) as provided for by the applicable award certificate and equity plan upon Executive’s disability, and (iv) health insurance benefits substantially commensurate with continuation of the Company’s standard health insurance benefits for the Executive Health Benefits and the Executive’s spouse and dependents Welfare Benefits through the second anniversary of the Date of TerminationScheduled Termination Date; provided, however, that such continued benefits amounts payable to Executive under this Section 11(c) shall terminate on be reduced by the date or dates Executive receives substantially similar coverage and benefits, without waiting period or preproceeds of any short- and/or long-existing condition limitations, term disability payments under the Company plans and programs of a subsequent employer (such coverage and benefits referred to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits in Section 9 hereof to which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of during such payment within such period determined by the Company in its sole discretionperiod.

Disability. The Executive’s employment pursuant to For purposes of 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, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c)Agreement, the Executive will be entitled deemed "disabled" upon the earlier to receive occur of (i) all Base Salary his becoming disabled as defined under the terms of the disability benefit program applicable to the Executive, if any, and benefits (ii) his absence from his duties hereunder for one hundred eighty (180) consecutive days as a result of his incapacity due to be paid accident or provided physical or mental illness. If the Executive becomes disabled (as defined in the preceding sentence), the Employment Period shall terminate on the last day of the month in which such disability is determined. Until such termination of the Employment Period, the Company shall continue to pay to the Executive under this Agreement through his base salary, any additional compensation authorized by the Date Company's Board of TerminationDirectors, (ii) any and other unpaid remuneration and benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid provided in accordance with the provisions Paragraph 2 hereof, all without delay, diminution or proration of the applicable arrangements), any kind whatsoever (iii) except that his remuneration hereunder shall be reduced by the amount of any cash bonus related payments he may otherwise receive as a result of his disability pursuant to any year ending before a disability program provided by or through the Date of Termination that has been earned but remains unpaidCompany), and (iv) health his medical benefits and life insurance shall remain in full force. After termination of the Employment Period as a result of the disability of the Executive, the medical benefits substantially commensurate with the Company’s standard health insurance benefits for covering the Executive and his family shall remain in place (subject to the Executive’s spouse eligibility requirements and dependents through other conditions continued in the second anniversary of underlying plan, as described in the Date of Termination; providedCompany's employee benefits manual, however, that such continued benefits shall terminate on and subject to the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage requirement that the Executive or continue to pay the Executive’s spouse and dependents are entitled to under COBRA and any rights (including "employee portion" of the length of coverage) that the Executive cost thereof), and the Executive’s spouse 's life insurance policy under the Management Insurance Program shall be transferred to him, subject to the obligation of the Executive to pay the premiums therefor. In the event that, notwithstanding such a determination of disability, the Executive is determined not to be totally and dependents may permanently disabled prior to the then scheduled expiration of the Employment Period, the Executive shall be entitled to resume employment with the Company under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and terms of this Agreement for the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date then remaining balance of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionEmployment Period.

Disability. The If during the term of employment and prior to any termination of this Agreement under Section 4.2 or 4.3, the Executive shall become physically or mentally 14 disabled, whether totally or partially, so that he is prevented from performing his usual duties for a period of six consecutive months, or for shorter periods aggregating six months in any twelve-month period, the Company shall, nevertheless, continue to pay the Executive his full compensation and continue to make the deferred compensation credits, 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 a pro rata bonus for the year in which the Disability Date occurs and shall pay the Executive disability benefits for the longer of (i) the period ending on the Term Date or (ii) one year following the Disability Date (in the case of either (i) or (ii), the "Disability Period"), in an annual amount equal to 75% of (a) what the Executive’s employment 's Base Salary otherwise would have been pursuant to this Agreement had the disability not occurred (and this reduced amount shall also be deemed to be the Base Salary for purposes of determining the amounts to be credited by the Company pursuant to Section 3.3 as further disability benefits) and (b) the average of the regular annual bonuses (excluding the amount of any special or spot bonuses) in respect of the two calendar years during the most recent five calendar years for which the annual bonus received by the Executive from the Company was the greatest, provided that such annual bonus shall not be less than $437,500 (all or a portion of which may be terminated deferred by delivery the Executive pursuant to Section 3.4). If during the term of written employment and subsequent to the Disability Date 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 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 Company shall continue to pay the Executive the disability benefits provided for in this Section 5 (notwithstanding any such recovery by the Executive) and the Executive shall be entitled to obtain other employment, subject, however, to the following: (i) the Executive shall be obligated to perform advisory services during any balance of the term of employment; and (ii) the provisions of Section 9 and the last paragraph of Section 2 shall continue to apply to the Executive during the Disability Period. The advisory services referred to in clause (i) of the immediately preceding sentence shall consist of rendering advice concerning the business, affairs and management of the Company as requested by the Company (a “Notice of Termination”) in the event that but the Executive is unableshall not be required to devote more than five days (up to eight hours per day) each month to such services, as determined by which shall be performed at a time and place mutually convenient to both parties. Any income from such other employment shall not be applied to reduce the independent members of Company's obligations under this Agreement. The Company shall be entitled to deduct from all payments to be made to the Board of Directors (or any committee of Executive during the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated Disability Period pursuant to this Section 9(c), 5 an 15 amount equal to all disability payments received by the Executive will be entitled (but only with respect to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program that portion of the Company applicable to Disability Period occurring during the Executive as term of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements)employment) from Workmen's Compensation, (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, Social Security and (iv) health disability insurance benefits substantially commensurate with policies maintained by the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that for so long as, and to the extent that, proceeds paid to the Executive from such continued benefits disability insurance policies are not includible in his income for federal income tax purposes, the Company's deduction with respect to such payments shall terminate on be equal to the date or dates Executive receives substantially similar coverage product of (i) such payments and benefits(ii) a fraction, without waiting period or pre-existing condition limitations, 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 plans and programs of a subsequent employer (such coverage and benefits Disability Date are intended to be determined on a coverage-by-coverage or benefit-by-benefit basis); disability payments, regardless of the manner in which they are computed. Except as otherwise provided furtherin this Section 5, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) the term of employment shall run concurrently with any continuation coverage that continue during the Disability Period and the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may shall be entitled to under COBRA all of the rights and benefits provided for in this Agreement, except that Sections 4.2 and 4.3 shall not apply during the Disability Period and unless the Company has restored the Executive to fill-time service at full compensation prior to the end of the Disability Period, the term of employment shall end and the Executive shall cease to be an employee of the Company at the end of the Disability Period and shall not be increased (entitled to notice and severance or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse receive or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionfor any accrued vacation time or unused sabbatical.

Disability. The If the Executive’s employment pursuant , due to physical or mental ---------- injury, illness, disability or incapacity, shall fail to render the services provided for in this Agreement may be terminated by delivery for a consecutive period of three (3) months, or an aggregate of three (3) months in any six (6) month period, the Company may, at its option, terminate the Executive's employment hereunder upon thirty (30) days' written notice to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-periodExecutive. If the Executive’s employment of the Executive is terminated pursuant to this Section 9(c5(a), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided Company shall have no further obligations to the Executive under this Agreement through hereunder after the Date date of Terminationtermination other than the payment or provision, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any planas applicable, policy or program of the Company applicable to the Executive as of (w) the Date Base Salary accrued and unpaid and PTO accrued and unused through the date of Termination (such benefits shall be paid termination and Base Salary payable in accordance with the provisions Company's payroll policies for a period of three (3) months following such termination, (x) the pro rata portion of the applicable arrangements)bonus payment set forth in Section 4(b) hereof, based upon the number of days the Executive was employed during the Company's fiscal year for which such bonus is computed, to the extent the numerical requirements are actually met for the fiscal year in question, which shall be payable at the same time such bonus would have been paid under Section 4(b) hereof, (iiiy) the amount benefits set forth in Sections 4(d) and 4(e) hereof for a period of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaidthree (3) months following such termination, and (ivz) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for any unreimbursed business expenses of the Executive that are otherwise reimbursable hereunder. Notwithstanding anything contained to the contrary in this Agreement or any stock option agreement between the Company and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on upon the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents termination pursuant to this Agreement. The amounts referred Section 5(a), all stock options granted to in clauses (i) Executive shall immediately vest and (iii) will be paid to remain exercisable until the Executive’s no later than thirty (30) days following the date earlier of the Executive’s Date twelve (12) month anniversary of Termination, with the date of such payment within termination and the expiration of such period determined options on the scheduled expiration dates set forth in the stock option agreements related thereto. This provision shall not preclude the Executive from claiming or obtaining such disability benefits to which he may be entitled pursuant to any plan maintained by the Company in its sole discretionfor disability incurred during the period of his employment by the Company.

Disability. The 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”) or to the Company by the Executive in the event that (i) the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), becomes unable to perform the essential functions his duties as set forth in Section 3 by reason of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted or accident for any six (or can reasonably be expected to last) for a period of ninety (906) consecutive days, month period or (ii) the Company receives written opinions from both a physician for the Company and a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-periodphysician for the Executive that the Executive will be so disabled. If In the event the Executive’s employment is terminated pursuant to this Section 9(c10(c), the Executive will shall be entitled to receive (iA) all Base Salary 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. All of the payments required to be paid or provided pursuant to this Section 10(c) shall be paid to the Executive under this Agreement through the Date of Termination, no later than ten (ii10) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of 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 continued benefits shall terminate on the date or dates Executive receives substantially similar coverage payments, if any, and benefitsprovided, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance 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 Section 10(c), all of the Executive’s options to purchase shares of capital stock of the Company which are provided under unvested 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 Agreement (including benefits under Section 9(m10(c)) shall run concurrently with any continuation coverage that , all of the Executive’s options to purchase capital stock of the Company which are vested as of the Date of Termination or become vested pursuant to the immediately preceding sentence may be exercised by the Executive within the earlier of (i) the tenth anniversary of the date the options were granted or (ii) one (1) year following the Date of Termination and 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 exercise price and dependents are entitled withholding tax obligations having withheld a number of option shares that have a fair market value equal to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionobligations).

Disability. The 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 In the event that the Executive is unableEmployee shall sustain a disability and be unable to perform his duties and responsibilities during the term of this Agreement, as determined shall have been certified by the independent members of at least two (2) duly licensed and qualified physicians approved by the Board of Directors (or any committee of the Board comprised solely of independent directorsCompany (the "Examining Physicians"), the Company shall continue to pay to the Employee while such disability continues the full amount of his base salary as set forth in Paragraph 4(a) hereof for a period following the Date of Disability equal to the lesser of (i) six months or (ii) the period ending upon the last date of inception of the payment of benefits under all disability insurance policies to which the Employee may become entitled pursuant to Paragraph 6(b) hereof. Thereafter, if the Employee's disability shall continue (as evidenced by the continued absence of the Employee from his duties), the employment of the Employee under this Agreement shall terminate and all obligations of the Employee shall cease and the Employee shall be entitled to receive only the benefits, if any, as may be provided by any insurance to which he may have become entitled pursuant to Paragraph 6(b) hereof, the payment of any amounts of the Employee's base salary then remaining to be paid under Paragraph 4(a) hereof through the date of the termination of the Employee's employment and except as provided in Section 8(e) hereof. "Disability" means the complete disability of the Employee resulting from injury, sickness, disease or infirmity due to age, whereby the Employee is unable to perform his usual services for the essential functions of his regular duties and responsibilitiesCompany, with or without reasonable accommodationaccommodation as required by law; the "Date of Disability" shall be deemed to be the date on which the Board of Directors of the Company receives written notice from the Examining Physicians stating that the Employee is suffering a Disability as defined herein. Following the Date of Disability, due Employee shall also be eligible to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If receive the Executive’s employment is terminated benefits pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary Initial Options as may be set forth in the Option Agreements, the forms of which are set forth as Exhibits B-1 and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, B-2 hereof and (ii) any the Performance Options and other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable options that may have been granted to the Executive as of Employee during the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionEmployment Period.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice to the Executive by the Company or to the Company by the Executive (a “Notice of Termination”) in the event that the Executive is unable, as reasonably determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors)Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, responsibilities due to a medically determinable physical or mental illness or injury that has lasted (or can reasonably be expected to last) for a period of ninety six (906) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-periodmonths. If In the event the Executive’s employment is terminated pursuant to this Section 9(c)4.4, the Executive will shall be entitled to receive receive, when the same would have been paid to the Executive, (i) all any unpaid Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) an amount equal to the pro rata portion of the average of Executive’s annual bonus(es) or award(s) for the prior three (3) fiscal years pursuant to any cash bonus plan maintained by the Company (other than the LTCP) in respect of the fiscal years preceding the Date of Termination, payable over the twelve (12) 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 (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 Executive as of the Date of Termination (such benefits shall be paid Termination, in accordance with the provisions terms of such plan, policy or program. In addition, the Executive shall be fully vested in all then outstanding options to acquire stock of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaidCompany, and (iv) health insurance benefits substantially commensurate with all then outstanding restricted shares of stock and restricted stock units of the Company’s standard health insurance benefits for Company held by the Executive and any such options shall remain exercisable until the Executive’s spouse and dependents through earlier of (x) the second anniversary of the Date of Termination; provided, however, 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 such continued benefits shall terminate on is outstanding (whether vested or unvested) as of the date or dates Executive receives substantially similar coverage hereof and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits that is intended to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits qualify as an “incentive stock option” under Section 9(m)) shall run concurrently with 422 of the Code. For the avoidance of doubt, settlement of any continuation coverage that restricted stock units, the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length vesting of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents is accelerated pursuant to this Agreement. The amounts referred , 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 clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of applicable award agreement regarding such payment within such period determined by the Company in its sole discretionunits.

Disability. The 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”a) in In the event that the Executive is unable, Employee shall suffer a Disability (as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to lastdefined below) for a period of ninety (90) at least six consecutive days, months or for a total of ninety (90) days or more nine months in the aggregate in any 12-consecutive one hundred and eighty month period, the Company shall have the option at any time thereafter to notify the Employee in writing of the Company's election to terminate the Employee's employment hereunder for Disability. Such termination will become effective on the date fixed by the Board of Directors in a written notice of termination to the Employee (180) day-period. If the Executive’s employment but not less than 30 days after such notice is terminated pursuant to this Section 9(cgiven), unless the Executive will Employee shall have returned to perform his duties prior to the effective date of such termination. The Employee's compensation, as provided for hereunder, shall continue to be paid during any period of Disability prior to and including the effective date of the termination of the Employee's employment for Disability and the Employee shall be entitled to (x) a continuation of the Employee's annual salary (at the rate in effect immediately prior to his termination by reason of Disability or, if greater, at the highest annual salary rate in effect at any time during the two-year period preceding the date of termination by reason of Disability) from the date of termination of employment to the expiration of two years from the date of such termination for Disability (in the event of the Employee's death during such two-year period, Employee's designated beneficiary or, in the absence of such designated beneficiary, his estate, shall be entitled to receive such payments for the balance of such two-year period) and (iy) all Base Salary and benefits any payments required if the Company elects to be paid or provided extend the one-year Restricted Period pursuant to subparagraph 7(D) (if the Employee shall die prior to the Executive under this Agreement through expiration of the Date Restricted Period, and the Company may have theretofore elected to extend the Restricted Period, the Employee's designated beneficiary or, in the absence of Terminationsuch beneficiary, (ii) his estate, shall be entitled to receive such payments). Such termination shall not affect or impair any other unpaid benefits (including disability benefits) to which he is otherwise entitled right the Employee may have under any planpolicy of long-term disability insurance or benefits then maintained on his behalf by the Company. In addition, policy or program for a period of two years following termination of the Company applicable Employee's employment for Disability, the Employee and his dependents, as the case may be, shall continue to receive the Executive benefits set forth under subparagraph 5(A) hereof, as of the Date of Termination (well as any additional benefits as may be provided during such benefits shall be paid two-year period to executive employees or their dependents during such period in accordance with the provisions terms of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, Company's policies and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided practices. Any stock option granted to the Executive and the Executive’s spouse or dependents pursuant Employee which has not, by its express terms, vested shall be deemed to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with have vested on the date of such payment within such period determined termination of employment and shall thereafter be exercisable by the Company in its sole discretionEmployee, his beneficiary, conservator or estate, as applicable, for the maximum period of time allowed for exercise thereof under the terms of such option but not less than six months following the termination of Employee's employment pursuant to this subparagraph (B).

Disability. The Executive’s employment pursuant to this Agreement If the Executive becomes Disabled (as defined below) during the Period of Employment, the Period of Employment may be terminated by delivery at the option of the Executive upon written notice of resignation to the Executive by Company, or at the option of the Company upon thirty (a “Notice 30) days’ advance written notice of Termination”) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), termination to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive. The Company’s employment is terminated pursuant obligation to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided make payments to the Executive under this Agreement through will cease as of such date of such termination, except for the Date payment of: (i) Base Salary and Incentive Compensation Awards earned but unpaid as of Termination, the date of such termination and (ii) a pro rata portion of the Incentive Compensation Award in respect of the fiscal year in which such termination occurs (paid at the Target Level), provided that all performance targets relating to such Incentive Compensation Award are attained, with such pro rata portion to be paid at such time or times as incentive compensation awards in respect of such fiscal year are payable by the Company to its other executive officers. In addition, upon such event, all of the Executive’s outstanding and unvested stock options and any other unpaid benefits (including disability benefits) equity awards or other incentives or compensation that is subject to which he is otherwise entitled under any planvesting will become immediately and fully vested and exercisable and all such options, policy or program awards, incentives and compensation shall remain exercisable in accordance with the terms of the Company respective plans and/or agreements. Furthermore, upon such event, the Executive shall be entitled to continue coverage under all health and welfare plans for the Executive and members of the Executive’s immediate family, including medical and dental benefits, during the twelve (12)-month period immediately following such event, with the Executive’s cost being no greater than the cost applicable to the Executive as had the Executive been an active, full-time employee of the Date Company during such period. Following the expiration of Termination such twelve (such benefits shall be paid in accordance with the provisions of the applicable arrangements)12)-month period, (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date members of the Executive’s Date immediate family, will be permitted to continue coverage under the Company’s medical, prescription and dental plan for any remaining continuation period required under the Consolidated Omnibus Budget Reconciliation Act of Termination1985, with as amended (“COBRA”) (treating such twelve (12)-month period as part of the date continuation period required by COBRA), at the applicable premium rate for similarly situated participants. For purposes of such payment within such period determined by the Company in its sole discretion.this Agreement, “

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice In the event that, due to the Executive by physical or mental disability or illness of the Company (a “Notice of Termination”) in the event that Executive, the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), shall be unable to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) her position for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-consecutive days or for one hundred eighty (180) days, whether or not consecutive, in any twelve (12) month period, the Company shall have the option, in accordance with applicable law, to terminate the Term of Employment upon written notice to the Executive. If Whether the Executive is subject to a “disability” and whether the disability substantially impairs the Executive’s employment ability to perform the essential functions of her position under this Agreement shall be determined by the decision of a medical specialist selected by the Company and the Executive (or the Executive’s legal representative if the Executive is terminated incapable of making such determination). Upon termination pursuant to this Section 9(c), the Executive will be entitled to receive 5.2.: (i) all 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 an amount equal to the disability benefits payable to the Executive for the period of time during which the unpaid Base Salary accrued and benefits any Incentive Compensation earned but unpaid as of the Termination Date for any previously completed fiscal year of the Company, (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 paid pro- rated under this part (ii) shall be the amount of Incentive Compensation earned by the Executive for whichever of the prior three (3) fiscal years provided the greatest Incentive Compensation); and (iii) the Company shall continue to provide the Executive with the benefits she was receiving under Section 4.2. hereof (the “Benefits”) for thirty-six (36) months following the Termination Date, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive under this Agreement through the Date of TerminationExecutive.1 Additionally, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to 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 for periods continuing after the Termination Date shall instead be completely phased in as of the Termination Date on the basis of deemed “plan” level performance achievement. 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 (such benefits shall be paid in accordance with Date, subject, however to the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaidSection 4.1., and (ivy) health insurance benefits substantially commensurate with payment of compensation for unused vacation days that have accumulated during the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer prior twelve (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis12) month period); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

Disability. The 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, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s 's employment is terminated pursuant by American by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to this Section 9(c)the Executive, the Executive will be entitled to receive other than for (i) all Base Salary payment of Accrued Obligations, (ii) the timely payment or provision of Other Benefits (as qualified hereafter) and (iii) payment of the Pro Rata Bonus; provided, that to the extent required in order to comply with Section 409A of the Code, amounts and benefits to be paid or provided under this Section 5(c) shall be paid, with Interest, or provided to the Executive under this Agreement through on the Date first business day after the date that is six months following the Executive's "separation from service" within the meaning of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable Section 409A. Accrued Obligations shall be paid to the Executive or Executive's legal representative, as applicable, in a lump sum in cash within 30 days of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits Pro Rata Bonus shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive or Executive’s no later than thirty (30's legal representative, as applicable, on the date specified in Section 5(a)(i)(B). With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 5(c) days following shall be those disability benefits as in effect on the date of the Executive’s Date 's Disability which American customarily pays or provides in the event of Termination, with the Disability of a member of its senior staff. American shall pay the costs of providing to the Executive's eligible dependents (as of the date of such payment within such Disability) COBRA coverage for medical and dental benefits for the maximum period determined by then allowed under American's health and welfare plans. Stock options, DSs and performance units previously granted to the Company Executive shall be exercisable, vested and/or distributed, as the case may be, in its sole discretionaccordance with the terms of the applicable grant agreement for a termination due to the Executive's Disability. With respect to performance units granted to the Executive, they shall be distributed (in accordance with the terms of the applicable grant agreement) when they become due in the normal course based on a determination of the Compensation Committee that the performance criteria established under the applicable performance unit plan have been satisfied.

Disability. The 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 In the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s 's employment hereunder is terminated pursuant to this the provisions of Section 9(c)1.6(b) hereof due to the Disability of the Executive, the Company shall be relieved of all of its obligations under this Agreement, except to pay the Executive will be entitled to receive (i) all Base Salary any accrued, but unpaid Salary, any authorized but unreimbursed business expenses, and any vacation or sick leave benefits to be paid or provided to which have accrued as of the Executive under this Agreement through the Date of Terminationdate on which such permanent disability is determined, but then remain unpaid, (ii) any other unpaid benefits accrued, but unpaid, Earnings Annual Bonus and Net Sales Annual Bonus and any declared, but unpaid, Discretionary Bonus Compensation but without accelerating the bonus payment date, and (including disability benefitsiii) an amount equal to which he is otherwise entitled under any plan, policy or program the difference between (a) the full monthly Salary payable hereunder as of the date of termination of the Executive's employment hereunder for a period consisting of that number of months equal to one (1) month multiplied by the number of full years that the Executive was an employee of the Company applicable or a subsidiary or predecessor in interest thereof, subject to a minimum of six (6) months, and (b) the monthly payment, if any, payable to the Executive as under the Company's salary continuation plan and/or disability plan, if any, for the corresponding month during the period set forth in clause (iii)(a) above. The provisions of the Date preceding sentence shall not affect the Executive's rights to receive payments under the Company's disability insurance plan, if any. Any amount due the Executive under clause (i) of Termination this paragraph shall be paid in a lump sum in cash within thirty (such benefits 30) days after the termination of the Executive's employment hereunder, any amount due the Executive under clause (ii) of this paragraph shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of TerminationDiscretionary Bonus Resolution; provided, however, that such continued benefits Bonus and Net Sales Annual Bonus shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than Executive within thirty (30) days following after the date issuance of the Executive’s Date Company's fiscal year audited financial results for which such Earnings Annual Bonus is due, and any amount due the Executive under clause (iii) of Termination, this paragraph shall be paid in accordance with the date Company's regular payroll periods during the period set forth in clause (iii). For purposes of such payment within such period determined by the Company in its sole discretionthis provision "salary" shall include any amounts due under Section 1.5(f) hereof.

Disability. The If during the term of employment and prior to any termination of this Agreement under Section 4.2 or 4.3, the Executive shall become physically or mentally disabled, whether totally or partially, so that he is prevented from performing his usual duties for a period of six consecutive months, or for shorter periods aggregating six months in any twelve-month period, the Company shall, nevertheless, continue to pay the Executive his full compensation and continue to make the deferred compensation credits, 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 a pro rata bonus for the year in which the Disability Date occurs and shall pay the Executive disability benefits for the longer of (i) the period ending on the Term Date or (ii) eighteen months following the Disability Date (in the case of either (i) or (ii), the "Disability Period"), in an annual amount equal to 75% of (a) what the Executive’s employment 's Base Salary otherwise would have been pursuant to this Agreement had the disability not occurred (and this reduced amount shall also be deemed to be the Base Salary for purposes of determining the amounts to be credited by the Company pursuant to Section 3.3 as further disability benefits) and (b) the Average Annual Bonus (all or a portion of which may be terminated deferred by delivery the Executive pursuant to Section 3.4). If during the term of written employment and subsequent to the Disability Date 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 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 Company shall continue to pay the Executive the disability benefits provided for in this Section 5 (notwithstanding any such recovery by the Executive) and the Executive shall be entitled to obtain other employment, subject, however, to the following: (i) the Executive shall be obligated to perform advisory services during any balance of the term of employment; and (ii) the provisions of Section 9 shall continue to apply to the Executive by during the Company (a “Notice of Termination”) Disability Period. The advisory services referred to in the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive clause (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to immediately preceding sentence shall consist of rendering advice concerning the Executive as business, affairs and management of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

Disability. The Executive’s If you should suffer a Permanent Disability at any time, the Company may terminate your employment pursuant to this Agreement may be terminated by delivery of hereunder upon ten (10) or more days' prior written notice to you. For purposes of this Agreement, a "Permanent Disability" shall be deemed to have occurred only when you are qualified for benefits under the Executive Company's Long Term Disability Insurance Policy. In the event of the termination of your employment hereunder by reason of Permanent Disability, the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (shall pay to you or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive your legal representative: (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program In conformity with regular payroll dates for salaried personnel of the Company applicable Company, an amount equal to the Executive as fifty percent (50%) of the Date base salary you were receiving at the date of Termination such termination under Paragraph 2A hereof (such benefits shall be paid in accordance with the provisions of the applicable arrangementsas adjusted by Paragraph 2B hereof), (iii) payable until you attain the amount age of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid65 or die, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Terminationwhichever occurs first; provided, however, that such continued benefits the amount payable under this Paragraph 9D(i) shall terminate on be reduced to the date extent of any payments made to you through any Company-sponsored group long term disability plan and also to the extent of any payments made to you under any other long term disability insurance policy (the "Supplemental LTD Policy") where the premiums for said Supplemental LTD Policy have either been paid by the Company or dates Executive receives substantially similar coverage and benefitsreimbursed to you by the Company. (ii) Any incentive compensation set forth in Paragraph 2C hereof earned in the fiscal year in which the termination of your employment occurs, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to which incentive compensation shall be determined on a coveragethe basis of the Company's operations through June 30 of such fiscal year, and shall be pro-by-coverage rated through the last day of your employment, and shall be paid within three (3) months of such June 30; (iii) Upon your attainment of age 65 or benefit-by-benefit basis); provided furtheryour death, that any continued health insurance benefits whichever occurs first, to the extent vested, the Monthly Deferred Compensation as set forth in Paragraph 2D with the first monthly payment beginning on the first day of the month immediately succeeding the month in which are provided you attained the age of 65 or died. The Company shall have no further obligation to you under this Agreement (including benefits under Section 9(m)) and you shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided have no further obligation to the Executive Company under this Agreement except as provided in Paragraph 12 and the Executive’s spouse or dependents pursuant to this AgreementParagraph 13 hereof. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.E.

Disability. The Executive’s employment Subject to the remainder of this Section 4(c), if Participant is Disabled prior to the date this Stock Option becomes fully vested and exercisable pursuant to Section 3, (i) a prorated portion of this Agreement may Stock Option shall automatically vest on the date Participant is Disabled, and (ii) the remaining unvested portion of this Stock Option shall be terminated by delivery of written notice automatically canceled and forfeited and returned to the Executive Company for no consideration. To the extent all or any portion of this Stock Option is outstanding and exercisable on the date Participant is Disabled, the vested portion of the Stock Option shall remain exercisable until the earlier of (x) one (1) year following the date Participant is Disabled, or (y) the Expiration Date. For purposes of this subsection, the pro-ration of the Stock Option that vests on the date Participant is Disabled shall be determined by dividing the Company (a “Notice number of Termination”) in days since the Grant Date by 1,096 and applying this percentage to the Stock Option. In the event the Participant had already vested in a portion of the Stock Option prior to becoming Disabled, the number of Stock Options that vest upon becoming Disabled shall be determined by calculating the Executive pro-rata number of Stock Options that Participant is otherwise entitled to, determined as set forth above, and deducting from this amount the number of Stock Options that had already vested. Any fractional Stock Option shall be rounded down such that only whole Stock Options are vested. For purposes of this subsection, Participant shall be “Disabled” if he or she has been unable, as determined by the independent members for a period of the Board of Directors (or any committee of the Board comprised solely of independent directors)twelve consecutive months, to perform the essential functions engage in any substantial gainful activity by reason of his regular duties and responsibilities, with or without reasonable accommodation, due to a any medically determinable physical or mental illness that impairment and has lasted (or can reasonably be expected to last) been receiving income replacement benefits for a period of ninety (90) twelve consecutive days, or months under the Company’s Long-Term Disability Program. The date that Participant is Disabled for a total purposes of ninety (90) days or more in any consecutive one hundred and eighty (180) daythis Agreement is the twelve-periodmonth anniversary of the date Participant commences receiving such benefits under the Company’s Long-Term Disability Program. If Participant ceases to receive benefits under the ExecutiveCompany’s employment is terminated pursuant Long-Term Disability Program prior to this Section 9(c)becoming Disabled and immediately returns to active Employment, the Executive Stock Option will be entitled continue to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid vest in accordance with the provisions Section 3 of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice In the event that, due to the Executive by physical or mental disability or illness of the Company (a “Notice of Termination”) in the event that Executive, the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), shall be unable to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) her position for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-consecutive days or for one hundred eighty (180) days, whether or not consecutive, in any twelve (12) month period, the Company shall have the option, in accordance with applicable law, to terminate the Term of Employment upon written notice to the Executive. If Whether the Executive is subject to a “disability” and whether the disability substantially impairs the Executive’s employment ability to perform the essential functions of her position under this Agreement shall be determined by the decision of a medical specialist selected by the Company and the Executive (or the Executive’s legal representative if the Executive is terminated incapable of making such determination). Upon termination pursuant to this Section 9(c), the Executive will be entitled to receive 5.2.: (i) all 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 an amount equal to the disability benefits payable to the Executive for the period of time during which the unpaid Base Salary accrued and benefits any Incentive Compensation earned but unpaid as of the Termination Date for any previously completed fiscal year of the Company, (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 paid prorated under this part (ii) shall be the amount of Incentive Compensation earned by the Executive for whichever of the prior three (3) fiscal years provided the greatest Incentive Compensation); and (iii) the Company shall continue to provide the Executive with the benefits she was receiving under Section 4.2. hereof (the “Benefits”) for thirty-six (36) months following the Termination Date, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive under this Agreement through the Date of TerminationExecutive.1 Additionally, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to 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 for periods continuing after the Termination Date shall instead be completely phased in as of the Termination Date on the basis of deemed “plan” level performance achievement. 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 (such benefits shall be paid in accordance with Date, subject, however to the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaidSection 4.1., and (ivy) health insurance benefits substantially commensurate with payment of compensation for unused vacation days that have accumulated during the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer prior twelve (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis12) month period); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

Disability. The During any period (the “Disability Period”) that the Executive’s employment pursuant , due to this Agreement may Disability, fails to perform satisfactorily and continuously the duties assigned to him and the services to be terminated performed by delivery of written notice him hereunder, EDGEN shall continue to pay to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Annual Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (iias in effect at such time) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of Section 3.1 hereof, less any compensation payable to the Executive under the applicable arrangements)disability insurance plan(s) of EDGEN during such Disability Period. Thereafter, (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and if the Executive’s spouse employment hereunder is terminated pursuant to Section 4.1 hereof, EDGEN shall have no further obligations hereunder after the Termination Date other than the payment of (a) any Annual Base Salary accrued and dependents unpaid on the Termination Date; (b) any Annual Bonus accrued and unpaid on the Termination Date for the year prior to the year in which the Executive’s termination occurs; (c) any un-reimbursed business expenses or other payments incurred by the Executive prior to the Termination Date that are reimbursable under Section 3.4 above; (d) any accrued benefits or other amounts or benefits required to be paid or provided under any plan, program, policy, practice, contract or agreement of EDGEN or its affiliates according to their terms (the payments and benefits set forth in items (a) through (d) being hereinafter referenced as the second anniversary “Accrued Obligations”); (e) the Annual Base Salary (as in effect during the year of such termination) payable in accordance with EDGEN’s customary payroll practices (less any compensation payable to the Executive under the applicable disability insurance plan(s) of EDGEN), to commence on the first payroll immediately following the termination and extending for the twelve (12) month period immediately following the Termination Date; and (f) the Executive’s pro rata portion of the Date Annual Bonus due pursuant to Section 3.2 hereof (subject to satisfaction on any applicable performance criteria, as determined in accordance with the applicable plan) for the year in which such termination occurs (based upon the number of Termination; provided, however, that days during such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage year that the Executive or was employed (excluding any Disability Period) over 365 days), payable on the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents same date as such Annual Bonus would have been payable for such year pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to Section 3.2 hereof had the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionEmployment Term not been so terminated.

Disability. The Executive’s 's employment pursuant to this Agreement hereunder may be terminated by delivery of written notice to during the Employment Period if the Executive by the Company is incapable of performing his principal duties hereunder because of physical or mental incapacity for a period of 45 consecutive working days or for more than 90 working days in any 12-month period (a “Notice of Termination”) in "Disability"). In the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s 's employment is to be terminated pursuant to this Section 9(c6(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided this Agreement shall terminate on the date specified in the notice of termination delivered to the Executive under this Agreement through the Date of Termination(subject to Section 8(g) and Section 18), (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive shall as of the Date such date resign from all of Termination (such benefits his positions, duties and authorities hereunder but shall continue to be paid in accordance with the provisions of the applicable arrangements), his Base Salary and (iii) the amount Executive shall be placed on a medical leave of any cash bonus related absence until the earlier to any year ending before occur of such date as he (A) qualifies for benefits under the Date Company's long-term disability plan or (B) is able to return to work, following which date his employment with the Company shall promptly be terminated. In the case of Termination that has been earned but remains unpaida termination of the Executive's employment pursuant to this Section 6(c), for purposes of calculating benefits pursuant to clauses (B) and (ivC) health insurance benefits substantially commensurate of this Section 6(c), the Termination Date shall be the date upon which portions of this Agreement are terminated pursuant to the immediately preceding sentence and for all other purposes, the Termination Date shall be the date upon which the Executive's employment with the Company’s standard Company is terminated. In such event, the Executive (or his represen- tative, as applicable) shall be entitled to: (A) the Accrued Benefits; (B) a lump sum payment in cash equal to one year's Base Salary as in effect on the Termination Date; (C) the Pro Rata Annual Bonus; and (D) the continuation of health insurance and welfare benefits at the levels in effect as of the Termination Date at no additional cost to the Executive than that which was in effect as of the Termination Date for the Executive and one-year period immediately following the Executive’s spouse and dependents through the second anniversary of the Date of TerminationTermination Date; provided, however, that such continued benefits shall terminate on be reduced to the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and extent comparable benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided made available to the Executive from a successor employer, and the Executive’s spouse or dependents Executive shall be obligated to report such benefits to the Company. It is acknowledged and agreed by the Executive that he shall be precluded from terminating his employment hereunder for Good Reason in the event that his employment hereunder is terminated pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionSection 6(c).

Disability. The 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 In the event that during the Executive is unable, as determined term of his employment by the independent members Corporation Executive shall become Disabled (as that term is hereinafter defined) he shall continue to receive the full amount of the Board of Directors (or any committee of the Board comprised solely of independent directors), base salary to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) which he was theretofore entitled for a period of ninety six months after he shall be deemed to have become Disabled (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-periodthe "First Disability Payment Period"). If the Executive’s employment is terminated pursuant First Disability Payment Period shall end prior to this Section 9(c)the Termination Date, the Executive will thereafter shall be entitled to receive salary at an annual rate equal to 80% of his then current base salary for a further period ending on the earlier of (i) all Base Salary and benefits to be paid six months thereafter or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits the Termination Date (including disability benefits) to which he is otherwise entitled under any plan, policy or program the "Second Disability Payment Period"). Upon the expiration of the Company applicable Second Disability Payment Period, Executive shall not be entitled to receive any further payments on account of his base salary until he shall cease to be Disabled and shall have resumed his duties hereunder and provided that the Corporation shall not have theretofore terminated this Agreement as hereinafter provided. The Corporation may terminate Executive's employment hereunder at any time after Executive as is Disabled, upon at least 10 days' prior written notice; PROVIDED, HOWEVER, that such termination shall not relieve the Corporation from its obligation to make the payments to Executive described above in this Paragraph 13. For the purposes of this Agreement, Executive shall be deemed to have become Disabled when (x) by reason of physical or mental incapacity, Executive is not able to perform his duties hereunder for a period of 90 consecutive days or for 120 days in any consecutive 180-day period and (y) Executive's physician or a physician designated by the Corporation shall have determined that it is unlikely that Executive will be able, by reason of physical or mental incapacity, to perform a substantial portion of his duties hereunder for the following 120 days. In the event that Executive shall dispute any determination of his disability pursuant to clauses (x) or (y) above, the matter shall be resolved by the determination of three physicians qualified to practice medicine in the United States of America, one to be selected by each of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, Corporation and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits third to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including selected by the designated physicians. If Executive shall receive benefits under Section 9(m)) any disability policy maintained by the Corporation, the Corporation shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided deduct the amount equal to the benefits so received from base salary that it otherwise would have been required to pay to Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionas provided above.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery Notwithstanding the provisions of written notice to subscription ---------- (a)(iii) below, if the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, shall be disabled so as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to be unable to perform the essential functions of his regular duties and responsibilities, the Executive's then existing position or positions under this Agreement with or without reasonable accommodation, due the Chief Executive Officer or the Board of Directors may remove the Executive from any responsibilities and/or reassign the Executive to a medically determinable physical another position with the Employer for the remainder of the Initial Term or, if the Initial Term has expired, any Extended Term, or mental illness 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 has lasted (the Executive may be ineligible for one or can reasonably be expected to lastmore such benefits under applicable plan terms) for a period of ninety (90) consecutive daystime equal to the remainder of the Initial Term or, or for a total of ninety (90) days or more in if the Initial Term has expired, any consecutive one hundred and eighty (180) day-Extended Term, provided that the Executive remains employed by the Employer during such period. If In the event that the Employer terminates the Executive’s 's employment is terminated without cause pursuant to this Section 9(c)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 will shall be entitled eligible to receive (i) all Base Salary Termination Benefits subject to and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions terms and conditions of the applicable arrangementsSection 6(d), (iii) provided that the Executive's Termination Benefit additionally shall be subject to reduction by the amount of any cash bonus related 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 year ending before period the Date Executive is disabled so as to be unable to perform the essential functions of Termination that has been earned but remains unpaidthe Executive's then existing position or positions with or without reasonable accommodation, the Executive may, and (iv) health insurance benefits substantially commensurate with at the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary request of the Date of Termination; providedEmployer shall, however, that such continued benefits shall terminate on submit to the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under Employer a certification in reasonable detail by a physician selected by the plans and programs of a subsequent employer (such coverage and benefits Employer to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that whom the Executive or the Executive’s spouse and dependents are entitled 's guardian has no reasonable objection as to under COBRA and any rights (including the length of coverage) that 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 issue shall be binding on the Executive’s spouse . Nothing in this Section 6(e) shall be construed to waive the Executive's rights, if any, under existing law including, without limitation, the Family and dependents may be entitled to under COBRA shall not be increased Medical Leave Act of 1993, 29 U.S.C. (or extended) due to any continued health insurance benefits which may be provided to the Executive S)2601 et seq. and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses Americans with Disabilities Act, 42 U.S.C. (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionS)12101 et seq.

Disability. The Executive’s employment pursuant Company shall have the right to this Agreement may be terminated by delivery of written notice to the Executive by the Company (a “Notice of Termination”) terminate in the event that the Executive is unableEmployee shall be prevented by Disability from substantially performing his duties and responsibilities hereunder for ninety (90) or more days out of any one hundred eighty (180) day period. For purposes of this Agreement, “Disability” shall mean, at any time the Company or any of its affiliates sponsors a long-term disability plan for the Company’s employees, “disability” as determined defined in such long-term disability plan for the purpose of determining a participant’s eligibility for benefits, provided, however, if the long-term disability plan contains multiple definitions of disability, “Disability” shall refer to that definition of disability which, if the Employee qualified for such disability benefits, would provide coverage for the longest period of time. The determination of whether the Employee has a Disability shall be made by a physician selected by the independent members of Company and reasonably acceptable to the Board of Directors (Executive or his representative(s). At any committee of time the Board comprised solely of independent directors)Company does not sponsor a long-term disability plan for its employees, Disability shall mean the Employee’s inability to perform the essential functions of his regular duties and responsibilitiesperform, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) the essential functions of the Employee’s position for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in days out of any consecutive one hundred and eighty (180) day-periodday period as a result of incapacity due to mental or physical illness as determined by the Board or the Committee in its sole discretion. If Any refusal by the ExecutiveEmployee to submit to a medical examination for the purpose of determining Disability shall be deemed to constitute conclusive evidence of the Employee’s employment is terminated Disability. In the event of a termination pursuant to this Section 9(c)Section, the Executive will be entitled Company shall pay the Employee, as severance pay, on the 30th day following termination of employment, an amount equal to his base salary that would have been paid through the end of the third month following the termination, after which time the Employee’s right (if any) to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits income continuation shall be paid determined solely in accordance with the provisions terms and conditions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for disability plans and/or any other compensation and benefit plans then in effect. For the Executive and avoidance of doubt, in the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs event of a subsequent employer (such coverage and benefits termination under this Section 7.B., the Employee shall not be entitled to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided other payments under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that except for the Executive Accrued Obligations or as set forth in the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretionimmediately preceding sentence.

Disability. The 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”) or to the Company by the Executive in the event that (i) the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), becomes unable to perform the essential functions her duties as set forth in Section 3 by reason of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted or accident for any six (or can reasonably be expected to last) for a period of ninety (906) consecutive days, month period or (ii) the Company receives written opinions from both a physician for the Company and a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-periodphysician for the Executive that the Executive will be so disabled. If In the event the Executive’s employment is terminated pursuant to this Section 9(c10(c), the Executive will shall be entitled to receive (iA) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (iiB) any other unpaid benefits an amount equal to one hundred percent (including disability benefits100%) to which he is otherwise entitled under any plan, policy or program of the Company applicable to Executive’s Base Salary at the Executive as then-current rate of Base Salary; provided, however, that in the event the Date of Termination is the date of delivery of the last physician’s opinion referred to in Section 10(c)(ii), the payment with respect to Base Salary, together with all Base Salary paid to the Executive following the first date that Executive was unable to perform her duties set forth in Section 3, shall equal one hundred and fifty percent (150%) of Executive’s Base Salary and; provided, further, that amounts payable to the Executive under this Section 10(c) shall be reduced by the proceeds of any short or long-term disability payments to which the Executive may be entitled during such benefits period under policies maintained at the expense of the Company as and to the extent such disability payments compensate the insured for lost wages resulting from the disability, and (C) to the extent applicable, an amount equal to the Pro Rata Bonus. In the event that the Executive is entitled to receive a payment with respect to the Pro Rata Bonus, she shall also be entitled to an additional severance amount equal to one hundred percent (100%) of the Pro Rata Bonus. All of the payments required to be paid pursuant to this Section 10(c) shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of no later than ten (10) days following the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA Pro Rata Bonus and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA additional severance amount related thereto shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s Executive no later than thirty five (305) days following the determination of the amount of such payments, if any. The Company will also provide the Executive and her eligible dependents continued health and medical benefits as contemplated by Section 9 hereof through the date one (1) year after the Date of Termination (provided, however, that in the event the Date of Termination is the date of delivery of the last physician’s opinion referred to in Section 10(c)(ii), the Company will provide such health and medical benefits through the date that is eighteen (18) months following the first date that Executive was unable to perform her duties as set forth in Section 3); the Company may satisfy this obligation by paying COBRA premium payments with respect to Executive and her eligible dependents (with the Executive paying the portion of such COBRA payments that Executive was required to pay prior to the Date of Termination). Additionally, in the event that the Executive’s employment is terminated pursuant to this Section 10(C), all of the Executive’s options to purchase shares of capital stock of the Company (including the New Option) which are unvested 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 (other than the Rollover Option) or become vested pursuant to the immediately preceding sentence may be exercised by the Executive within one (1) year following the Date of Termination and shall then terminate; provided, however, that in the event the Executive is entitled to receive a payment with respect to the date Pro Rata Bonus, all of such payment within such period determined vested options may be exercised by the Company in its sole discretionExecutive within two (2) years following the Date of Termination and shall then terminate.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of Upon the date specified in a written notice to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members of from the Board of Directors terminating the Executive’s employment for “Disability.” In the event of the Executive’s Disability, the Company shall pay to the Executive (v) the Accrued Benefits; plus (w) an amount equal to a fraction of the Annual Bonus the Executive would have received for the calendar year of the Executive’s Disability, where the numerator of the fraction is the number of calendar days the Executive was actively employed during the calendar year and the denominator of the fraction is 365, which amount shall be payable at the time the Company normally pays the Annual Bonus; plus (x) the Executive and his dependents may elect to (1) continue to receive coverage under the Company’s group health benefits plan to the extent permitted by, and under the terms of, such plan and to the extent such benefits continue to be provided to the former executives of the Company generally, or (2) receive COBRA continuation of the group health benefits previously provided to the Executive and his family pursuant to Paragraph 5 (provided Executive timely elects such COBRA coverage) in which case the Company shall pay the premiums for such COBRA coverage up to the maximum applicable COBRA period, provided that if the Company determines that the provision of continued group health coverage at the Company’s expense may result in Federal taxation of the benefit provided thereunder to Executive or his family (e.g., because such benefits are provided by a self-insured basis by the Company) or in other penalties applied to the Company, then the Executive shall be obligated to pay the full monthly premium for such coverage and, in such event, the Company shall pay the Executive, in a lump sum (or any committee if such lump sum would violate IRC 409A in monthly installments), an amount equivalent to the monthly premium for COBRA coverage for the remaining balance of the Board comprised solely maximum COBRA period (provided, that the Company shall cease to pay such COBRA premiums at such time that Executive obtains new employment and is eligible for health insurance benefits from the new employer); plus (y) the granted New SARs pursuant to the terms of independent directors), their award agreements including the payment of the New SARs in a single lump sum no later than the regular Company payroll date that is closest in time to perform the essential functions date that is 60 days following the date the Executive has a Separation From Service as a result of his regular duties such Disability; plus (z) the granted Stock Options shall be fully vested and responsibilities, with or without reasonable accommodation, due exercisable pursuant to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period the terms of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-periodtheir award agreements. If the Executive’s employment is terminated pursuant as a result of Disability prior to the last day of the performance period for any tranche of PRSUs, then the Executive shall be entitled to a pro-rata portion of such tranche of PRSUs, based upon actual performance through the date of termination, provided that (1) the maximum number of Prior PRSUs in each tranche which may be earned is limited to (A) 1 divided by the number of years in the tranche’s performance period, multiplied by (B) the number of full or partial years completed for the performance period (for example, if a tranche of Prior PRSUs has a 3-year performance period, and the Executive is terminated as a result of his Disability during the second year of such performance period, the pro-rated vesting cannot exceed 2/3 of such tranche of Prior PRSUs). The achievement of the pre-determined metrics for the PRSUs will be determined by the Compensation Committee following receipt of the Company financial statements for the year which included the date of termination, and the earned PRSUs shall be paid at the same time as if the Executive continued to be employed by the Company. If such termination is prior to the grant date (within the first ninety (90) days of the applicable performance period before the performance metrics for such performance period have been established) then there will be no grant of such tranche (and no pro-rata vesting for such tranche). For purposes of this Section 9(c)Agreement, the Executive will shall be entitled deemed to receive (i) all Base Salary and benefits to be paid or provided to have a “Disability” if the Executive is unable to perform substantially all of his duties under this Agreement through in the Date normal and regular manner due to mental or physical illness or injury, and has been unable so to perform for one hundred fifty (150) days or more during the twelve (12) consecutive months then ending. The determination of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits Executive’s Disability shall be paid made by the Board. The Executive shall cooperate fully with any physician or health care professional (the “Doctor”) chosen by the Board, in accordance its sole discretion, to review Executive’s medical condition. The Executive shall cooperate with the provisions of Doctor by, among other things, executing any necessary releases to grant the applicable arrangements), (iii) the amount of any cash bonus related Doctor full access to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date all of the Executive’s Date of Terminationmedical records, authorizing or requiring physicians and other healthcare professionals who have treated or dealt with the date of Executive to consult with the Doctor and submitting to such payment within such period determined physical examinations or EXECUTION COPY testing as may be requested by the Company in its sole discretionDoctor. The Executive shall be deemed to have a Disability if he is receiving disability benefits under the long term disability plan sponsored by the Company.