Common use of Permanent Disability Clause in Contracts

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.

Permanent Disability. In the event of the “"permanent disability” " (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s 's employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) to receive any accrued but unpaid salary and other amounts or benefits to which the Executive may otherwise is have been entitled hereunder prior to the effective date of his termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions hereintermination; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with his Base Salary under Section 3(b3(a) hereofhereof for a period of one (1) year from the effective date of termination; provided, however, that the Company shall only be required to pay that amount of the Executive's Base Salary which shall not be covered by pension benefits or long-term disability payments, if any, to the Executive under any Company plan or arrangement and (iii) to receive a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, participate in any and all healthcarepension, life insurance and accidental death other benefit plans and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay period the Executive is continuing to receive his Base Salary in payments under accordance with this Section 6(l)6(a). Thereafter, the Executive’s 's rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period; provided, the Company shall provide to the Executivehowever, subject to Section 6(l)that, cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 3(b) and 4 and 5 hereof or otherwisehereof. For purposes of this Section 6(a), “"permanent disability” " means any disability as defined under the Company’s 's applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.

Permanent Disability. In the event of the “"permanent disability” " (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s 's employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) to receive any accrued but unpaid salary and other amounts or benefits to which the Executive may otherwise is have been entitled hereunder prior to the effective date of his termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions hereintermination; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the effective date of termination as a result of permanent disability (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereoftermination; provided, however, that the Company shall only be required to pay that amount of the Executive’s 's Base Salary which shall not be covered by short-term disability payments or benefits or Company provided long-term disability payments or benefitspayments, if any, to the Executive Executive; and (iii) to receive any unpaid bonus compensation earned under Section 3(b) hereof that relates to any Company plan or arrangementContract Year ending prior to the date of permanent disability. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, participate in any and all healthcarepension, life insurance and accidental death other benefit plans and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay period the Executive is continuing to receive his Base Salary in payments under accordance with this Section 6(l)5(a). Thereafter, the Executive’s 's rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period; provided, the Company shall provide to the Executivehowever, subject to Section 6(l)that, cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except except as otherwise provided in this Section 6(a5(a), the Company will have no further obligations under Sections 3, 4 3(b) and 5 hereof or otherwise(d) hereof. For purposes of this Section 6(a)paragraph, “"permanent disability” " means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) Disability of the Executive Employee during the Term of EmploymentEmployment Term, the Company shall have the right, upon written notice following the sending of a Notice of Termination to the ExecutiveEmployee, to terminate the Executive’s his employment hereunder, effective upon . Effective on the giving Date of such notice (or such later date as shall be specified in such notice). In the event of such terminationTermination, the Company shall have no be discharged and released from any further obligations hereunderunder the Agreement (including, except that but not limited to, any obligation to pay any bonus in respect of the Executive fiscal year in which termination occurs, or any fiscal year thereafter), other than (x) the obligation to continue to make periodic payments to the Employee of his Base Salary then in effect (reduced by any amounts received by the Employee pursuant to any temporary disability plan or program maintained by the Company and any federal or state disability plan or program) for the period, if any, from the commencement of the period of Disability through and, if necessary, after the Date of Termination until the time in respect of which full payments to the Employee or his representatives are commenced under the Company's permanent disability plan or program or (y) pursuant to the next sentence, if applicable. Notwithstanding the foregoing, if at the time the Employee's employment hereunder is terminated in the event of Disability the Company does not maintain a permanent disability plan or program or if the Employee does not participate in a permanent disability plan or program offered or sponsored by the Company, then the Company shall be entitled pay to receive the Employee, within 30 days after the Date of Termination, an amount equal to (i) any accrued but unpaid salary and other amounts to which 100% of the Executive otherwise is entitled hereunder prior to annual Base Salary in effect at the date time of his termination the Notice of employment, such salary to be paid Termination in accordance with Section 3(a) the provisions of Paragraph 5 hereof and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior an amount equal to the date highest of his termination the aggregate bonus payments (including Discretionary Bonus payments pursuant to Paragraph 6 hereof) made to or earned by the Employee in respect of employmentthe last three twelve month periods preceding the Date of Termination. Notwithstanding the foregoing, to be paid the Employee shall have the continuing obligations provided for in accordance with Section 3(bParagraph 13(b) hereof; (iii) a pro-rata portion , but shall be released from any obligations after the Date of the annual bonus payout that the Executive would have been entitled Termination pursuant to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(bParagraph 13(a) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “. Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive due under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law plans and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under the provisions of such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month periodprograms.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year fiscal year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year fiscal year during which termination due to permanent disability occurred, based on the portion of the Contract Year fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereofhereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereofhereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (v) his Base Salary under Section 3(aat a rate equal to the highest rate during the past twelve (12) hereof months for a period of one (1) year from the date of termination as a result of permanent disability disability, in accordance with Section 3(a) hereof (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i6(j)(i) hereofhereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); further provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l6(j)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l6(j), cash payments, to be paid in accordance with Section 6(l)(i6(j)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (yv) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, sum the “Pension Replacement Payment”Payment”),(provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l6(j) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive If during the Term Period of Employment, the Company Employee shall have the rightbecome permanently disabled, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice Employer shall pay Employee $200,000 for each year (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (iand additional fractional portion thereof) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of terminationdisability to the 31st day of March, in accordance with Section 5(b) hereof; and (v) his Base Salary 2018, less any amounts paid or payable to Employee under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or any long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangementpension plan maintained by the Employee pursuant to this paragraph shall be paid in substantially equal monthly installments. In additionFor the purposes of this paragraph (1) and this Agreement, upon termination for "permanent disability, " means inability to perform the services of President and Chief Executive shall continue Officer of the Employer required hereunder due to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program physical or arrangement, mental disability which continues for one hundred eighty (180) consecutive days in any period of twelve (12) months, and all healthcare"date of disability" means the day following the close of such 180-day period. Evidence of such disability shall be certified by a physician acceptable to both Employer and Employee. Evidence of such disability, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if anyas so certified, shall be as determined under conclusive notwithstanding that a disability policy, or clause in an insurance policy, covering Employee shall contain a different definition of "permanent disability." If Employer and Employee cannot agree on such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company a physician, or if Employee feels that he is not permitted during the Disability Continuation Periodable to perform his duties hereunder, the Company shall provide to question of whether Employee is "permanently disabled," within the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) meaning of this Agreement, shall be submitted to a panel of three (3) impartial and reputable physicians, one selected by Employer, one selected by Employee and the third to be selected by the then president of the Medical Society for Utah County, State of Utah. Except as otherwise provided in this Section 6(a), The panel's determination of Employee's ability so to perform shall be binding on the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwiseparties hereto. For purposes of this Section 6(a)Agreement, “permanent the Period of Employment will be deemed to terminate on the day immediately preceding the date of disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) Disability of the Executive Employee during the Term of EmploymentEmployment Term, the Company shall have the right, upon written notice following the sending of a Notice of Termination to the ExecutiveEmployee, to terminate the Executive’s his employment hereunder, effective upon . Effective on the giving Date of such notice (or such later date as shall be specified in such notice). In the event of such terminationTermination, the Company shall have no be discharged and released from any further obligations hereunderunder the Agreement, except that other than (a) (x) the Executive shall be entitled obligation to receive (i) any accrued but unpaid salary and other amounts continue to which the Executive otherwise is entitled hereunder prior make periodic payments to the date Employee of his termination of employment, such salary to be paid Base Salary then in accordance with Section 3(a) and such other effect (reduced by any amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates received by the Employee pursuant to any Contract Year ended prior temporary disability plan or program maintained by the Company and any federal or state disability plan or program) for the period, if any, from the commencement of the period of Disability through and, if necessary, after the Date of Termination until the time in respect of which full payments to the date of Employee or his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of representatives are commenced under the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to Company's permanent disability occurredplan or program or (y) pursuant to the next sentence, based on if applicable, and (b) the obligation to pay to the Employee the portion of the Contract Year that has elapsed prior Retention Bonus under Section 6(a) hereof which remains unpaid as of the Date of Termination pro rated through the Date of Termination. Notwithstanding the foregoing clause (a), if at the time the Employee's employment hereunder is terminated in the event of Disability the Company does not maintain a permanent disability plan or program or if the Employee does not participate in a permanent disability plan or program offered or sponsored by the Company, then the Company shall pay to such terminationthe Employee, and paid within 30 days after the Date of Termination, an amount equal to (i) 100% of the annual Base Salary in effect at the time of the Notice of Termination in accordance with Section 3(bthe provisions of Paragraph 5 hereof and (ii) an amount equal to the highest of the aggregate bonus payments (excluding the Retention Bonus and the Emergence Bonus) made to or earned by the Employee in respect of the last three twelve month periods preceding the Date of Termination. Notwithstanding the foregoing, the Employee shall have the continuing obligations provided for in Paragraph 13(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in , but shall be released from any obligations after the amount Date of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(bTermination pursuant to Paragraph 13(a) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “. Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive due under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law plans and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under the provisions of such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month periodprograms.

Permanent Disability. In the event of the “permanent disability” disability (as hereinafter defined) of the Executive Employee during the Term of Employmenthereunder, the Company Corporation shall have the right, upon written notice to the ExecutiveEmployee, to terminate the Executive’s his employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of Upon such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive Employee would be otherwise is entitled hereunder prior pursuant to the date of his termination of employment, such salary Paragraph 4(a) hereof shall continue to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment Employee through the end of the Contract Year during month in which such termination due occurs and Employee shall also be entitled to permanent disability occurred, based on the portion any bonus awarded to him under Paragraph 4(b) hereof but remaining unpaid as of the Contract Year that has elapsed prior date of the termination. Executive shall also be entitled to such termination, and paid exercise the Option to the extent not then exercised in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section Paragraphs 5(b) hereof in the amount of $5,000.00 for a period of one and 5 (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “Disability Continuation Period”), paid in accordance with Section 6(l)(ic) hereof; provided, however, that notwithstanding any such termination of Employee's employment hereunder due to the Company permanent disability of Employee, Employee shall only be required entitled to pay that amount receive the Base Salary through the date which is eighteen months after the date of such termination. Employee shall accept such payments in full discharge and release of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefitsCorporation of and from any further obligations under this Agreement, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive but Employee shall continue to participate, to have the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, obligations provided for in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwiseParagraph 12 hereof. For purposes of this Section 6(a)Paragraph 9, “"permanent disability” means any disability " shall be defined as defined under (a) "permanent disability" within the Company’s applicable meaning of the disability insurance policy oror policies then maintained by the Corporation for the benefit of employees of the Corporation, or (b) if no such policy is availableshall then be in effect, or if more than one such policy shall then be in effect in which the term "permanent disability" shall be assigned different definitions, then "permanent disability" shall be defined for purposes hereof to mean any physical or mental disability or incapacity that which renders the Executive Employee incapable of fully performing the services required of him in accordance with his obligations under Section 2 Paragraph 3 hereof for a period of six (6) 120 consecutive months days or for shorter periods aggregating six (6) months 120 days during any twelve-month period.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year fiscal year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year fiscal year during which termination due to permanent disability occurred, based on the portion of the Contract Year fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereofhereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereofhereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (v) his Base Salary under Section 3(aat a rate equal to the highest rate during the past twelve (12) hereof months for a period of one (1) year from the date of termination as a result of permanent disability disability, in accordance with Section 3(a) hereof (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i6(j)(i) hereofhereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); further provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l6(j)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l6(j), cash payments, to be paid in accordance with Section 6(l)(i6(j)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (yv) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, sum the “Pension Replacement Payment”), (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) Disability of the Executive Employee during the Term of EmploymentEmployment Term, the Company shall have the right, upon written notice following the sending of a Notice of Termination to the ExecutiveEmployee, to terminate the Executive’s his employment hereunder, effective upon . Effective on the giving Date of such notice (or such later date as shall be specified in such notice). In the event of such terminationTermination, the Company shall have no be discharged and released from any further obligations hereunderunder the Agreement (including, except that but not limited to, any obligation to pay any bonus in respect of the Executive fiscal year in which termination occurs, or any fiscal year thereafter), other than (x) the obligation to continue to make periodic payments to the Employee of his Base Salary then in effect (reduced by any amounts received by the Employee pursuant to any temporary disability plan or program maintained by the Company and any federal or state disability plan or program) for the period, if any, from the commencement of the period of Disability through and, if necessary, after the Date of Termination until the time in respect of which full payments to the Employee or his representatives are commenced under the company's permanent disability plan or program or (y) pursuant to the next sentence, if applicable. Notwithstanding the foregoing, if at the time of the Employee's employment hereunder is terminated in the event of Disability the Company does not maintain a permanent disability plan or program or if the Employee does not participate in a permanent disability plan or program offered or sponsored by the Company, then the Company shall be entitled pay to receive the Employee, within 30 days after the Date of Termination, an amount equal to (i) any accrued but unpaid salary and other amounts to which 100% of the Executive otherwise is entitled hereunder prior to annual Base Salary in effect at the date time of his termination the Notice of employment, such salary to be paid Termination in accordance with Section 3(a) the provisions of Paragraph 5 hereof and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior an amount equal to the date highest of his termination the aggregate bonus payments (including Discretionary Bonus payments pursuant to Paragraph 6 hereof) made to or earned by the Employee in respect of employmentthe last three twelve month periods preceding the Date of Termination. Notwithstanding the foregoing, to be paid the Employee shall have the continuing obligations provided for in accordance with Section 3(bParagraph 13(b) hereof; (iii) a pro-rata portion , but shall be released from any obligations after the Date of the annual bonus payout that the Executive would have been entitled Termination pursuant to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(bParagraph 13(a) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “. Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive due under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law plans and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under the provisions of such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month periodprograms.

Permanent Disability. In the event of the “"permanent disability” " (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s 's employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “Disability Continuation Period”)disability, paid in accordance with Section 6(l)(i3(a) hereof; provided, however, that the Company -------- ------- shall only be required to pay that amount of the Executive’s 's Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all qualified and non-qualified pension and qualified retirement savings, healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the period the Executive is continuing to receive his Base Salary in accordance with this Section 6(a) (the "Disability Continuation Period (disregarding any required delay in payments under Section 6(lPeriod")). Thereafter; provided, however, -------- ------- that if and to the Executive’s rights extent the Executive is not permitted to participate in such programs and the Company's plans, programs or to receive similar coverage, if any, shall be arrangements as determined under such programs. Because continued participation described in any qualified pension and qualified retirement savings plans the foregoing clause by reason of the Company is not permitted during the Disability Continuation PeriodExecutive being subject to a six-month delay of payments following termination of employment, as provided in Section 6(l) herein, then the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i)the regular payroll policies of the Company in effect from time to time, equal to the sum of 409A Replacement Payment (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.6(c))

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his their termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; the terms of this Agreement (ii) bonus compensation earned but not paid under Section 3(b) hereof this Agreement that relates to any Contract Year fiscal year ended prior to the date of his their termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he the Executive remained in employment through the end of the Contract Year fiscal year during which termination due to permanent disability occurred, based on the portion of the Contract Year fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereofhereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) reimbursement for financial counseling services specified under Section 5(b6(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, paid in accordance with Section 5(b) hereofhereof (provided, that no such payment shall be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (v) his their Base Salary under Section 3(aat a rate equal to the highest rate during the past twelve (12) hereof months for a period of one (1) year from the date of termination as a result of permanent disability disability, paid in accordance with Section 3(a) hereof (the “Disability Continuation Period”), paid in accordance with and Section 6(l)(i7(j)(i) hereofhereof (provided, that such payments shall not commence prior to the sixtieth (60th) day following the Executive’s date of termination); further provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l))this Section. Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l)the terms of this Section, a lump sum cash paymentspayment, to be paid in accordance with Section 6(l)(i)within 60 days of the end of the Disability Continuation Period, equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (yv) the excess of the benefit that would have been received by the Executive had he they been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, sum the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under TreasXxxxx. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l7(j) of this Agreement. Except as otherwise provided in this Section 6(a7(a), the Company will have no further obligations under Sections 3, 4 and 5 6 hereof or otherwise. For purposes of this Section 6(a7(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him the Executive in accordance with his their obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his her termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year fiscal year ended prior to the date of his her termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he she remained in employment through the end of the Contract Year fiscal year during which termination due to permanent disability occurred, based on the portion of the Contract Year fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereofhereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, paid in accordance with Section 5(b) hereofhereof (provided, that no such payment shall be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (v) his her Base Salary under Section 3(aat a rate equal to the highest rate during the past twelve (12) hereof months for a period of one (1) year from the date of termination as a result of permanent disability disability, paid in accordance with Section 3(a) hereof (the “Disability Continuation Period”), paid in accordance with and Section 6(l)(i6(j)(i) hereofhereof (provided, that such payments shall not commence prior to the sixtieth (60th) day following the Executive’s date of termination); further provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l6(j)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l6(j), a lump sum cash paymentspayment, to be paid in accordance with Section 6(l)(i)within 60 days of the end of the Disability Continuation Period, equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (yv) the excess of the benefit that would have been received by the Executive had he she been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, sum the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l6(j) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him her in accordance with his her obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.

Permanent Disability. In the event of the “"permanent disability” " (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s 's employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) to receive any accrued but unpaid salary and other amounts or benefits to which the Executive may otherwise is have been entitled hereunder but for the Executive's permanent disability prior to the effective date of his termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions hereintermination; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with his Base Salary as established under Section 3(b3(a) hereofhereof for a period of one (1) year from the effective date of termination; provided, however, that the Company shall only be required to pay that amount of the Executive's Base Salary which shall not be covered by pension benefits or long-term disability payments, if any, to the Executive under any Company plan or arrangement; and (iii) to receive a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, participate in any and all healthcarepension, life insurance and accidental death other benefit plans and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay period the Executive is continuing to receive his Base Salary in payments under accordance with this Section 6(l)6(a). Thereafter, the Executive’s 's rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period; provided, the Company shall provide to the Executivehowever, subject to Section 6(l)that, cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 3(b) or 4 and 5 hereof or otherwisehereof. For purposes of this Section 6(a), “"permanent disability” " means any disability as defined under the Company’s 's applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.

Permanent Disability. In the event of the “permanent disability” Permanent Disability -------------------- (as hereinafter defineddefined below) of the Executive during the Term of EmploymentEmployee, the Company shall have the rightCompany, upon written notice in its sole discretion, may elect either (i) to the Executiveextent feasible consistent with Employee's mental and physical condition and consistent with applicable law, to reassign Employee to other duties within the Company that Employee is able to perform despite his Permanent Disability at the compensation and benefit levels commensurate with Employee's reassigned duties, unless that compensation level is less than the amount payable in the event of a termination pursuant to the following sentence, or (ii) to terminate the Executive’s this Agreement and Employee's employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event that the Company elects to terminate Employee as provided in clause (ii) above, the Company shall, subject to following sentence, pay to Employee (A) within sixty (60) days after the date of such termination, all amounts of Base Salary accrued pursuant to Section 4 above prior to the date of such termination, and (B) compensation on the basis of 65% of the then current Base Salary for the first ninety (90) days of such Permanent Disability and, thereafter, compensation on the basis of 50% of the then current Base Salary through the end of the Permanent Disability period. This benefit may be provided by the Company to Employee through the purchase of a disability insurance policy that is contingent upon the insurability of Employee. Notwithstanding the foregoing, all payments hereunder shall end upon the earlier to occur of Executive's attaining the age of sixty-five (65) and the cessation of such Permanent Disability (whether as a result of recovery, rehabilitation, death or otherwise), and, thereafter, the Company shall have no further obligations hereunderto Employee under this Agreement. Additionally, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder if prior to the date of his termination of employment, such salary the Company's obligation to be paid in accordance with Section 3(a) and such other amounts make payments to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates Employee pursuant to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay Employee receives compensation for services rendered, whether as described an employee or otherwise, such compensation shall reduce the payments due under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(a), dollar for dollar. Employee shall promptly inform the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no all such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of compensation received by him in accordance with his obligations under Section 2 hereof for on a period of six (6) consecutive months or for shorter periods aggregating six (6) months monthly basis during any twelve-month such period.

Permanent Disability. In the event If Xxxxxxx shall become permanently incapacitated by reasons of the sickness, accident, or other physical or mental disability (“permanent disability” (Permanent Disability”) as hereinafter defined) of the Executive defined hereunder during the Term of Employmentthis Agreement, this Agreement and all obligations to Xxxxxxx shall cease except as provided below. Permanent Disability shall be determined in one of two ways: (1) Xxxxxxx shall be considered to be Permanently Disabled for purposes of this Agreement if he becomes entitled to Long-Term Disability benefits under the Company’s Long-Term Disability Plan, in which case, this Agreement and all obligations to Xxxxxxx shall cease except that for a period of twelve (12) months, the Company shall have supplement Xxxxxxx’x Long-Term Disability payments to the rightextent necessary for the Long-Term Disability payments plus the supplemental payments to equal Xxxxxxx’x Base Pay as defined in Section 3.1 herein; (2) alternatively, if Xxxxxxx becomes permanently incapacitated and such incapacitation is certified by a physician chosen by the Company and reasonably acceptable to Xxxxxxx (if he is then able to exercise sound judgment), and Xxxxxxx shall therefore be unable to perform his normal duties hereunder, then the employment of Xxxxxxx hereunder and this Agreement may be terminated by Xxxxxxx or the Company upon thirty (30) days’ written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of other party following such notice certification. Should Xxxxxxx not acquiesce (or such later date as should he be unable to acquiesce) in the selection of the certifying doctor, a doctor chosen by Xxxxxxx (or if he is not then able to exercise sound judgment, by his spouse or personal representative) and reasonably acceptable to the Company shall be specified required to concur in the medical determination of incapacitation, failing which, the two doctors shall designate a third doctor whose decision shall be determinative as of the end of the calendar month in which such notice)concurrence or third-doctor decision, as the case may be, is made. In After the event of such terminationfinal certification is made and the 30-day written notice is provided, the Company shall have no further obligations hereunderpay to Xxxxxxx, except that the Executive shall at such times as Base Salary provided for in Section 3.1 of this Agreement would normally be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination of employmentpaid, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a proXxxxxxx’x then-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 current Base Salary for a period of one twelve (112) year from the date months. Under either determination of terminationPermanent Disability, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) Xxxxxxx shall be paid no later than December 31 Seventy-Five Percent (75%) of the second calendar year following amount of his Incentive Target for the year in which disability is certified prorated to the Executive’s termination last day worked. If no Incentive Target has been determined for permanent disability the year in which final certification occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will last determined Incentive Target shall apply. Following termination pursuant to either of the above alternatives, any rights and benefits Xxxxxxx may have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy employee benefit plans and programs of the Company in which Xxxxxxx is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him a participant shall be determined in accordance with his obligations the terms and provisions of such plans and programs. All awards of restricted stock, stock options and any other benefits under Section 2 hereof for a period any long-term incentive plans shall be handled in accordance with the terms of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month periodthe relevant plan and agreements entered into between Xxxxxxx and the Company with respect to such awards.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) to receive any accrued but unpaid salary and other amounts or benefits to which the Executive may otherwise is have been entitled hereunder but for the Executive’s permanent disability prior to the effective date of his termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions hereintermination; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary as established under Section 3(a) hereof for a period of one (1) year from the effective date of termination as a result of permanent disability (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereoftermination; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or pension benefits or long-term disability payments or benefitspayments, if any, to the Executive under any Company plan or arrangement; and (iii) to receive a pro-rata portion of the annual bonus that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination due to permanent disability occurred. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, participate in any and all healthcarepension, life insurance and accidental death other benefit plans and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay period the Executive is continuing to receive his Base Salary in payments under accordance with this Section 6(l)6(a). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period; provided, the Company shall provide to the Executivehowever, subject to Section 6(l)that, cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 3(b) or 4 and 5 hereof or otherwisehereof. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his her termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year fiscal year ended prior to the date of his her termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he she remained in employment through the end of the Contract Year fiscal year during which termination due to permanent disability occurred, based on the portion of the Contract Year fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereofhereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereofhereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (v) his her Base Salary under Section 3(aat a rate equal to the highest rate during the past twelve (12) hereof months for a period of one (1) year from the date of termination as a result of permanent disability disability, in accordance with Section 3(a) hereof (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i6(j)(i) hereofhereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); further provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l6(j)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l6(j), cash payments, to be paid in accordance with Section 6(l)(i6(j)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (yv) the excess of the benefit that would have been received by the Executive had he she been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, sum the “Pension Replacement Payment”Payment”),(provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l6(j) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him her in accordance with his her obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his their termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; the terms of this Agreement (ii) bonus compensation earned but not paid under Section 3(b) hereof this Agreement that relates to any Contract Year fiscal year ended prior to the date of his their termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he the Executive remained in employment through the end of the Contract Year fiscal year during which termination due to permanent disability occurred, based on the portion of the Contract Year fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereofhereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) reimbursement for financial counseling services specified under Section 5(b6(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, paid in accordance with Section 5(b) hereofhereof (provided, that no such payment shall be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (v) his their Base Salary under Section 3(aat a rate equal to the highest rate during the past twelve (12) hereof months for a period of one (1) year from the date of termination as a result of permanent disability disability, paid in accordance with Section 3(a) hereof (the “Disability Continuation Period”), paid in accordance with and Section 6(l)(i7(j)(i) hereofhereof (provided, that such payments shall not commence prior to the sixtieth (60th) day following the Executive’s date of termination); further provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year fiscal year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year fiscal year during which termination due to permanent disability occurred, based on the portion of the Contract Year fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereofhereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereofhereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (v) his Base Salary under Section 3(aat a rate equal to the highest rate during the past twelve (12) hereof months for a period of one (1) year from the date of termination as a result of permanent disability disability, in accordance with Section 3(a) hereof (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i6(j)(i) hereofhereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); further provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l6(j)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l6(j), cash payments, to be paid in accordance with Section 6(l)(i6(j)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (yv) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, sum the “Pension Replacement Payment”), (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l6(j) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.

Permanent Disability. In the event of the “permanent disability” Permanent -------------------- Disability (as hereinafter defineddefined below) of the Executive during the Term of EmploymentEmployee, the Company shall have the rightCompany, upon written notice in its sole discretion, may elect either (i) to the Executiveextent feasible consistent with Employee's mental and physical condition and consistent with applicable law, to reassign Employee to other duties within the Company that Employee is able to perform despite his Permanent Disability at the compensation and benefit levels commensurate with Employee's reassigned duties, or (ii) to terminate the Executive’s this Agreement and Employee's employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event that the Company elects to terminate Employee as provided in clause (ii) above, the Company shall, subject to following sentence, pay to Employee (A) within sixty (60) days after the date of such termination, all amounts of Base Salary and Bonus Compensation accrued pursuant to Section 4 above prior to the date of such termination, and (B) compensation on the basis of 60% of the then current Base Salary for the first ninety (90) days of such Permanent Disability and, thereafter, compensation on the basis of 60% of the then current Base Salary through the end of the Permanent Disability period. This benefit may be provided by the Company to Employee through the purchase of a disability insurance policy that is contingent upon the insurability of Employee; provided, however, that the maximum premium that the Company shall be required to pay towards this benefit will not exceed US$100,000 per year. Notwithstanding the foregoing, all payments hereunder shall end upon the earlier to occur of Executive's attaining the age of sixty-five (65) and the cessation of such Permanent Disability (whether as a result of recovery, rehabilitation, death or otherwise), and, thereafter, the Company shall have no further obligations hereunderto Employee under this Agreement. Additionally, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder if prior to the date of his termination of employment, such salary the Company's obligation to be paid in accordance with Section 3(a) and such other amounts make payments to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates Employee pursuant to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay Employee receives compensation for services rendered, whether as described an employee or otherwise, such compensation shall reduce the payments due under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(a), dollar for dollar. Employee shall promptly inform the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no all such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of compensation received by him in accordance with his obligations under Section 2 hereof for on a period of six (6) consecutive months or for shorter periods aggregating six (6) months monthly basis during any twelve-month such period.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) to receive any accrued but unpaid salary and other amounts or benefits to which the Executive may otherwise is have been entitled to hereunder prior to the effective date of his termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions hereintermination; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one two (12) year years from the effective date of termination as a result of permanent disability (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefitsexceed payments, if any, to the Executive under any Company plan pension or arrangementlong-term disability plans of the Company; and (iii) to receive bonus compensation during the Disability Continuation Period at an annual rate equal to the average of actual bonuses paid or payable to Executive during the Term of Employment in accordance with Section 3(b) hereof, or, if no such bonus has been paid or is payable as of the date of such termination, at an annual rate equal to his Base Salary under Section 3(a) hereof (the “Calculated Bonus Rate”). In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l5(i)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l5(i), cash payments, to be paid in accordance with Section 6(l)(i5(i)(ii), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a5(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a5(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l5(i) of this Agreement. Except as otherwise provided in this Section 6(a5(a), the Company will have no further obligations under Sections 3, 3 and 4 and 5 hereof or otherwise. For purposes of this Section 6(a)paragraph, “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.

Permanent Disability. In the event If Xxxxxxxxx shall become permanently incapacitated by reasons of the sickness, accident, or other physical or mental disability (“permanent disability” (Permanent Disability”) as hereinafter defined) of the Executive defined hereunder during the Term of Employmentthis Agreement, this Agreement and all obligations to Xxxxxxxxx shall cease except as provided below. Permanent Disability shall be determined in one of two ways: (1) Xxxxxxxxx shall be considered to be Permanently Disabled for purposes of this Agreement if he becomes entitled to Long-Term Disability benefits under the Company’s Long-Term Disability Plan, in which case, this Agreement and all obligations to Xxxxxxxxx shall cease except that for a period of twelve (12) months, the Company shall have supplement Xxxxxxxxx’x Long-Term Disability payments to the rightextent necessary for the Long-Term Disability payments plus the supplemental payments to equal Xxxxxxxxx’x Base Pay as defined in Section 3.1 herein; (2) alternatively, if Xxxxxxxxx becomes permanently incapacitated and such incapacitation is certified by a physician chosen by the Company and reasonably acceptable to Xxxxxxxxx (if he is then able to exercise sound judgment), and Xxxxxxxxx shall therefore be unable to perform his normal duties hereunder, then the employment of Xxxxxxxxx hereunder and this Agreement may be terminated by Xxxxxxxxx or the Company upon thirty (30) days’ written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of other party following such notice certification. Should Xxxxxxxxx not acquiesce (or such later date as should he be unable to acquiesce) in the selection of the certifying doctor, a doctor chosen by Xxxxxxxxx (or if he is not then able to exercise sound judgment, by his spouse or personal representative) and reasonably acceptable to the Company shall be specified required to concur in the medical determination of incapacitation, failing which, the two doctors shall designate a third doctor whose decision shall be determinative as of the end of the calendar month in which such notice)concurrence or third-doctor decision, as the case may be, is made. In After the event of such terminationfinal certification is made and the 30-day written notice is provided, the Company shall have no further obligations hereunderpay to Xxxxxxxxx, except that the Executive shall at such times as Base Salary provided for in Section 3.1 of this Agreement would normally be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination of employmentpaid, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a proXxxxxxxxx’x then-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 current Base Salary for a period of one twelve (112) year from the date months. Under either determination of terminationPermanent Disability, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) Xxxxxxxxx shall be paid no later than December 31 the amount of Seventy-Five percent (75%) of the second calendar year following Incentive Target for the year in which disability is certified prorated to the Executive’s termination last day worked. If no Incentive Target has been determined for permanent disability the year in which final certification occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will last determined Incentive Target shall apply. Following termination pursuant to either of the above alternatives, any rights and benefits Xxxxxxxxx may have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy employee benefit plans and programs of the Company in which Xxxxxxxxx is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him a participant shall be determined in accordance with his obligations the terms and provisions of such plans and programs. All awards of restricted stock, stock options and any other benefits under Section 2 hereof for a period any long-term incentive plans shall be handled in accordance with the terms of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month periodthe relevant plan and agreements entered into between Xxxxxxxxx and the Company with respect to such awards.

Permanent Disability. In the event of the “"permanent disability” " (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s 's employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year fiscal year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year fiscal year during which termination due to permanent disability occurred, based on the portion of the Contract Year fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(aat a rate equal to the highest rate during the past twelve (12) hereof months for a period of one (1) year from the date of termination as a result of permanent disability disability, in accordance with Section 3(a) hereof (the “"Disability Continuation Period”"), paid in accordance with Section 6(l)(i6(j)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive’s 's Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l6(j)). Thereafter, the Executive’s 's rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l6(j), cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.in

Permanent Disability. In the event of the “"permanent disability” " (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s 's employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b3(c) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b3(c) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b3(c) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “"Disability Continuation Period”"), paid in accordance with Section 6(l)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive’s 's Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.

Permanent Disability. In the event If Winterbottom shall become permanently incapacitated by reasons of the sickness, accident, or other physical or mental disability (“permanent disability” (Permanent Disability”) as hereinafter defined) of the Executive defined hereunder during the Term of Employmentthis Agreement, this Agreement and all obligations to Winterbottom shall cease except as provided below. Permanent Disability shall be determined in one of two ways: (1) Winterbottom shall be considered to be Permanently Disabled for purposes of this Agreement if he becomes entitled to Long-Term Disability benefits under the Company’s Long-Term Disability Plan, in which case, this Agreement and all obligations to Winterbottom shall cease except that for a period of twelve (12) months, the Company shall have supplement Winterbottom’s Long-Term Disability payments to the rightextent necessary for the Long-Term Disability payments plus the supplemental payments to equal Winterbottom’s Base Pay as defined in Section 3.1 herein; (2) alternatively, if Winterbottom becomes permanently incapacitated and such incapacitation is certified by a physician chosen by the Company and reasonably acceptable to Winterbottom (if he is then able to exercise sound judgment), and Winterbottom shall therefore be unable to perform his normal duties hereunder, then the employment of Winterbottom hereunder and this Agreement may be terminated by Winterbottom or the Company upon thirty (30) days’ written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of other party following such notice certification. Should Winterbottom not acquiesce (or such later date as should he be unable to acquiesce) in the selection of the certifying doctor, a doctor chosen by Winterbottom (or if he is not then able to exercise sound judgment, by his spouse or personal representative) and reasonably acceptable to the Company shall be specified required to concur in the medical determination of incapacitation, failing which, the two doctors shall designate a third doctor whose decision shall be determinative as of the end of the calendar month in which such notice)concurrence or third-doctor decision, as the case may be, is made. In After the event of such terminationfinal certification is made and the 30-day written notice is provided, the Company shall have no further obligations hereunderpay to Winterbottom, except that the Executive shall at such times as Base Salary provided for in Section 3.1 of this Agreement would normally be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination of employmentpaid, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a proWinterbottom’s then-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 current Base Salary for a period of one twelve (112) year from the date months. Under either determination of terminationPermanent Disability, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) Winterbottom shall be paid no later than December 31 Seventy-Five percent (75%) of the second calendar year following amount of his Incentive Target for the year in which disability is certified prorated to the Executive’s termination last day worked. If no Incentive Target has been determined for permanent disability the year in which final certification occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will last determined Incentive Target shall apply. Following termination pursuant to either of the above alternatives, any rights and benefits Winterbottom may have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy employee benefit plans and programs of the Company in which Winterbottom is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him a participant shall be determined in accordance with his obligations the terms and provisions of such plans and programs. All awards of restricted stock, stock options and any other benefits under Section 2 hereof for a period any long-term incentive plans shall be handled in accordance with the terms of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month periodthe relevant plan and agreements entered into between Winterbottom and the Company with respect to such awards.

Permanent Disability. In This Agreement shall terminate upon Executive's permanent disability after written notice by Company to Executive. For the event purposes of the “this Agreement, "permanent disability” (as hereinafter defined) " shall mean that Executive fails to perform his duties on a full-time basis for a period of the Executive more than 90 calendar days during the Term of Employmentany 12-month period, due to a physical or mental disability or infirmity. Upon termination due to permanent disability, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice pay Executive as follows: (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (ia) any accrued base salary earned but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date as of termination, in accordance with Section 5(b) hereofpayable within 30 days; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (xb) the maximum qualified defined contribution retirement savings plan match Extension Payment of $6,000,000 in full, payable within 30 days; (c) all amounts then in Executive's LTI account, payable within 30 days; (d) any annual cash incentive bonus for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the termination occurred, prorated based on the number of days of Executive’s termination 's full time employment during the fiscal year to the extent the performance goals applicable to such bonus are met for permanent disability occurs; any amounts payable under this Section 6(a) that are such year, even though Executive was not otherwise exempt from Code section 409A are subject toemployed for the entire fiscal year, and payable in accordance withwith Company policy for such incentive bonus; (e) any unvested, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(a)non-performance based restricted stock unit awards, the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him which shall vest in accordance with his obligations their terms, and any vested restricted stock unit awards, all of which shall become payable within 30 days; (f) any unvested, non-performance based stock options, which shall automatically vest and be exercisable until the earlier of (i) the expiration date set forth in the stock option award agreement or (ii) one year after the Executive's termination due to permanent disability; and (g) unvested, performance-based, restricted stock unit awards and stock options shall continue to vest and be earned and exercisable in accordance with the plan under Section 2 hereof for a period which they were granted. All vested stock options at the time of six termination shall be exercisable until the earlier of (6i) consecutive months the expiration date set forth in the stock option award agreement or for shorter periods aggregating six (6ii) months during any twelve-month periodone year after the Executive's termination due to permanent disability.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) to receive any accrued but unpaid salary and other amounts or benefits to which the Executive may otherwise is have been entitled hereunder prior to the effective date of his termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions hereintermination; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the effective date of termination as a result of permanent disability (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereoftermination; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or pension benefits or long-term disability payments or benefitspayments, if any, to the Executive under any Company plan or arrangementarrangement and (iii) to receive a pro-rata portion of the annual bonus that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination due to permanent disability occurred. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, participate in any and all healthcarepension, life insurance and accidental death other benefit plans and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay period the Executive is continuing to receive his Base Salary in payments under accordance with this Section 6(l)6(a). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period; provided, the Company shall provide to the Executivehowever, subject to Section 6(l)that, cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 3(b) and 4 and 5 hereof or otherwisehereof. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.

Permanent Disability. In the event of the “"permanent disability” " (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s 's employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) to receive any accrued but unpaid salary and other amounts or benefits to which the Executive may otherwise is have been entitled hereunder prior to the effective date of his termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions hereintermination; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with his Base Salary under Section 3(b3(a) hereofhereof for a period of one (1) year from the effective date of termination; PROVIDED, HOWEVER, that the Company shall only be required to pay that amount of the Executive's Base Salary which shall not be covered by pension benefits or long-term disability payments, if any, to the Executive under any Company plan or arrangement and (iii) to receive a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, participate in any and all healthcarepension, life insurance and accidental death other benefit plans and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay period the Executive is continuing to receive his Base Salary in payments under accordance with this Section 6(l)6(a). Thereafter, the Executive’s 's rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period; PROVIDED, the Company shall provide to the ExecutiveHOWEVER, subject to Section 6(l)that, cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 3(b) and 4 and 5 hereof or otherwisehereof. For purposes of this Section 6(a), “"permanent disability” " means any disability as defined under the Company’s 's applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.