Common use of Disability Clause in Contracts

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Term, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s employment is terminated terminates during the Term by reason of the Executive’s Disability during the Employment TermDisability, this Agreement shall terminate without further compensation obligations to the ExecutiveExecutive under this Agreement, other than for (i) payment of Accrued Obligations (Obligations, and any incentive compensation for the year in which shall be paid the termination occurs prorated through the Date of Termination and any benefits under such plans, programs, practices and policies relating to the Executive disability benefits, if any, as in a lump sum in cash within 90 days of effect on the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment TermDisability, this Agreement shall terminate without further compensation obligations to the Executive, other than for those obligations accrued or earned and vested (iif applicable) payment by Executive as of Accrued Obligations (the Date of Termination, which shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Term, this Agreement the Company shall terminate without have no further compensation payment obligations to the ExecutiveExecutive or his legal representatives, other than for payment of: (i1) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 thirty (30) days of after the Date of TerminationTermination (or such earlier date as required by applicable law) and the timely payment or settlement of any other amount pursuant to the Other Benefits Accrued Obligations; and (ii2) treatment of all other compensation under existing plans as provided by the Accrued Incentives, which shall be payable in accordance with the terms and rules conditions of those plansthe Incentive Plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermEffective Period, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of the Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 thirty (30) days of the Date of Termination) and (ii) the timely payment or settlement provision of any other amount pursuant to the Welfare Benefit Continuation and Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plansBenefits.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Term, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 days on the same dates as if employment was not terminated by reason of Disability. The Welfare Benefits shall continue through the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and Welfare Protection Period (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plansdefined below).

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermEffective Period, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a cash lump sum in cash within 90 30 days of the Date Executive's termination of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plansemployment.

Disability. If the Executive’s employment is terminated terminates by reason of the Executive’s Disability during the Employment TermDisability, this Agreement shall terminate without further compensation obligations to the ExecutiveExecutive under this Agreement, other than for (i) payment of Accrued Obligations (Obligations, and any incentive compensation for the year in which shall be paid the termination occurs prorated through the Date of Termination and any benefits under such plans, programs, practices and policies relating to the Executive disability benefits, if any, as in a lump sum in cash within 90 days of effect on the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during prior to the Employment TermEffective Date, this Agreement shall terminate without further compensation obligations obligation to the Executive, other than for the payment by the Company to Executive of an amount equal to (i) payment the Severance Amount minus (ii) the amount Executive would be entitled to receive as a disability benefit under the then existing plan, program, policy or practice of Accrued Obligations the Company or any of its affiliated companies (which shall be paid to the Executive in a lump sum in cash within 90 days accordance with the then existing, plan, program, policy or practice of the Date Company or any of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plansits affiliated companies).

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermTerm of this Agreement (either prior or subsequent to a Change in Control), this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (as defined in Section 4.1) (which shall be paid to the Executive in a lump sum in cash within 90 ten (10) days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans).

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during Disability, unless otherwise directed by the Employment TermExecutive (or, this Agreement shall terminate without further compensation obligations to in the Executivecase of any Qualified Plan, other than for (i) payment of Accrued Obligations (which as may be required by such plan), the Executive shall be paid to the Executive all Accrued Obligations in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant . Anything in this Agreement to the Other Benefits contrary notwithstanding, the Executive shall be entitled to receive disability and (ii) treatment other benefits at least equal to the level of all other compensation under existing plans as provided benefits available in accordance with the plans, programs and policies maintained by the terms and rules of those plansCorporation relating to disability immediately prior to the Effective Date.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Post-Change of Control Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and (ii) the timely payment or settlement provision of any other amount pursuant to and all Other Benefits, which under their terms are available in the Other Benefits and (ii) treatment event of all other compensation under existing plans as provided by the terms and rules of those plansa Disability.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations Base Severance Amount (which shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement provision of any other amount pursuant to the Welfare Benefit Continuation and Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plansBenefits.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump lump-sum in cash within 90 on the date 60 days of following the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment payment to the Executive in a lump-sum in cash on the date 60 days following the Date of all other compensation Termination of an amount equal to the Severance Amount payable under existing plans as provided by the terms and rules of those plansSection 6(a)(1)(B).

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s Disability during the Employment Term's Disability, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive or the Executive's legal representative in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of accrued obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations obligation to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant . With respect to the provision of Other Benefits, the term Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.utilized in this Section

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement provision of any other amount pursuant to the Welfare Benefit Continuation and Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plansBenefits.

Disability. If the Executive’s Executives' employment is terminated by reason of the Executive’s Executives' Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 thirty (30) days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermTerm of this Agreement (either prior or subsequent to a Change in Control), this -8- 9 Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (as defined in Section 4.1) (which shall be paid to the Executive in a lump sum in cash within 90 ten (10) days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans).

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment Termterm of this Agreement, this Agreement shall terminate (with the exception of Section 7 herein) without further compensation obligations obligation to the Executive, other than for (i) payment any obligations accrued prior to the Executive's Date of Accrued Obligations (Termination, which shall be paid to the Executive payable (in a lump sum in cash sum) within 90 thirty (30) days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment TermTerm of Employment, this Agreement the Company shall terminate without further compensation obligations to pay or provide the Executive, other than for (i) payment of the Accrued Obligations, his Pro-Rata Bonus and the Other Benefits. Subject to Section 15 hereof, Accrued Obligations (which shall be paid to the Executive in a cash lump sum in cash within 90 thirty (30) days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations obligation to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement provision of any other amount pursuant to the Welfare Benefit Continuation and Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plansBenefits.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermEffective Period, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of the Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 thirty (30) days of the Date of Termination) and (ii) the timely payment or settlement provision of any other amount pursuant to the Welfare Benefit Continuation and Other Benefits and during the twelve (ii12) treatment month period immediately following the Date of all other compensation under existing plans as provided by the terms and rules of those plansTermination.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during a Change of Control Period, the Employment Term, this Agreement Company shall terminate without further compensation obligations to provide the Executive, other than for (i) payment of Executive with the Accrued Obligations (which and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. The Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations Obligations, the Retention Bonus (which shall be paid to the Executive in a lump sum in cash within 90 days of the Date of Termination) extent not theretofore paid), and the timely payment or settlement provision of any other amount pursuant to the Other Benefits. The term Other Benefits as utilized in this Section 7(c) shall include, without limitation, and (ii) treatment Executive's estate and/or beneficiaries shall be entitled to receive, any disability benefits applicable to Executive at the Date of all other compensation under existing plans as provided by the terms and rules Termination, regardless of those planswhen payable.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment Termterm of this Agreement, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) Termination and the timely payment or settlement of any other amount pursuant to the Other Benefits shall be paid as soon as practicable in accordance with the most favorable practices, policies and (ii) treatment of all other compensation under existing plans as provided procedures followed by the terms and rules Company with respect to members of those planssenior management.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod (either prior or subsequent to a Change in Control), this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 thirty (30) days of the Date of Termination) and (ii) the timely payment or settlement provision of any other amount pursuant to the Other Benefits and (ii) treatment including all such benefits payable in the event of all other compensation under existing plans as provided by the terms and rules of those plansDisability.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod in accordance with Section 5(a), this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant . With respect to the provision of Other Benefits and (ii) treatment Benefits, after a Change of all other compensation under existing plans as provided by Control the terms and rules of those plans.term "

Disability. If the Executive’s 's employment is terminated by reason of ---------- the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for payment by the Company of (i) payment Accrued Obligations, (ii) Other Benefits, and (iii) an amount, in cash, equal to one times the Executive's Annual Base Salary at the time of Accrued Obligations termination. The amounts due under clauses (which i) and (iii) of the preceding sentence shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment TermEffective Period, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a cash lump sum in cash within 90 10 days of the Date Executive’s termination of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plansemployment.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement provision of any other amount pursuant to the Welfare Benefit Continuation and Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plansBenefits.

Disability. If the Executive’s employment is terminated terminates during the Term by reason of the Executive’s Disability during the Employment TermDisability, this Agreement shall terminate without further compensation obligations to the ExecutiveExecutive under this Agreement, other than for (i) payment of Accrued Obligations (Obligations, and any compensation accrued and vested under the terms of the Incentive Plan for the year in which shall be paid the termination occurs prorated through the Date of Termination and any benefits under such plans, programs, practices and policies relating to the Executive disability benefits, if any, as in a lump sum in cash within 90 days of effect on the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment TermDisability, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive or the Executive’s legal representative in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s Executives employment is terminated by reason of the Executive’s 's Disability during the Employment TermEffective Period, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) timely performance of the Special Obligations, payment of Accrued Obligations (which and payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment TermDisability, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive or the Executive’s legal representative in a lump sum in cash cash, subject to Section 11 below, within 90 thirty (30) days of following the Date of Termination) and the timely payment , or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those planssoon thereafter as is reasonably practicable.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.of

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations obligation to the Executive, Executive other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash Obligation within 90 30 days of the Termination Date of Termination) and the timely payment or settlement of any other amount pursuant to the Welfare Benefit Continuation and Other Benefits and (ii) treatment payment to the Executive in cash within 30 days of all other compensation under existing plans as provided by termination an amount equal to the terms greater of a lump sum of Severance Amount and rules of those plansSupplemental Retirement Amount (SERP).

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment TermEffective Period, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of the Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 thirty (30) days of the Date of Termination) and (ii) the timely payment or settlement provision of any other amount pursuant to the Welfare Benefit Continuation and Other Benefits and during the twelve (ii12) treatment month period immediately following the Date of all other compensation under existing plans as provided by the terms and rules of those plansTermination.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall will terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (Compensation, the vesting of stock options and restricted stock, and the timely payment or provision of Other Benefits, including without limitation any disability benefits to which Executive is then entitled. Accrued Compensation shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment Termination or settlement of in accordance with any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided deferral election theretofore elected by the terms and rules of those plansExecutive.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall his current salary for a total of six months in one lump sum amount and the continuation of whatever current benefits that are provided such as family health insurance, disability insurance and life insurance and others as they may be paid provided. All stock options will vest immediately and be exercisable for up to two years subsequent to the Executive in a lump sum in cash within 90 days date of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plansdisability.

Disability. If the Executive’s 's employment is shall be terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations obligation to the Executive, other than for (i) payment of Accrued Obligations. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 thirty days of after the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement the Company shall terminate without have no further compensation payment obligations to the ExecutiveExecutive or his legal representatives under this Agreement, other than for (i) the payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 ten days of after the Date of Termination) and , of the timely payment or settlement of any other amount pursuant to the Other Benefits Accrued Obligations and (ii) treatment of all other compensation under existing plans as provided by the Accrued Investments which amounts shall be payable in accordance with the terms and rules conditions of those plansthe Investment Plans.

Disability. If the Executive’s employment with the Company is terminated by reason of the Executive’s Disability during the Employment TermPeriod in accordance with Section III(1) of this Agreement, this Agreement shall terminate without further compensation obligations to the Executive, Executive other than for (ia) payment of Accrued Obligations any Base Salary previously earned by Executive but as yet unpaid, (which shall be paid b) payment of any Annual Bonus previously awarded to the Executive in for a lump sum in cash within 90 days of fiscal year completed prior to the Date of TerminationTermination but as yet unpaid, and (c) and the timely payment or settlement continuation of any other amount pursuant existing rights Executive may have following Disability under any benefit, stock option, deferral or compensation plan provided to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided Executive by the terms and rules of those plansCompany.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of accrued obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which obligations shall be paid to the Executive in a lump sum in cash within 90 thirty (30) days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment TermChange of Control Period, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits ); and (ii) treatment the timely payment of all other compensation under existing plans as provided by provision of the terms Executive Benefit Continuation and rules of those plansOther Benefits.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant . With respect to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.the

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s Disability during the Employment Term's Disability, this Agreement shall terminate without further compensation obligations to the Executive, other than those obligations accrued or earned and vested (if applicable) by the Executive as of the Date of Termination, including for (i) payment of this purpose, all Accrued Obligations. All such Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment, after the Disability Effective Date, of disability benefits as in effect on the Disability Effective Date with respect to other peer executives of the Company and its affiliated companies. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment Term, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during prior to the Employment TermEffective Date, this Agreement shall terminate without further compensation obligations obligation to the Executive, other than for the payment by the Company to Executive of an amount equal to (i) payment the Severance Amount minus (ii) the amount Executive would be entitled to receive as a disability benefit under the then existing plan, program, policy or practice of Accrued Obligations the Company or any of its affiliated companies (which shall be paid to the Executive in a lump sum in cash within 90 days accordance with the then existing, plan, program, policy or practice of the Date Company or any of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plansits affiliated companies).

Disability. If the Executive’s 's employment is terminated by ---------- reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations, the timely payment or provision of Other Benefits and the payment of the supplemental retirement benefit hereunder. In addition, the Option and the Restricted Stock, as well as the options referred to in Section 3 (c)(iv), shall vest immediately. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Term, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits Benefits, and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Term, this Agreement the Company shall terminate without have no further compensation payment obligations to the ExecutiveExecutive or his legal representatives, other than for payment of: (i1) payment of the Accrued Obligations (Obligations, which shall be paid to the Executive payable in a lump sum in cash within 90 thirty (30) days of after the Date of Termination) and the timely payment Termination (or settlement of any other amount pursuant to the Other Benefits such earlier date as required by applicable law); and (ii2) treatment of all other compensation under existing plans as provided by the Accrued Incentives, which shall be payable in accordance with the terms and rules conditions of those plansthe Incentive Plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermEffective Period, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of the Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 thirty (30) days of the Date of Termination) and (ii) the timely payment or settlement provision of any other amount pursuant to the Welfare Benefit Continuation and Other Benefits and Benefits. (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.d)

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant . With respect to the provision of Other Benefits and (ii) treatment of all other compensation under existing plans as provided by Benefits, the terms and rules of those plans.term "

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations under the Agreement to the Executive, other than except for (i) payment of all Accrued Obligations. All Accrued Obligations (which shall be paid to the Executive Executive, at the option of the Company, either (x) in a lump sum in cash within 90 30 days of after the Date of Termination, or (y) and in 12 equal consecutive monthly installments, with the timely payment or settlement first installment to be paid within 30 days after the Date of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plansTermination.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which any accrued obligations to the Executive, payment of a pro rata portion of the Executive's annual cash bonus for the year of the Executive's Disability, and a release of the shares of FCN Common Stock or Collateral subject to the Pledge Agreement. Any such accrued obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Post-Change of Control Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and (ii) the timely payment or settlement provision of any other amount pursuant to and all Other Benefits, which under their terms are available in the Other Benefits and event of a Disability. (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.d)

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s Disability during the Employment Term's Disability, this Agreement shall terminate without further compensation obligations to the Executive, other than those obligations accrued or earned and vested (if applicable) by the Executive as of the Date of Termination, including for (i) payment of this purpose, all Accrued Obligations. All such Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant . Anything in this Agreement to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by contrary notwithstanding, the terms and rules of those plans.Executive shall be entitled after the Disability

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.of

Disability. If the Executive’s employment is shall be terminated during the Employment Period by reason of the Executive’s Disability during the Employment TermDisability, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall be paid obligation to the Executive in a lump sum in cash within 90 days of other than the obligation to pay any compensation or benefits that have been earned but not paid on the Date of Termination) , and any post-termination benefits or disability benefits that are provided under the timely payment or settlement of any other amount pursuant to the Other Benefits Company’s normal benefit plans and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those planspolicies.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Term, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 ninety (90) days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability disability during the Employment Term, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations, the timely payment or provision of Other Benefits and any payments that may be due Executive under the 2004 Stock Incentive Plan. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash or immediately available funds within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s Executive experiences a termination of employment is terminated by reason of the Executive’s Disability during the Employment Term, this Agreement shall terminate without further compensation obligations to the ExecutiveExecutive under this Agreement, other than for (i) payment of any Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 days of the Date of Termination) and the timely payment or settlement provision of any other amount pursuant Other Benefits. The Accrued Obligations will be paid to Executive in one or more lump sums in cash within 30 days after the Other Benefits and (ii) treatment Date of all other compensation under existing plans as provided by the terms and rules of those plansTermination.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for payment of (i) Accrued Obligations, (ii) the timely payment or provision of Other Benefits and (iii) such other payments as are specifically provided for hereunder. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and . (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.d)

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall will terminate without further compensation obligations to the Executive, other than for (i) payment of the Accrued Obligations. All Accrued Obligations (which shall are payable will be paid to the Executive in a lump sum in cash within 90 ten (10) business days of the Date of Termination) and the timely payment Termination Date, or settlement of any in such other amount form as may be provided for pursuant to the Other Benefits applicable plans and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plansagreements.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. In addition, the Option and the Restricted Stock shall vest immediately. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant . With respect to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.provision of

Disability. If the Executive’s employment is terminated by reason because of the Executive’s Disability during the Employment TermPeriod, this Agreement shall will terminate without any further compensation obligations to obligation on the Executivepart of the Company under this Agreement, other than for (i) payment of the Accrued Obligations and three months of the Executive’s Base Salary (which shall be paid to the Executive in a lump sum in cash within 90 payment 30 days of after the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits ); and (ii) treatment the timely payment of all other compensation under existing plans as provided by disability and retirement benefits pursuant to the terms of any plan, policy or arrangement of the Company and rules of those plansits affiliated companies.

Disability. If the Executive’s 's employment is terminated by reason ---------- of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of ---------- the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement provision of any other amount pursuant to the Welfare Benefit Continuation and Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plansBenefits.

Disability. If the Executive’s employment is shall be terminated by reason of the Executive’s Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations obligation to the Executive, other than for (i) payment of Accrued Obligations. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 thirty days of after the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by ---------- reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.the

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s Disability during the Employment Term's Disability, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment those disability benefits provided by the Company to which Executive is entitled as of Accrued Obligations (the Disability Effective Date, which benefits shall be paid at least comparable to those in effect at any time during the ninety-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's designees, as in a lump sum in cash within 90 days effect on the date of the Date of Termination) Executive's Disability with respect to other similarly positioned executives and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those planstheir designees.

Disability. If the Executive’s 's employment is terminated by reason of ' if the Executive’s 's Disability during the Employment TermPeriod (either prior or subsequent to a Triggering Transaction), this Agreement shall terminate without further compensation obligations to :o the Executive, other than for (i) payment of Accrued Obligations as defined in Section 4.1 (a)) which shall be paid to the Executive in a lump sum in cash within 90 thirty (30) days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans).

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s Disability during the Employment Term's Disability, this Agreement shall will terminate without further compensation obligations to the Executive, other than for those obligations accrued or earned and vested (iif applicable) payment by the Executive as of the Termination Date, including without limitation Accrued Obligations. All such Accrued Obligations (which shall will be paid to the Executive in a lump sum in cash within 90 ten (10) business days of the Date of Termination) and the timely payment Termination Date, or settlement of any in such other amount form as may be provided for pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those such plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermTerm of Employment, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 thirty (30) days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which excluding the pro-rata bonus described in clause 2 of Section 8(a)(i)(A)) and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant . With respect to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.provision of

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s Disability during the Employment Term's Disability, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment those benefits provided by the Corporation to which Executive is entitled as of Accrued Obligations (the Disability Effective Date, which benefits shall be paid at least comparable to those in effect at any time during the ninety-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's designees, as in a lump sum in cash within 90 days effect on the date of the Date of Termination) Executive's Disability with respect to other key executives and the timely payment or settlement of any other amount pursuant to the Other Benefits and their designees. (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.d)

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermChange of Control Period, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of the Other Benefits. The Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant . With respect to the provision of the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by Benefits, the terms and rules of those plans.term "Other

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s Disability during the Employment Term's Disability, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment those disability benefits provided by the Company to which Executive is entitled as of Accrued Obligations (the Disability Effective Date, which benefits shall be paid at least comparable to those in effect at any time during the ninety- day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's designees, as in a lump sum in cash within 90 days effect on the date of the Date of Termination) Executive's Disability with respect to other key executives and the timely payment or settlement of any other amount pursuant to the Other Benefits and their designees. (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.d)

Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment TermDisability, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment those disability benefits provided by the Company to which Executive is entitled as of Accrued Obligations (the Disability Effective Date, which benefits shall be paid at least comparable to those in effect at any time during the ninety-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s designees, as in a lump sum in cash within 90 days effect on the date of the Date of Termination) Executive’s Disability with respect to other key executives and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those planstheir designees.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations obligation to the Executive, Executive other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash Obligation within 90 30 days of the Termination Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.and

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to provision of the Welfare Benefit Continuation and Other Benefits (excluding, in each case, Disability Benefits, as defined below) and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.payment to the

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermEffective Period, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) timely performance of the Special Obligations, payment of Accrued Obligations (which and payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(c) shall include, and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.Executive shall be entitled after the

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s Disability during the Employment Term's Disability, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of Other Benefits. In addition, the Option and the Restricted Stock shall vest immediately. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant . With respect to the provision of Other Benefits, the term Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.utilized in this

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s his Disability during the Employment Term, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which Compensation and the timely payment or provision of Other Benefits. Accrued Compensation shall be paid to the Executive in a lump sum in cash within 90 30 days of the Date of Termination) after his employment terminates, and the timely payment or settlement of any other amount Other Benefits shall be paid pursuant to the Other Benefits and (ii) treatment applicable plan, program, or policy of all other compensation under existing plans as provided by the terms and rules of those plansCompany.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (as defined in Section 4.1(a)) (which shall be paid to the Executive in a lump sum in cash within 90 five (5) days of the Date of Termination) and (ii) the timely payment or settlement provision of any other amount Other Benefits (as defined in Section 4.1(d)) including disability benefits pursuant to the Other Benefits and (ii) treatment terms of all other compensation under existing plans as provided by the terms and rules any plan, policy or arrangement of those plansHealth Financial.

Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's Disability during the Employment TermPeriod, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations Obligations, the Retention Bonus (which shall be paid to the Executive in a lump sum in cash within 90 days of the Date of Termination) extent not theretofore paid), and the timely payment or settlement provision of any other amount pursuant to the Other Benefits. The term Other Benefits as utilized in this Section 7(c) shall include, without limitation, and (ii) treatment Executive's estate and/or beneficiaries shall be entitled to receive, any disability benefits applicable to Executive at the Date of all other compensation under existing plans as provided by the terms and rules of those plansTermination.

Disability. If the Executive’s 's employment is shall be terminated by reason of the Executive’s Disability during the Employment Term's Disability, this Agreement shall terminate without further compensation obligations obligation to the Executive, other than for (i) payment of Accrued Obligations (which and the timely payment or provision of the Welfare Benefit Continuation. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 90 thirty (30) days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.. The