Common use of Termination Due to Death or Disability Clause in Contracts

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall automatically cease and terminate as of the date of Executive’s death or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “Disability Date”), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and ExecutiveEmployee’s employment shall automatically cease and terminate as hereunder is terminated because of the date of ExecutiveEmployee’s death or the date of Permanent Disability Disability, then Employee (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)Employee’s estate or beneficiaries, as the case may be. In the event ) shall receive payment of the termination of Accrued Obligations and the Period of Employment and Executivefollowing Severance Payments, subject to Employee (or Employee’s employment hereunder due estate or beneficiaries, as the case may be) timely entering into the Severance Agreement: (A) the Incentive Bonus to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive which Employee would have been entitled to receive pursuant to under Section 4(b) in respect 4.b of this Agreement had Employee remained employed with the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed Company through the date of Executive’s termination of employment, payable when on which such annual incentive Incentive Bonus would otherwise have been payable had Executivepaid, calculated assuming performance achievement of Fifty Percent (50%) of the target amount for the applicable fiscal year, prorated through the Termination Date; (B) payment of an amount equal to Six (6) months of Employee’s then-effective Base Salary; (C) acceleration of the vesting of Fifty Percent (50%) of all outstanding Service-Based Awards granted to Employee under the Equity Plan that would have vested within the Twelve (12) months following the Termination Date but for the cessation of Employee’s employment not terminated. Notwithstanding any other provision with the Company, such that such Equity Awards shall be deemed vested immediately as of this Agreement, following such termination the Termination Date; and (D) continuation of Executivethe vesting of all outstanding Performance-Based Awards granted to Employee under the Equity Plan as if Employee’s employment due with the Company had not ceased prior to Executivethe end of the applicable performance period with such vesting calculated based on actual performance; provided, however, if the applicable performance period is extended or the vesting or performance conditions are materially changed to Employee’s death detriment or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights Company fails to certify the performance achievement with respect to any compensation or other benefits under this Agreement. In such outstanding Performance-Based Awards within Sixty (60) days following the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs end of the Company in effect at applicable performance period, then such Performance-Based Awards will vest immediately upon the time of such termination, subject to the terms and conditions occurrence of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel event assuming achievement of the Companymaximum level of performance.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall automatically cease and terminate as of is terminated due to the date of Executive’s death or the date of Permanent Disability (which date shall be determined by the Qualified Physician Company due to the Executive’s Disability, the Executive shall receive the following payments, subject to and conditioned upon the Executive’s (or by agreement, under the Executive’s estate’s or beneficiaries’) compliance with Section 6(a) above, and referred to as the “Disability Date”4(d), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receivebelow: (i) a lump sum cash paymentany Annual Performance Bonus that had been awarded for the preceding fiscal year but not yet paid, which Annual Performance Bonus shall be payable within ten (10) business days after termination of Executive’s employmentat the same time and in the same manner as those paid to similarly situated executives, equal to the sum of (x) but in any accrued but unpaid Base Salary as event no later than March 15th of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of calendar year following the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); andapplicable performance year; (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of any Annual Performance Bonus for the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated based on account actual Company performance and prorated for the portion of the fiscal year the Executive was employed prior to the Date of Termination, payable at the same time and in the same manner as those paid to similarly situated executives, but in any event no later than March 15th of the calendar year following the year in which the Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any longtermination occurs; (iii) during the 12-term disability programs month period commencing immediately after the Date of the Company in effect at the time of such termination, Termination and subject to the terms Executive’s timely and conditions proper election of any such programsCOBRA benefits, monthly reimbursement to the Executive (or his estate or beneficiaries, as applicable) for the same may costs of maintaining coverage for health benefits at the Executive’s current levels of benefits in effect immediately prior to the Date of Termination (including family coverage, if such coverage was in effect immediately prior to the Date of Termination) under COBRA, payable in accordance with the terms of Section 4(e), below; and (iv) if upon the Date of Termination, the Executive holds any awards granted under any equity plan maintained by the Company that were granted after the Effective Date, including stock options, restricted stock units, performance-based restricted stock units, and any other stock-based award, all such awards shall become fully vested, exercisable, and payable upon such Date of Termination, with such awards to be changedpayable within 60 days following such Date of Termination (or, modifiedif later, or terminated for or within 60 days following the lapse of the substantial risk of forfeiture with respect to all senior management personnel such award) or exercisable in the case of stock options for the Companypost-termination exercise period set forth in such stock option agreement, with the achievement of any performance-based vesting conditions determined based on actual performance through the Date of Termination, as determined by the Compensation Committee, unless otherwise set forth in the underlying equity award agreement.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall terminate automatically cease and upon Executive’s death. The Company may terminate as Executive’s employment immediately upon the occurrence of the date a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or in the date of Permanent Disability (which date shall be determined by the Qualified Physician event that Executive’s employment is terminated due to Executive’s Disability, Executive or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)Executive’s estate or Executive’s beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveto: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”)The Accrued Obligations; and (ii) To the extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a proresult of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(b)(ii) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(b) and shall instead pay to Executive a lump-rated sum payment equal to the employer portion of premium costs of health benefits (calculated based on the target annual incentive compensation, if any, that premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive would have been entitled to receive pursuant to Section 4(b) in respect and Executive’s dependents for the remainder of the fiscal year in which Severance Term no later than thirty (30) days after such determination by the Company. Following Executive’s death or a termination of Executive’s employment occurs, based upon the percentage by reason of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent a Disability, except as set forth in Sections 6(b) and 6(cthis Section 8(b), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or any other benefits under this Agreement. In the event , including any Base Salary and Annual Bonus for any time that, but for Executive’s employment is terminated on account of Executive’s Permanent death or Disability, he shall, so long as his Permanent Disability continues, would otherwise remain eligible for all benefits provided under any long-term disability programs in the Term of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the CompanyEmployment.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment hereunder is terminated by the Company due to death or Disability, then: (i) the Company shall automatically cease pay the Executive, within thirty (30) days after the date of termination: (A) any Base Salary and terminate any reimbursable expenses accrued or owing the Executive hereunder as of the date of Executive’s death or termination and any earned and unpaid annual bonus in respect of fiscal years of the Company completed prior to the date of Permanent Disability termination (which date shall be determined by the Qualified Physician or by agreementit being understood that, under Section 6(a) above, and referred to as the “Disability Date”), as the case may be. In the event absent approval of the Compensation Committee, no such bonus shall have been deemed to have been earned); and (B) the amount of Base Salary that would otherwise have been payable to the Executive had he remained employed through the end of the calendar year in which termination occurs, to the extent not previously paid; (ii) any cash distribution payments on the Restricted Units in accordance with and at the time specified in Section 4(a); (iii) upon termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to and regardless of whether such termination occurs before or after the sum expiration of (x) any accrued but unpaid Base Salary as the Employment Term, the Company shall provide at the Company’s expense continued health and welfare benefits for the Executive, the Executive’s spouse and the Executive’s dependents through the end of the calendar year in which the date of termination occurs (which period of continued health care coverage shall run contemporaneously with the required COBRA coverage period), and thereafter, following the COBRA coverage period and for as long as the Executive (or his spouse) elects to participate, the Company shall provide the Executive and his spouse with access to participation in the Company’s medical plans at the Executive’s termination of employment hereunder and (yor his spouse’s) any earned but unpaid annual incentive compensation sole expense based on a reasonably determined fair market value premium rate; (iv) the Executive shall immediately vest in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of any Restricted Units otherwise due to vest on the target annual incentive compensation, if any, that next vesting date; (v) the Company shall deliver to the Executive would have been entitled to receive pursuant to Section 4(b) Holding units in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through any vested Restricted Units (A) as promptly as possible following the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to the Executive’s death or Permanent Disability, except as set forth in Sections 6(band (B) and 6(c), and except for on the 60th day following the date of termination due to the Executive’s rights Disability (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights subject to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs delay required by Section 409A of the Company in effect at the time of such terminationCode as contemplated by Section 14(c)), subject to applicable withholding as provided in Section 4(a); and (vi) the terms and conditions of any such programs, as Executive shall be entitled to the same may be changed, modified, or terminated for or with respect to all senior management personnel of the CompanyOther Benefits.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall terminate automatically cease and upon his death. The Company may terminate as Executive’s employment immediately upon the occurrence of the date a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or in the date of Permanent Disability (which date shall be determined by the Qualified Physician event that Executive’s employment is terminated due to his Disability, Executive or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)his estate or his beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveto: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); andThe Accrued Obligations; (ii) a pro-rated portion Any earned but unpaid Annual Bonus with respect to any completed fiscal year that has ended prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the target annual incentive compensationCompany Group, if anybut in no event later than March 15th following the end of the fiscal year to which such Annual Bonus relates (“Earned Bonus”); (iii) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the Annual Bonus that Executive would otherwise have been entitled to receive pursuant to Section 4(b) earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of Executive’s employment occurs, based upon the percentage of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred (the “Pro-Rata Bonus”); and (iv) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall have elapsed through be earned at a pro-rata amount based on the date actual performance for the performance period as of Executive’s termination of employmentthe Termination Date, payable when and, in other respects, such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under awards shall be governed by the plans, arrangements and programs referenced in Sections 4(b)programs, 4(c) and 5agreements, Executive shall have no further rights to any compensation or other benefits under this Agreementdocuments, as applicable, pursuant to which such awards were granted. In addition, all stock options held by Executive on the event Executive’s employment is terminated on account Termination Date shall remain exercisable until the earliest of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all (x) the expiration of the original term and (z) the three (3) year anniversary of the Termination Date. The benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject for by this Section 5(b)(iv) are referred to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company“Accelerated Equity Vesting”.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and ExecutiveEmployee’s employment shall terminate automatically cease and upon his death. The Company may terminate as Employee’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Employee’s receipt of written notice of such termination. In the date of Executiveevent Employee’s employment is terminated due to his death or the date of Permanent Disability (which date shall be determined by the Qualified Physician Disability, Employee or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)his estate or his beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveto: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”)The Accrued Obligations; and (ii) a Any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid within sixty (60) days from the date of such; and (iii) Any STI Award that would have been payable with respect to the year of termination in the absence of the Employee’s death or Disability, pro-rated portion for the period the Employee worked prior to his death or Disability, which amount shall be paid at such time STI Awards are paid to other senior executives of the target annual incentive compensationCompany, if any, but in no event later than one day prior to the date that Executive would have been entitled to receive pursuant to Section 4(b) in respect is 2½ months following the last day of the fiscal year in which such termination occurs; and (iv) The cash portion of Executive’s employment occursany outstanding, based upon the percentage of such fiscal year unvested LTI Award that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had ExecutiveEmployee’s employment with the Company continued through the applicable vesting date, which shall be paid concurrently with the payment described in clause (iii) above; and (v) Immediate vesting of any unvested Common Shares, including but not terminatedlimited to any Common Shares that comprise any past LTI Award; and (vi) Continuation and/or payment of Employee’s and/or Employee’s dependents’ medical insurance premiums for a period of eighteen (18) months; and (vii) The rights to the same compensation and benefits as provided in Section 8(d) below, in lieu of clauses (i) through (vi), if the termination of Employee’s employment is by reason of death or Disability while the Employee is traveling on official Company business. Notwithstanding any other provision of this Agreement, following Following such termination of ExecutiveEmployee’s employment due to Executive’s by reason of death or Permanent Disability, except as set forth in Sections 6(b) and 6(cthis Section 8(b), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If the Executive dies dies, or becomes Permanently Disabled his Employment terminates by reason of Disability during the Period Term of Employmentthis Agreement, the Period of Employment and Executive’s employment hereunder shall automatically cease terminate upon his death or upon the determination of a termination for Disability, and all obligations of the Company hereunder shall terminate as on such date, except that the Executive’s estate or his designated beneficiary shall be entitled to (i) payment of the Accrued Rights; (ii) in lieu of the Annual Incentive Plan, a lump sum pro-rata portion of the Annual Bonus, based upon the percentage of the fiscal year that has elapsed through the date of termination, for the year in which such termination occurs, payable when such Annual Bonus would have otherwise been payable had the Executive’s death or employment not terminated, and further based on one hundred percent (100%) of Target for the fiscal year in which termination occurs; (iii) with respect to all equity Awards under the LTIP, (A) Stock Options and Stock Appreciation Rights shall continue to vest and be exercisable for the full term set forth in the award agreement, (B) Restricted Shares, Deferred Stock Units, and any similar awards (e.g., restricted stock units) subject solely to time-based vesting conditions shall vest on the date of Permanent Disability termination, and (which date C) Awards that are conditioned on the satisfaction of performance conditions shall be determined vested and paid out or distributed following the determination of performance for the applicable performance period at the same time as such Awards are generally paid or distributed to other senior executives of the Company, based on actual performance for the performance period, but prorated by a fraction, the Qualified Physician numerator of which is the number of days elapsed between the first day of the performance period and the date of the Executive’s termination and the denominator of which is the total number of calendar days in the performance period, or by agreement, under Section 6(a) abovesuch better treatment as is provided in any award, and referred to as (iv) if the “Disability Date”)Executive’s employment is terminated for Disability, Executive shall receive any more favorable treatment for Retirement on an element by element basis, and (v) the Executive or his Estate, as the case may be. In , shall continue to be covered by the event of Company’s policies and practices regarding indemnification and Directors and Officers insurance in the termination of the Period of Employment same amount and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary same extent as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms covers its other officers and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Companydirectors.

Termination Due to Death or Disability. If Executive Employee dies or becomes -------------------------------------- Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s Employee's employment shall automatically cease and terminate as of the date of Executive’s Employee's death or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “"Disability Date”"), as the case may be. In the event of the termination of the Period of Employment and Executive’s Employee's employment hereunder due to Executive’s Employee's death or Permanent Disability, Executive Employee or his estate shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s Employee's employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s Employee's termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s Employee's termination of employment hereunder (the “"Earned/Unpaid Annual Bonus”"); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive Employee would have been entitled to receive pursuant to Section 4(b3(b) in respect of the fiscal year in which termination of Executive’s Employee's employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s Employee's termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s Employee's employment not terminated; and (iii) such employee benefits described in Sections 4(a), 4(b) and 4(c) ("Employee Benefits"), if any, as to which Employee may be entitled under the employee benefit plans and arrangements of the Company. Notwithstanding any other provision of this Agreement, following such termination of Executive’s Employee's employment due to Executive’s Employee's death or Permanent Disability, except as set forth in Sections 6(b) and 6(c)) and the Company's obligations under Section 5, and except for Executive’s Employee's rights (if any) under the plans, arrangements and programs referenced in Sections 4(b3(b), 4(c3(c) and 54, Executive Employee shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s Employee's employment is terminated on account of Executive’s Employee's Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and ExecutiveEmployee’s employment shall automatically cease and terminate as hereunder is terminated because of the date of ExecutiveEmployee’s death or the date of Permanent Disability Disability, then Employee (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)Employee’s estate or beneficiaries, as the case may be. In the event ) shall receive payment of the termination of Accrued Obligations and the Period of Employment and Executive’s employment hereunder due following Severance Payments: (A) the Incentive Bonus to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive which Employee would have been entitled to receive pursuant to under Section 4(b) in respect 4.b of this Agreement had Employee remained employed with the Company through the end of the fiscal year in which termination of Executive’s employment occursthe Termination Date, calculated based upon on [•] percent ([•]%) of the percentage of such target amount for the applicable fiscal year that shall have elapsed year, prorated through the date Termination Date; (B) payment of Executivean amount equal to the greater of: (X) [•] ([•]%) of Employee’s termination then-effective Base Salary that would have be paid to Employee through the end of employment, payable when such annual incentive would otherwise have been payable the Initial Term (or then-applicable Renewed Term) had ExecutiveEmployee’s employment appointment or service with the Company not terminated. Notwithstanding any other provision ceased; and (Y) [•] ([•]) months of this Agreement, following such termination the Employee’s then-effective Base Salary; (C) acceleration of Executive’s employment due the vesting of that portion of all outstanding service-based Equity Awards granted to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) Employee under the plansEquity Plan that would have vested within the [•] ([•]) months following the Termination Date but for the cessation of Employee’s appointment or service with the Company, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive such that such Equity Awards shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long be deemed vested immediately as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect Termination Date; and (D) acceleration of the vesting of the outstanding performance-based Equity Awards granted to Employee under the Equity Plan, at the time [•] percent ([•]%) of Target Award levels, such termination, subject that vesting shall be deemed to have occurred as of immediately prior to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the CompanyTermination Date.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall automatically cease and terminate as of the date of Executive’s death or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “Disability Date”), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his her estate shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder hereunder; (y) one times her then current base salary; and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he she shall, so long as his her Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel executive officers of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall automatically cease and terminate as of is terminated due to death or Disability, the date of Executive (or the Executive’s death or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)estate, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate applicable) shall be entitled to receivethe Accrued Benefits. In addition, the Executive shall be entitled to the following: (i) a lump sum cash payment, payable within ten payment to the Executive (10) business days after termination of or the Executive’s employmentestate, as applicable) in an amount equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated pro rata portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect Target Bonus for the portion of the fiscal year in which the termination of the Executive’s employment occurs, calculated based upon on the percentage number of days the Executive was employed during such fiscal year, payable within ten days after the execution by the Executive (or the Executive’s estate, as applicable) of the Release (defined below) and expiration, without revocation, of any applicable revocation periods under the Release; provided, that if the 60-day period during which the Release is required to become effective and irrevocable begins in one calendar year and ends in another calendar year, such payment shall not be made before the first day of the second calendar year; (ii) any options to purchase Common Stock then outstanding and held by the Executive that are not then vested and exercisable shall have elapsed through immediately become exercisable in full and shall remain exercisable until the earlier of (a) the end of the one (1)-year period immediately following the termination date or (b) the date of the stock option(s) would otherwise expire; and (iii) any restricted stock units then outstanding and held by the Executive shall become vested (subject to (i) the Executive’s making satisfactory arrangements with the Company providing for the payment to the Company of all required withholding taxes and (ii) with the number of shares subject to the restricted stock unit grants that contain performance criteria vesting at target or, if the applicable performance criteria have already been certified, based on earned shares as set forth in the applicable restricted stock unit grant agreement); it being understood (with respect to Section 9(d)(ii) or (iii)), that if the terms of an applicable grant agreement would provide for more favorable vesting on a termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of the Executive’s employment due to Executive’s death or Permanent Disability, except such terms shall control. Other than as set forth expressly in Sections 6(b) and 6(cthis Section 9(d), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive Company shall have no further rights obligation or liability to any compensation the Executive or other benefits the Executive’s estate under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall terminate automatically cease and upon Executive’s death. The Company may terminate as Executive’s employment immediately upon the occurrence of the date a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or in the date of Permanent Disability (which date shall be determined by the Qualified Physician event that Executive’s employment is terminated due to Executive’s Disability, Executive or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)Executive’s estate or Executive’s beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveto: (i) a lump sum cash paymentThe Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, payable within ten which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2 1⁄2 months following the last day of the fiscal year in which such termination occurred; and (10iii) business Subject to achievement of the applicable performance objectives for the fiscal year of the Company in which Executive’s termination occurs, as determined by the Compensation Committee, payment of the Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days after Executive was employed during such fiscal year, such amount to be paid at the same time it would otherwise be paid to Executive had no termination occurred, but in no event later than the date that is 2 1⁄2 months following the last day of the fiscal year of the Company in which such termination occurred; provided, that in the event the termination of Executive’s employmentemployment occurs during the Protected Period, equal Executive shall be entitled to receive payment of the target Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, assuming target level of performance was achieved, such amount to be paid in a lump sum of on the first regularly scheduled payroll date following the sixtieth (x60th) any accrued but unpaid Base Salary as of day following the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding hereunder. Following Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) death or a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage by reason of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent a Disability, except as set forth in Sections 6(b) and 6(cthis Section 8(b), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or any other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period The Term of Employment and shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event the Executive’s employment shall automatically cease and terminate as of with the date of Executive’s Company is terminated due to his death or disability, the date of Permanent Disability (which date shall be determined by the Qualified Physician Executive, his estate or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)his beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveand their sole remedies under this Agreement shall be: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum cash payment, payable within ten (10) business 30 days after termination of Executive’s employment, equal to his death or on the sum of (x) any accrued but unpaid Base Salary as first day following the six-month anniversary of the date of Executive’s termination of employment hereunder by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (yv) any earned but unpaid annual incentive compensation immediate vesting of all outstanding Performance Compensation Awards for which target performance has been achieved through the date of death or the Commencement Date, as the case may be, payable in respect a lump sum in cash or stock 30 days after his death or on the first day following the six-month anniversary of the most recently completed fiscal year preceding Executive’s termination of employment hereunder by reason of disability, as the case may be; (vi) the “Earned/Unpaid balance of any Annual Bonus”Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vii) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (iiviii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employmentother or additional benefits then due or earned, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements accordance with applicable plans and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall automatically cease and terminate as of the date the Company is provided with the documentation reasonably necessary to establish the fact of Executive’s death or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a5(a) above, and referred to as the “Disability Date”), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of of: (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder hereunder; and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b3(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following ; and (iii) such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth employee benefits described in Sections 6(b4(a) and 6(cthrough 4(i) inclusive (“Executive Benefits”), and except for Executive’s rights (if any) , as to which Executive may be entitled under the plans, employee benefit plans and arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreementof the Company. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period The Term of Employment and shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event the Executive’s employment shall automatically cease and terminate as of with the date of Executive’s Company is terminated due to his death or disability, the date of Permanent Disability (which date shall be determined by the Qualified Physician Executive, his estate or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)his beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveand their sole remedies under this Agreement shall be: (i) Base Salary through the date of death or the commencement date of his eligibility for the Company’s long-term disability benefits (the “Commencement Date”) as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata guaranteed Annual Incentive Award for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum cash payment, payable within ten (10) business 30 days after termination of Executive’s employment, equal to his death or on the sum of (x) any accrued but unpaid Base Salary as first day following the six-month anniversary of the date of Executive’s termination of employment hereunder by reason of disability; (iii) elimination of all restrictions on any Restricted Share Unit Grants outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (yv) any earned but unpaid annual incentive compensation immediate vesting of all outstanding Performance Compensation Awards for which target performance has been achieved through the date of death or the Commencement Date, as the case may be, payable in respect a lump sum in cash or stock 30 days after his death or on the first day following the six-month anniversary of the most recently completed fiscal year preceding Executive’s termination of employment hereunder by reason of disability, as the case may be; (vi) the “Earned/Unpaid balance of any Annual Bonus”Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vii) a Performance Compensation Award for the year in which the Executive dies or becomes disabled, based upon the pro rata production of Gross Written Premiums by MMO Agencies, Inc. from January 1 of such year through the date of the Executive’s death, or the Commencement Date, and otherwise subject to the terms of the Performance Compensation Award; (viii) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (iiix) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employmentother or additional benefits then due or earned, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements accordance with applicable plans and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment is terminated due to Executive’s death or Disability, the term of employment shall automatically cease and terminate end as of the date of the Executive’s death or the date termination of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) aboveemployment due to Disability, and referred to as the “Disability Date”)Executive, his estate and/or beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receivethe following: (i) a lump sum cash payment, payable within ten Base Salary earned by Executive but not paid through the date of termination under this Section 11(a); (10ii) business days after termination of Executive’s employment, equal all long-term incentive compensation awards earned by Executive but not paid prior to the sum date of termination under this Section 11(a); (xiii) any accrued but unpaid Base Salary a pro rata Target Bonus award for the year in which termination under this Section 11(a) occurs as determined in its sole discretion by the Board; (iv) all stock options held by the Executive as of the date of Executive’s termination under this Section 11(a) that are not exercisable as of employment hereunder that date shall be deemed to have been held by the Executive for an additional 12 months, for purposes of vesting and exercise rights, and any stock options that are deemed exercisable as a result thereof shall remain exercisable as provided in Section 11(a)(v) below; (yv) all exercisable stock options held by the Executive as of the date of termination under this Section 11(a) shall remain exercisable until the earlier of (1) the end of the one-year period following the date of termination, or (2) the date the option would otherwise expire; (vi) any earned amounts earned, accrued or owing to the Executive (including any amounts for which the sole remaining condition to payment is that the Executive be employed by the Company on the scheduled payment date) but unpaid annual incentive compensation not yet paid under Sections 6, 7, 8, or 9 above, and in respect the event of termination due to Disability, benefits due to Executive under the Company’s then-current disability program; (vii) six months of Severance Pay, commencing on the first day of the most recently completed fiscal year preceding Executive’s month following the month in which termination of employment hereunder (the “Earned/Unpaid Annual Bonus”)under this Section 11(a) occurred; and (iiviii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of ExecutiveCompany’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or repurchase right with respect to all senior management personnel shares of restricted stock held by the Executive shall lapse with respect to the Pro-Rata Share of Restricted Stock. The “period” referenced in the first sentence of the Companydefinition of “Pro-Rata Share of Restricted Stock,” and the “period in question” referenced in the second sentence of that definition shall be 12 months.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall terminate automatically cease and upon her death. The Company may terminate as Executive’s employment immediately upon the occurrence of the date a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or in the date of Permanent Disability (which date shall be determined by the Qualified Physician event that Executive’s employment is terminated due to her Disability, Executive or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)her estate or her beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveto: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); andThe Accrued Obligations; (ii) a pro-rated portion Any earned but unpaid Annual Bonus with respect to any completed fiscal year that has ended prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the target annual incentive compensationCompany Group, if anybut in no event later than March 15th following the end of the fiscal year to which such Annual Bonus relates (“Earned Bonus”); (iii) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the Annual Bonus that Executive would otherwise have been entitled to receive pursuant to Section 4(b) earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of Executive’s employment occurs, based upon the percentage of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred (the “Pro-Rata Bonus”); and (iv) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall have elapsed through be earned at a pro-rata amount based on the date actual performance for the performance period as of Executive’s termination of employmentthe Termination Date, payable when and, in other respects, such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under awards shall be governed by the plans, arrangements and programs referenced in Sections 4(b)programs, 4(c) and 5agreements, Executive shall have no further rights to any compensation or other benefits under this Agreementdocuments, as applicable, pursuant to which such awards were granted. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all The benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject for by this Section 5(b)(iv) are referred to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company“Accelerated Equity Vesting.”

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall automatically cease and terminate as of is terminated due to death or Disability, the date of Executive (or the Executive’s death or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)estate, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate applicable) shall be entitled to receivethe Accrued Rights. In addition, the Executive shall be entitled to the following: (i) a lump sum cash payment, payable within ten payment to the Executive (10) business days after termination of or the Executive’s employmentestate, as applicable) in an amount equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated pro rata portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect Target Bonus for the portion of the fiscal year in which the termination of the Executive’s employment occurs, calculated based upon on the percentage number of days the Executive was employed during such fiscal year, payable within ten days after the execution by the Executive (or the Executive’s estate, as applicable) of the Release (defined below) and expiration, without revocation, of any applicable revocation periods under the Release; provided, that if the 60-day period during which the Release is required to become effective and irrevocable begins in one calendar year and ends in another calendar year, such payment shall not be made before the first day of the second calendar year; (ii) any options to purchase Common Stock then outstanding and held by the Executive that are not then vested and exercisable shall have elapsed through immediately become exercisable in full and shall remain exercisable until the earlier of (a) the end of the one (1)-year period immediately following the termination date or (b) the date of the stock option(s) would otherwise expire; and (iii) any restricted stock units then outstanding and held by the Executive shall become vested (subject to (i) the Executive’s making satisfactory arrangements with the Company providing for the payment to the Company of all required withholding taxes and (ii) with the number of shares subject to the restricted stock unit grants that contain performance criteria vesting at target or, if the applicable performance criteria have already been certified, based on earned shares as set forth in the applicable restricted stock unit grant agreement); it being understood (with respect to Section 9(d)(ii) or (iii)), that if the terms of an applicable grant agreement would provide for more favorable vesting on a termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of the Executive’s employment due to Executive’s death or Permanent Disability, except such terms shall control. Other than as set forth expressly in Sections 6(b) and 6(cthis Section 9(d), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive Company shall have no further rights obligation or liability to any compensation the Executive or other benefits the Executive’s estate under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall automatically cease and terminate as of the date of Executive’s death or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “Disability Date”), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder hereunder, one times his then current base salary and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel executive officers of the Company.

Termination Due to Death or Disability. If Executive dies The Corporation may terminate the Executive's employment hereunder due to Disability, and the Executive's employment hereunder shall terminate in the event of his death. In the event of the Executive's death or becomes Permanently Disabled during a termination of the Period of EmploymentExecutive's employment by the Corporation due to Disability, the Period Executive, his beneficiary (as defined in Section 12.7 of Employment and Executive’s employment shall automatically cease and terminate as of the date of Executive’s death or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “Disability Date”this Agreement), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receive: (ia) Base Salary continuation at the rate in effect on the Date of Termination (as provided for by Section 5.1 of this Agreement) for a lump sum cash paymentperiod of twelve (12) months from and after the Date of Termination, payable within ten in accordance with the Corporation’s standard payroll practices commencing on the first payroll immediately following the Date of Termination; (10b) business days after termination of Executive’s employment, equal if and to the sum extent the applicable performance goals are achieved as determined in accordance with Section 5.2 of (x) any accrued but unpaid Base Salary as of this Agreement,, the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation Annual Incentive Bonus in respect of the most recently completed full fiscal year preceding in which the Date of Termination occurs, shall be payable at the same time such Annual Incentive Bonus would have been paid had the Executive not terminated employment; (c) any Restricted Stock Awards that are due to be received by the Executive on or before the Date of Termination and all outstanding Restricted Stock Awards shall fully vest as of the Date of Termination; (d) any Stock Options that are due to be granted to the Executive on or before the Date of Termination and all outstanding Stock Options shall fully vest as of the Date of Termination; (e) any deferred compensation not yet paid to the Executive (including, without limitation, interest or other credits on such deferred amounts) to be paid at the time provided in the applicable deferred compensation plan, any accrued vacation pay and insurance proceeds; (f) reimbursement for expenses incurred but not yet paid prior to the Date of Termination; (g) aggregate annual premiums for insurance coverage through the Date of Termination in the event of a death, and for a period of twelve (12) months from and after the Date of Termination in the event of a Disability, to be paid in a lump sum no later than seventy-five (75) days following the Date of Termination; (h) any other compensation or benefits which may be owed or provided to the Executive in accordance with the terms and provisions of any applicable agreements, plans and programs of or made by the Corporation and/or the Subsidiary; (i) the Executive’s termination 's family shall be entitled to receive benefits at least equal to the most favorable benefits provided by the Corporation to surviving families of employment hereunder (employees of the “Earned/Unpaid Annual Bonus”)Corporation under such plans, programs, practices and policies relating to family death benefits, if any, in accordance with the most favorable plans, programs, practices and policies of the Corporation in effect on the date of the Executive's death with respect to other key employees of the Corporation and their families; and (iij) a pro-rated portion anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled after the Date of Termination due to Disability to receive disability and other benefits at least equal to the target annual incentive compensationmost favorable of those provided by the Corporation to disabled employees and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at any time during the time 90-day period immediately preceding the Date of such termination, subject Termination due to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or Disability with respect to all senior management personnel other key employees of the CompanyCorporation and their families.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall automatically cease and terminate as of the date of Executive’s is terminated due to his death or “Disability” (as defined in Section 7(g)): (1) the date of Permanent Disability Executive (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “Disability Date”), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate estate) shall be entitled to receive: (i) a lump sum cash paymentpayment (to be paid within thirty (30) days following the date of termination, payable within ten except as provided in (10III) business days after termination of Executive’s employment, below) equal to the sum of of: (xI) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”)Accrued Obligations; and (iiII) a pro-rated pro rata portion of the target annual incentive compensationBonus he would otherwise have received for the Fiscal Year in which his termination due to death or Disability occurred, if any, such Bonus to be paid at the same time that Executive would have been entitled bonuses are paid to receive pursuant to Section 4(b) in respect other executives of the fiscal year in which termination of Company; (2) any unvested stock options then held by the Executive will vest immediately and options held by the Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through or his estate, will remain exercisable for three (3) years from the date of the Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had but in no event later than until the originally scheduled expiration date of the options; (3) any RPSUs and PSUs granted under this Agreement and then held by the Executive shall vest in their entirety at target on the Executive’s employment not terminated. Notwithstanding any other provision date of this Agreement, following such termination of Executive’s employment employment, with payment in respect of each vested RPSU and PSU being made in Common Shares as soon as practicable (but in no event later than thirty (30) days following the date of termination); provided that if the date of death occurs in the last year of a performance period, the RPSUs and PSUs granted in respect of such performance period shall vest and be paid out based upon actual performance over such performance period as if the Executive had remained employed to the applicable RPSU or PSU Certification Date, as applicable; provided, further, in the case of a termination due to Executive’s death or Permanent Disability, the settlement of any RPSUs or PSUs may be delayed to such later date as is required for the awards to comply with Section 409A of the Code; (4) to the extent not theretofore paid or provided, the Company and its affiliates shall timely pay or provide to the Executive the Other Benefits; and (5) except as set forth in Sections 6(b) and 6(c)expressly provided above, and except for Executivethe Company’s rights (if anyobligations under Section 5(f) under hereof, the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall Company will have no further rights obligations to any compensation or other benefits under this Agreement. In the event Executive hereunder following the Executive’s termination of employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company circumstances described in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Companythis Section 7(b).

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and ExecutiveEmployee’s employment shall terminate automatically cease and upon his death. The Company may terminate as Employee’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Employee’s receipt of written notice of such termination. In the date of Executiveevent Employee’s employment is terminated due to his death or the date of Permanent Disability (which date shall be determined by the Qualified Physician Disability, Employee or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)his estate or his beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveto: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”)The Accrued Obligations; and (ii) a A cash payment representing the value of any unpaid target STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid within sixty (60) days from the date of such; and (iii) A cash payment (in lieu of Common Shares) representing the value of any target STI Award that would have been payable with respect to the year of termination in the absence of the Employee’s death or Disability, pro-rated portion for the period Employee worked prior to his death or Disability, which amount shall be paid at such time STI Awards are paid to other senior executives of the target annual incentive compensationCompany, if any, but in no event later than one day prior to the date that Executive would have been entitled to receive pursuant to Section 4(b) in respect is 2½ months following the last day of the fiscal year in which such termination occurs; and (iv) Immediate vesting of any unvested LTI Award; and (v) LTI Award at the target level for any year(s) for which an LTI Award has not yet been determined, including a pro-rated LTI Award for such partial year at the target level. Such pro-rated LTI Award will be immediately vested upon issuance; and (vi) Continuation and/or payment of Employee’s and/or Employee’s dependents’ medical insurance premiums for a period of eighteen (18) months; and (vii) The rights to the same compensation and benefits as provided in Section 8(d) below, in lieu of clauses (i) through (vi) hereof, if the termination of ExecutiveEmployee’s employment occurs, based upon the percentage is by reason of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminateddeath or Disability while Employee is traveling or engaged on official Company business. Notwithstanding any other provision of this Agreement, following Following such termination of ExecutiveEmployee’s employment due to Executive’s by reason of death or Permanent Disability, except as set forth in Sections 6(b) and 6(cthis Section 8(b), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during In the Period of Employment, event that the Period of Employment and Executive’s employment shall automatically cease and terminate as hereunder is terminated prior to expiration of the date of Executive’s Term due to his death or Disability, the date of Permanent Disability Executive, his estate or his beneficiaries (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “Disability Date”), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate ) shall be entitled to receivethe following: (i) an amount equal to his annual Base Salary on the Termination Date, payable in a lump sum (without discount) as soon as practicable following the Termination Date; (ii) an annual cash paymentbonus under the Plan for the year of termination, payable within ten (10) business days after termination determined and paid at the end of Executive’s employment, equal to the sum of such year (x) as if the Executive’s employment hereunder had continued, (y) as if “target” performance levels had been attained on all individual performance goals and (z) using actual performance as against corporate goals (i.e., shareholder return and FFO), provided that the amount actually paid shall be prorated based on the number of days during the year of termination on which the Executive was employed by the Company; (iii) with respect to long-term incentive awards granted to the Executive under Section 5 hereof, (A) if the applicable performance period ended on or prior to the Termination Date, any accrued earned but unpaid Base Salary unvested share units shall vest as of the Termination Date, (B) if the applicable performance period did not end on or prior to the Termination Date, the number of share units earned by the Executive shall be determined as of such date as if the performance period had ended on such date (with rates of Executive’s termination return accordingly measured over the shortened performance period rather than the originally scheduled three-year performance period), and any units earned shall vest as of employment hereunder such date, provided that the number of units earned and vested pursuant to this sub-clause (B) shall be prorated based on the total number of days in the shortened performance period as compared with the total number of days in the originally scheduled three-year performance period, and (yC) any earned but unpaid annual incentive compensation except to the extent otherwise provided in respect an applicable deferral election of the most recently completed fiscal year preceding Executive’s termination of employment hereunder , any share unit that vests pursuant to this clause (the “Earned/Unpaid Annual Bonus”)iii) shall pay out promptly after vesting; and (iiiv) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to benefits described in Section 4(b7(h) in respect of hereof. Neither Party may terminate the fiscal year in which termination of Executive’s employment occurs, based upon the percentage hereunder for Disability without first giving 15 days’ written notice of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Companyother Party.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and ExecutiveEmployee’s employment shall terminate automatically cease and upon his death. The Company may terminate as Employee’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Employee’s receipt of written notice of such termination. In the date of Executiveevent Employee’s employment is terminated due to his death or the date of Permanent Disability (which date shall be determined by the Qualified Physician Disability, Employee or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)his estate or his beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveto: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”)The Accrued Obligations; and (ii) a Any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid within sixty (60) days from the date of such; and (iii) Any STI Award that would have been payable with respect to the year of termination in the absence of the Employee’s death or Disability, pro-rated portion for the period the Employee worked prior to his death or Disability provided that the Employee has worked at least 6 months in the fiscal year for which the bonus is payable, which amount shall be paid at such time STI Awards are paid to other senior executives of the target annual incentive compensationCompany, if any, but in no event later than one day prior to the date that Executive would have been entitled to receive pursuant to Section 4(b) in respect is 2 1/2 months following the last day of the fiscal year in which such termination occurs; and (iv) Immediate pro-rata vesting of Executive’s employment occurs, any Common Shares previously awarded to the Employee based upon on the percentage number of such fiscal year that shall have elapsed through months the Employee has worked for the Company from the date of Executive’s grant as a percentage of the total number of months required for complete vesting in absence of a termination of employment, payable when such annual incentive would otherwise have been payable had Executiveand cancellation of any remaining Common Shares not so vested; and (v) The rights to the same compensation and benefits as provided in Section 8(d) below, in lieu of clauses (i) through (iv), if the termination of Employee’s employment not terminatedis by reason of death or Disability while the Employee is traveling on official Company business. Notwithstanding any other provision of this Agreement, following Following such termination of ExecutiveEmployee’s employment due to Executive’s by reason of death or Permanent Disability, except as set forth in Sections 6(b) and 6(cthis Section 8(b), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and ExecutiveEmployee’s employment shall terminate automatically cease and upon his death. The Company may terminate as Employee’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Employee’s receipt of written notice of such termination. In the date of Executiveevent Employee’s employment is terminated due to his death or the date of Permanent Disability (which date shall be determined by the Qualified Physician Disability, Employee or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)his estate or his beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveto: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”)The Accrued Obligations; and (ii) a Any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid within sixty (60) days from the date of such; and (iii) Any STI Award that would have been payable with respect to the year of termination in the absence of the Employee’s death or Disability, pro-rated portion for the period the Employee worked prior to his death or Disability, which amount shall be paid at such time STI Awards are paid to other senior executives of the target annual incentive compensationCompany, if any, but in no event later than one day prior to the date that Executive would have been entitled to receive pursuant to Section 4(b) in respect is 21/2 months following the last day of the fiscal year in which such termination occurs; and (iv) The cash portion of Executive’s employment occursany outstanding, based upon the percentage of such fiscal year unvested LTI Award that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had ExecutiveEmployee’s employment with the Company continued through the applicable vesting date, which shall be paid concurrently with the payment described in clause (iii) above; and (v) Immediate vesting of any unvested Common Shares, including but not terminatedlimited to any Common Shares that comprise any past LTI Award; and (vi) Continuation and/or payment of Employee’s and/or Employee’s dependents’ medical insurance premiums for a period of eighteen (18) months; and (vii) The rights to the same compensation and benefits as provided in Section 8(d) below, in lieu of clauses (i) through (vi), if the termination of Employee’s employment is by reason of death or Disability while the Employee is traveling on official Company business. Notwithstanding any other provision of this Agreement, following Following such termination of ExecutiveEmployee’s employment due to Executive’s by reason of death or Permanent Disability, except as set forth in Sections 6(b) and 6(cthis Section 8(b), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period Consultant’s service hereunder is terminated because of Employment, the Period of Employment and Executive’s employment shall automatically cease and terminate as of the date of ExecutiveConsultant’s death or the date of Permanent Disability Disability, then Consultant (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)Consultant’s estate or beneficiaries, as the case may be. In the event ) shall receive payment of the termination of Accrued Obligations and the Period of Employment and Executivefollowing Severance Payments, subject to Consultant (or Consultant’s employment hereunder due estate or beneficiaries, as the case may be) timely entering into the Severance Agreement: (A) the Incentive Bonus to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive which Consultant would have been entitled under Section 4.b of this Agreement had Consultant provided services to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed Company through the date of Executive’s termination of employment, payable when on which such annual incentive Incentive Bonus would otherwise have been payable had Executivepaid, calculated assuming performance achievement of Fifty Percent (50%) of the target amount for the applicable fiscal year, prorated through the Termination Date; (B) payment of an amount equal to Six (6) months of Consultant’s employment not terminated. Notwithstanding any other provision then-effective Base Fee; (C) acceleration of this Agreement, following such termination the vesting of Executive’s employment due Fifty Percent (50%) of all outstanding Service-Based Awards granted to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) Consultant under the plansEquity Plan that would have vested within the Twelve (12) months following the Termination Date but for the cessation of Consultant’s service with the Company, arrangements such that such Equity Awards shall be deemed vested immediately as of the Termination Date; and programs referenced in Sections 4(b)(D) continuation of the vesting of all outstanding Performance-Based Awards granted to Consultant pursuant to the Existing Agreement and under the Equity Plan as if Consultant’s service with the Company had not ceased prior to the end of the applicable performance period with such vesting calculated based on actual performance; provided, 4(c) and 5however, Executive shall have no further rights if the applicable performance period is extended or the vesting or performance conditions are materially changed to Consultant’s detriment or the Company fails to certify the performance achievement with respect to any compensation or other benefits such outstanding Performance-Based Awards under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs Existing Agreement within Sixty (60) days following the end of the Company in effect at applicable performance period, then such Performance-Based Awards will vest immediately upon the time of such termination, subject to the terms and conditions occurrence of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel event assuming achievement of the Companymaximum level of performance.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall automatically cease and terminate as of the date of Executive’s death or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “Disability Date”), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder is terminated due to Executive’s death or Permanent by the Company due to Executive’s Disability, then Executive or his estate shall will be entitled to receivereceive the Accrued Rights, and if (x) Executive (or in the case of Executive’s death or incapacity, Executive’s estate or authorized representative) executes and does not revoke the Release within thirty (30) days (or such longer period as required by law and set forth in the Release) following the Termination Date and (y) Executive (in the case of Executive's Disability) does not breach the restrictive covenants set forth in Section 9, then: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid Annual Bonus for the year immediately preceding the year in which the Termination Date occurs, paid as and when annual incentive compensation in respect of bonuses are paid generally by the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); andCompany to its senior executives for such year; (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) then-applicable Annual Bonus based on the number of days elapsed in respect of the fiscal year in which termination the Termination Date occurs through the Termination Date with performance based on the actual level of achievement of the applicable performance goals (except that any performance goals based on Executive’s employment occurs, based upon the percentage of such fiscal year that personal performance shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except be treated as set forth in Sections 6(b) and 6(cattained at no less than target level), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive any other performance goals shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect be deemed achieved at least at the time of such termination, subject level applicable to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel similarly situated active employees of the Company, paid as and when annual bonuses are paid generally by the Company to its senior executives for such year; (iii) the Initial RSUs will immediately vest and be settled no later than sixty (60) days after the Termination Date, and the Initial PSUs will remain outstanding for the duration of the performance period (without proration) and be eligible to vest based on actual achievement of the applicable performance criteria in accordance with the applicable equity award agreement; (iv) (A) if the FY 2026 Option Award is vested as of the Termination Date, the FY 2026 Option Award will remain outstanding and exercisable for the one year period following the Termination Date, but in no event beyond the scheduled expiration date and (B) if the FY 2026 Option Award is not vested as of the Termination Date, the FY 2026 Option Award will remain eligible to vest for a period of three (3) months following the Termination Date and (x) if the FY 2026 Option Award becomes vested during such period, it will remain outstanding and exercisable for the one year period following the Termination Date, but in no event beyond the scheduled expiration date, however (y) if the FY 2026 Option Award does not vest by the end of such period, then it will be forfeited; and (v) all other outstanding Company equity awards held by Executive on the Termination Date will be treated as follows: (v) all time-based stock options and RSUs will immediately vest, with such vested RSUs settled within ten (10) days after the Termination Date and such vested options will be exercisable for one year after the Termination Date (but no later than the scheduled expiration date), (w) PSUs will vest based on the target level of achievement with such vested PSUs settled within ten (10) days after the Termination Date, (x) notwithstanding (v) though (w), any equity awards that were granted less than one year prior to the Termination Date will be immediately forfeited without consideration and (y) all performance-based stock options granted in fiscal year 2028 or later will be treated as provided for in the applicable award agreement.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall automatically cease and terminate as of the date of Executive’s death or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “Disability Date”), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder is terminated at any time due to Executive’s death her Death or Permanent Disability, Executive or his estate shall be entitled to receive: receive the Accrued Obligations and severance payments and benefits equal to the following: (i) a lump sum cash paymentsubject to Section 17, payable within ten twelve (1012) business days after termination months of Executive’s employmentBase Salary paid in installments; (ii) any bonuses earned and paid by the date of termination; (iii) other than any unvested performance shares specified in Section 2(c) which shall not vest, equal to the sum of (x) any accrued but unpaid Base Salary as of extent unvested at the date time of Executive’s termination of employment hereunder pursuant to the terms of the applicable grant agreements, immediate full vesting of all of Executive’s equity awards under the Plan; (iv) outplacement services provided by the Company-designated outplacement firm for a period of eighteen (18) months starting no later than ninety (90) days from Executive’s date of termination with a maximum value of $25,000; (v) in the case of Death, Executive shall receive life insurance benefits paid in accordance with the terms of the policy and coverage in which Executive was enrolled before the date of Death; (vi) in the case of termination due to Disability, the Company shall pay for the premiums associated with six (6) months of Executive’s continued participation, without any required contributions from Executive (but subject to all other plan and policy terms) in Executive’s Company provided life insurance policy in which Executive is enrolled before the date of termination; and (yvii) any earned but unpaid annual incentive compensation in respect provided Executive timely elects and is eligible for COBRA coverage, the Company shall pay for the premiums associated with six (6) months of the most recently completed fiscal year preceding Executive’s termination of employment hereunder continued participation, without any required contributions from Executive (but subject to all other plan terms, including co-payments and deductibles) in the Aerojet Rocketdyne Medical Plan, Aerojet Rocketdyne Dental Plan, and the Aerojet Rocketdyne Vision Plan (the “Earned/Unpaid Annual BonusBenefit Plans”); and (ii) a pro-rated portion in which Executive is enrolled before the date of termination. Payment of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination Base Salary component of Executive’s employment occurs, based upon the percentage of such fiscal year that severance shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated be made on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Companyregular paydays.

Termination Due to Death or Disability. If Executive dies or becomes -------------------------------------- Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s 's employment shall automatically cease and terminate as of the date of Executive’s 's death or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a5(a) above, and referred to as the “"Disability Date”"), as the case may be. In the event of the termination of the Period of Employment and Executive’s 's employment hereunder due to Executive’s 's death or Permanent Disability, Executive or his estate shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s 's employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s 's termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s 's termination of employment hereunder (the “"Earned/Unpaid Annual Bonus”"); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b3(b) in respect of the fiscal year in which termination of Executive’s 's employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s 's employment not terminated. Notwithstanding any other provision of this Agreement, following ; and (iii) such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth employee benefits described in Sections 6(b4(a) and 6(cthrough 4(i) inclusive ("Executive Benefits"), and except for Executive’s rights (if any) , as to which Executive may be entitled under the plans, employee benefit plans and arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreementof the Company. In the event Executive’s 's employment is terminated on account of Executive’s 's Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies In the event Executive's employment is terminated due to Executive's death or becomes Permanently Disabled during the Period of EmploymentDisability, the Period Term of Employment and Executive’s employment shall automatically cease and terminate end as of the date of the Executive’s 's death or the date termination of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) aboveemployment due to Disability, and referred to as the “Disability Date”)Executive, his estate and/or beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receivethe following: (i) a lump sum cash payment, payable within ten Base Salary earned by Executive but not paid through the date of termination under this SECTION 10(a); (10ii) business days after termination of Executive’s employment, equal all long-term incentive compensation awards earned by Executive but not paid prior to the sum date of termination under this SECTION 10(a); (xiii) a pro rata Target Bonus award for the year in which termination under this SECTION 10(a) occurs; (iv) in the event this Agreement terminates under this SECTION 10(a) at any accrued but unpaid Base Salary time from the Effective Date hereof, up through and including the fourth anniversary of the Effective Date, all unexercisable stock options held by the Executive as of the date of Executive’s the termination under this SECTION 10(a) shall be deemed to have been held by the Executive for an additional 12 months, for purposes of employment hereunder vesting and exercise rights, and any unexercisable stock options which become exercisable as a result thereof shall remain exercisable as provided in SECTION 10(a)(v) below; PROVIDED, HOWEVER, that in the event this Agreement terminates under this SECTION 10(a) after the fourth anniversary of the Effective Date, all unexercisable stock options held by the Executive as of the date of the termination under this SECTION 10(a) shall be deemed to have been held by the Executive for an additional 12 months, for purposes of vesting and exercise rights, and any unexercisable stock options which become exercisable as a result thereof shall remain exercisable until the earlier of (y1) the end of the of the 90-day period following the date of termination, or (2) the date the stock option would otherwise expire; (v) all exercisable stock options held by the Executive as of the date of termination under this SECTION 10(a) shall remain exercisable until the earlier of (1) the end of the 1-year period following the date of termination, or (2) the date the option would otherwise expire; (vi) any earned amounts earned, accrued or owing to the Executive but unpaid annual incentive compensation not yet paid under SECTIONS 6, 7, 8, or 9 above, and in respect the event of termination due to Disability, benefits due to Executive under the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”)Company's then-current disability program; and (iivii) a pro-rated portion six months of Severance Pay, commencing on the first day of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of month following the fiscal year month in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the CompanySECTION 10(A) occurred.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment is terminated due to his death or “Disability” (as defined in Section 6(e)): the Executive (or his estate) shall automatically cease be entitled to a lump sum cash payment equal to the sum of: the Executive’s Base Salary through the date on which his termination due to death or Disability occurred; any accrued and terminate unpaid compensation as of the date of termination of employment; and a pro-rata portion of the Bonus he would otherwise have received for the Fiscal Year in which his termination due to death or Disability occurred; any unvested stock options then held by the Executive will vest immediately and options held by the Executive, or his estate, will remain exercisable for three (3) years from the date of the Executive’s death or termination due to Disability, but in no event later than the expiration date of Permanent Disability (which date shall be determined the option. any unvested Units then held by the Qualified Physician or by agreement, Executive shall vest in their entirety on the Executive’s date of termination of employment; and except as expressly provided above and except for the Company’s obligations under Section 6(a5(g) abovehereof, and referred the Company will have no further obligations to as the “Disability Date”), as Executive hereunder following the case may be. In the event of the Executive’s termination of employment under the Period of Employment and circumstances described in this Section 6(b). Termination by the Company for Cause, by the Executive other than for Good Reason or Due to the Executive’s Election Not to Extend the Term. If the Executive’s employment hereunder is terminated by the Company for Cause, by the Executive other than for Good Reason, or due to the Executive’s death or Permanent Disability, election not to extend the Term: the Executive or his estate shall be entitled to receive: (i) a receive an immediate lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, payment equal to the sum of: his Base Salary through the date of (x) termination; and any accrued but unpaid Base Salary compensation for any prior Fiscal Year; any accrued and unpaid compensation as of the date of termination of employment; and a pro-rata portion of his Bonus for the Fiscal Year in which the termination occurred, to be paid when bonuses are paid to other executives of the Company; any stock options then held by the Executive that have not previously been exercised shall be forfeited. any unvested Units shall be forfeited and the Executive shall be entitled to payment in respect of those Units that have vested as of the date of the Executive’s termination of employment hereunder with the Company, provided, however, that for the purposes of this clause (iii), if the Executive terminates his employment without Good Reason after the last day of Fiscal Year which ends in calendar year 2008, any unvested Units will vest and (y) any earned but unpaid annual incentive compensation the Executive shall be entitled to payment in respect of such Units; and except as expressly provided above and except for the most recently completed fiscal year preceding Company’s obligations under Section 5(g) hereof, the Company will have no further obligations to the Executive hereunder following the Executive’s termination of employment hereunder (under the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to circumstances described in this Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and ExecutiveEmployee’s employment shall terminate automatically cease and upon his death. The Company may terminate as Employee’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Employee’s receipt of written notice of such termination. In the date of Executiveevent Employee’s employment is terminated due to his death or the date of Permanent Disability (which date shall be determined by the Qualified Physician Disability, Employee or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)his estate or his beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveto: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”)The Accrued Obligations; and (ii) a Any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid within sixty (60) days from the date of such; and (iii) Any STI Award that would have been payable with respect to the year of termination in the absence of the Employee’s death or Disability, pro-rated portion for the period the Employee worked prior to his death or Disability, which amount shall be paid at such time STI Awards are paid to other senior executives of the target annual incentive compensationCompany, if any, but in no event later than one day prior to the date that Executive would have been entitled to receive pursuant to Section 4(b) in respect is 2 1/2 months following the last day of the fiscal year in which such termination occurs; and (iv) Immediate pro-rata vesting of Executive’s employment occurs, any Common Shares previously awarded to the Employee based upon on the percentage number of such fiscal year that shall have elapsed through months the Employee has worked for the Company from the date of Executive’s grant as a percentage of the total number of months required for complete vesting in absence of a termination of employment, payable when such annual incentive would otherwise have been payable had Executiveand cancellation of any remaining Common Shares not so vested; and (v) The rights to the same compensation and benefits as provided in Section 8(d) below, in lieu of clauses (i) through (iv), if the termination of Employee’s employment not terminatedis by reason of death or Disability while the Employee is traveling on official Company business. Notwithstanding any other provision of this Agreement, following Following such termination of ExecutiveEmployee’s employment due to Executive’s by reason of death or Permanent Disability, except as set forth in Sections 6(b) and 6(cthis Section 8(b), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during Unless otherwise expressly provided by the Period of EmploymentCommittee in its sole discretion in an Award Agreement, and subject to Sections 11.3 and 11.5, in the Period of Employment and Executiveevent a Participant’s employment or other service with the Company and all Affiliates is terminated by reason of death or Disability: (a) All outstanding Options and Stock Appreciation Rights held by the Participant as of the effective date of such termination shall, to the extent exercisable as of such termination, remain exercisable for a period of one (1) year after such termination (but in no event after the expiration date of any such Option or Stock Appreciation Right) and Options and Stock Appreciation Rights not exercisable as of such termination shall automatically cease be terminated and terminate forfeited; (b) All outstanding Stock Grants and Stock Unit Grants held by the Participant as of the effective date of such termination that have not vested as of the date of Executive’s death or such termination, and all outstanding but unpaid Cash-Based Awards and Other Stock-Based Awards held by the Participant as of the effective date of Permanent Disability (which date such termination, shall be determined by terminated and forfeited; provided, however, that with respect to any such Awards the Qualified Physician vesting of which is based on the achievement of Performance Goals, if a Participant’s employment or by agreement, under Section 6(a) above, and referred to as other service with the “Disability Date”)Company or any Affiliate, as the case may be. In , is terminated by reason of death or Disability prior to the event end of the termination Performance Period of such Award, but after the conclusion of a portion of the Performance Period (but in no event less than one (1) year), the Committee may, in its sole discretion, cause shares of Employment and Executive’s employment hereunder due Stock to Executive’s death be delivered or Permanent Disability, Executive or his estate shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal payment made with respect to the sum Participant’s Award, but only if otherwise earned for the entire Performance Period and only with respect to the portion of (x) any accrued but unpaid Base Salary as of the applicable Performance Period completed at the date of Executive’s such event, with proration based on full fiscal years only and no shares to be delivered for partial fiscal years. The Committee shall consider the provisions of Section 11.5 and shall have the discretion to consider any other fact or circumstance in making its decision as to whether to deliver such shares of Stock or other payment, including whether the Participant again becomes employed. If the effective date of such termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect is on or after the end of the most recently completed fiscal year preceding Executive’s termination Performance Period applicable to an Award which vests based on the achievement of employment hereunder (Performance Goals, then any such Award held by a Participant shall be paid to the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of Participant in accordance with the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage payment terms of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the CompanyAward.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and The Executive’s employment under this Agreement will terminate upon the Executive’s death or the Executive’s Disability (as defined in Section 5). In the event the Executive’s employment terminates as a result of the Executive’s death or Disability, the Company shall automatically cease pay to the Executive (or his estate, as applicable) (i) the Base Salary and terminate Automobile Payment through and including the date of termination, (ii) an amount equal to the Executive’s accrued and unused vacation pay as of the date of Executive’s death termination, (iii) any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company (including unreimbursed business expenses properly incurred through the date of Permanent Disability termination) (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a(i) above, and referred to as through (iii) collectively the “Disability DateOther Accrued Compensation and Benefits”), as (iv) any Bonus earned, but unpaid, for the case may beyear prior to the year of termination, and (v) a prorated Target Bonus for the year in which the termination occurs. In the event The Other Accrued Compensation and Benefits will be payable within thirty (30) days of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder by reason of death or Disability (or as otherwise expressly set forth in the applicable plan, program or agreement). Items (iv) and (yv) any earned but unpaid annual incentive compensation in respect of will be payable on the most recently completed fiscal year preceding Executive’s date on which the Company pays out bonuses to senior executives generally. Furthermore, upon a termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) as a pro-rated portion result of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except a portion of the Executive’s Options, PSUs, and RSUs that have already been granted pursuant to this Agreement shall vest such that, when combined with previously vested Options, PSUs, and RSUs granted under this Agreement, an aggregate of 50% of all of the Options, PSUs, and RSUs that have been granted pursuant to this Agreement shall have vested. Any vested Options shall continue to be exercisable for a period of 180 days following the date of the Executive’s death or Disability (but in no event later than the expiration of the term of such Options). All Options not exercised within such 180-day period shall be cancelled and shall revert back to the Company for no consideration and the Executive or his estate, as set forth applicable, shall have no further right or interest therein. Except for rights to indemnification under Section 3(k) or as provided in Sections 6(b) and 6(cthis Section 4(a), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights right to receive any other compensation or other benefits under this Agreement. In after a termination of employment due to the event Executive’s employment is terminated on account of Executive’s Permanent death or Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive Employee dies or becomes -------------------------------------- Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s Employee's employment shall automatically cease and terminate as of the date of Executive’s Employee's death or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “"Disability Date”"), as the case may be. In the event of the termination of the Period of Employment and Executive’s Employee's employment hereunder due to Executive’s Employee's death or Permanent Disability, Executive Employee or his her estate shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s Employee's employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s Employee's termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s Employee's termination of employment hereunder (the “"Earned/Unpaid Annual Bonus”"); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive Employee would have been entitled to receive pursuant to Section 4(b3(b) in respect of the fiscal year in which termination of Executive’s Employee's employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s Employee's termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s Employee's employment not terminated; and (iii) such employee benefits described in Sections 4(a), 4(b) and 4(c)("Employee Benefits"), if any, as to which Employee may be entitled under the employee benefit plans and arrangements of the Company. Notwithstanding any other provision of this Agreement, following such termination of Executive’s Employee's employment due to Executive’s Employee's death or Permanent Disability, except as set forth in Sections 6(b) and 6(c)) and the Company's obligations under Section 5, and except for Executive’s Employee's rights (if any) under the plans, arrangements and programs referenced in Sections 4(b3(b), 4(c3(c) and 54, Executive Employee shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s Employee's employment is terminated on account of Executive’s Employee's Permanent Disability, he she shall, so long as his her Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and ExecutiveEmployee’s employment shall terminate automatically cease and upon his death. The Company may terminate as Employee’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Employee’s receipt of written notice of such termination. In the date of Executiveevent Employee’s employment is terminated due to his death or the date of Permanent Disability (which date shall be determined by the Qualified Physician Disability, Employee or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)his estate or his beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveto: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred; (iii) In the case of any termination as a result of Employee’s Disability, an amount equal to seventy-five percent (75%) of Employee’s then-current Base Salary, such amount to be paid in substantially equal installments over the Severance Term, in accordance with the Company’s regular payroll practices; (iv) In the case of any termination as a result of Employee’s Disability, upon the expiration of the Severance Term, and subject to Employee’s compliance during such period with the terms and conditions of this Agreement, a lump sum cash paymentamount equal to twenty-five percent (25%) of Employee’s then-current Base Salary; (v) A pro rata Annual Bonus (determined using the target Annual Bonus for the fiscal year in which such termination occurs) based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination, payable such amount to be paid within ten five (105) business days after termination of Executive’s employmentsuch termination; and (vi) (A) Vesting, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of ExecutiveEmployee’s termination, of all Awards, other than Awards that as of their date of grant were subject to both service- and performance-based vesting requirements, (B) all Awards that as of their date of grant were subject to both service- and performance-based vesting requirements shall remain outstanding through the last day of the applicable performance periods, without regard for the termination of employment hereunder Employee’s employment, and shall vest (or fail to vest and be forfeited) based on the level of actual attainment of performance goals at such time or times as would have been the case had the service vesting provisions continued to apply and Employee remained employed through all applicable service vesting periods; provided, however, the eligibility for continued vesting based on performance shall immediately cease, and all Awards shall be forfeited, in the event that Employee violates any provision of the restrictive covenants set forth herein, and (C) any Awards that are stock options shall remain outstanding until the earliest of (x) exercise, (y) any earned but unpaid annual incentive compensation in respect the expiration of the most recently completed fiscal year preceding Executiveoriginal term, and (z) the first anniversary of the date of Employee’s termination of employment hereunder (termination. Notwithstanding the “Earned/Unpaid Annual Bonus”); and foregoing, the payments and benefits described in clauses (ii) a pro-rated portion of through (vi) above shall immediately cease, and the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that Company shall have elapsed through no further obligations to Employee with respect thereto, in the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding event Employee breaches any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except Section 9 hereof. Except as set forth in Sections 6(b) and 6(cthis Section 8(b), and except for Executivefollowing Employee’s rights (if any) under the planstermination by reason of his death or Disability, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall automatically cease and terminate as of the date of Executive’s death or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “Disability Date”), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of due to Executive’s Permanent death or Disability, he shallthe Term of Employment shall end as of the date of the Executive’s death or termination of employment due to Disability, so long and Executive, his estate and/or beneficiaries, as his Permanent Disability continuesthe case may be, remain eligible for shall be entitled to the following: (i) Base Salary earned by Executive but not paid through the date of termination under this SECTION 10(a); (ii) all benefits provided under any long-term disability programs incentive compensation awards earned by Executive but not paid prior to the date of termination under this SECTION 10(a); (iii) a pro rata Target Bonus award for the year in which termination under this SECTION 10(a) occurs, as determined in its sole discretion by the Board of Directors; (iv) all stock options held by the Executive as of the Company date of the termination under this SECTION 10(a) that are not exercisable as of that date shall be deemed to have been held by the Executive for an additional 12 months, for purposes of vesting and exercise rights, and any unexercisable stock options which are deemed exercisable as a result thereof shall remain exercisable as provided in effect at SECTION 10(a)(v) below; (v) all exercisable stock options held by the time Executive as of such the date of termination under this SECTION 10(a) shall remain exercisable until the earlier of (1) the end of the 1-year period following the date of termination, subject or (2) the date the option would otherwise expire; (vi) any amounts earned, accrued or owing to the terms and conditions of any such programsExecutive but not yet paid under SECTIONS 6, as the same may be changed7, modified8, or terminated for or 9 above, and in the event of termination due to Disability, benefits due to Executive under the Company’s then-current disability program; (vii) six months of Severance Pay, payable in accordance with the regular payroll practices of the Company, commencing on the first day of the month following the month in which termination under this SECTION 10(a) occurred; and (viii) the Company’s lapsing repurchase right with respect to all senior management personnel shares of restricted stock held by the Executive shall lapse with respect to the Pro-Rata Share of Restricted Stock. The “period” referenced in the first sentence of the Companydefinition of “Pro-Rata Share of Restricted Stock,” and the “period in question” referenced in the second sentence of that definition shall be 12 months.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during In the Period of Employment, event that the Period of Employment and Executive’s employment shall automatically cease and terminate as hereunder is terminated prior to expiration of the date of Executive’s Term due to his death or Disability, the date of Permanent Disability Executive, his estate or his beneficiaries (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “Disability Date”), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate ) shall be entitled to receivethe following: (i) an amount equal to his annual Base Salary on the Termination Date, payable in a lump sum (without discount) as soon as practicable following the Termination Date; (ii) an annual cash paymentbonus under the Plan for the year of termination, payable within ten determined and paid at the end of such year (10x) business as if the Executive’s employment hereunder had continued, (y) as if “target” performance levels had been attained on all individual performance goals and (z) using actual performance as against corporate goals (i.e., shareholder return and FFO), provided that the amount actually paid shall be prorated based on the number of days after during the year of termination on which the Executive was employed by the Company; (iii) with respect to Restricted Stock, OPP benefits, and other awards under Section 5 hereof: (A) any awards (including OPP awards made in the form of Restricted Stock) that vest solely based on continued employment and are not otherwise vested as of the Termination Date shall vest as of such date; (B) with respect to any awards (other than OPP benefits) that vest in whole, or in part, based on performance (as distinct from continued service alone) and are not otherwise vested as of the Termination Date, if a pertinent performance period (including, for this purpose, the longest applicable multi-year performance period that could have applied had no termination of Executive’s employmentemployment occurred) has not ended on or prior to such date, equal the amount of the award (e.g., number of shares of Restricted Stock) earned by the Executive shall be determined as of such date as if that performance period had ended on such date (with performance accordingly measured against target performance over the shortened performance period rather than against target performance over the originally scheduled performance period), and any portion of the award earned shall vest as of such date, provided that the amount of any award vesting pursuant to this sub-clause (B) shall be prorated based on the total number of days in the shortened performance period as compared with the total number of days in the originally scheduled performance period; (C) with respect to the sum OPP, if the Termination Date occurs on or prior to the date that awards are otherwise made in respect of the OPP, the size of the OPP performance pool shall be determined using a Measurement Period that ends on the earlier of (x) any accrued but unpaid Base Salary as the expiration of the date of Executive’s termination of employment hereunder scheduled Measurement Period and (y) any earned but unpaid annual incentive compensation in respect the Termination Date, and with the Company Ending Value determined as of the most recently completed fiscal year preceding earlier of such dates, based on the average closing market price of the Company’s common stock for the ten consecutive trading days immediately prior to the earlier of such dates, and any OPP awards shall be made as promptly as reasonably practicable thereafter, in the form of fully vested shares or cash; and (D) except to the extent otherwise provided in an applicable deferral election of the Executive’s termination of employment hereunder , any shares or other awards that vest pursuant to this Section 7 (the “Earned/Unpaid Annual Bonus”); anda)(iii) shall pay out promptly after vesting. (iiiv) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to benefits described in Section 4(b7(h) in respect of hereof. Neither Party may terminate the fiscal year in which termination of Executive’s employment occurs, based upon the percentage hereunder for Disability without first giving 15 days’ written notice of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Companyother Party.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment hereunder is terminated by the Company due to death or Disability, then: (i) the Company shall automatically cease pay the Executive, within thirty (30) days after the date of termination: (A) any Base Salary and terminate any reimbursable expenses accrued or owing the Executive hereunder as of the date of Executive’s death or termination and any earned and unpaid annual bonus in respect of fiscal years of the Company completed prior to the date of Permanent Disability termination (which date shall be determined by the Qualified Physician or by agreementit being understood that, under Section 6(a) above, and referred to as the “Disability Date”), as the case may be. In the event absent approval of the termination Compensation Committee, no such bonus shall have been deemed to have been earned for any year after 2009); (B) the amount of Base Salary that would otherwise have been payable to the Executive had he remained employed through the end of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disabilitycalendar year in which termination occurs, Executive or his estate shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of extent not previously paid; (xC) any accrued but unpaid Base Salary as of if the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation occurs in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) 2009, a pro-rated portion of the target annual incentive compensation2009 cash bonus referred to in Section 4(c) (if such cash bonus has not already been paid) for services performed by the Executive prior to termination; and (D) any unpaid cash distribution payments on the Restricted Units and the Withheld Units in accordance with and at the time specified in Section 4(a); (ii) upon termination of Executive’s employment, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect and regardless whether such termination occurs before or after the expiration of the fiscal Employment Term, the Company shall provide at the Company’s expense continued health and welfare benefits for the Executive, the Executive’s spouse and the Executive’s dependents through the end of the calendar year in which termination occurs; and thereafter, until the date the Executive (or, in the case of his spouse, his spouse) attains age 65, the Company shall provide the Executive and his spouse with access to participation in the Company’s medical plans at the Executive’s employment occurs, (or his spouse’s) sole expense based upon on a reasonably determined fair market value premium rate; (iii) the percentage Executive shall immediately vest in a pro-rated portion of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would any Restricted Units otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(bvest on the next vesting date; and (iv) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject be entitled to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the CompanyOther Benefits.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during Your employment hereunder shall terminate upon the Period occurrence of Employment, your death. The Company may terminate your employment due to Disability. The restrictions set forth in Section 18 shall continue to apply following the Period termination of Employment and Executive’s employment shall automatically cease and terminate as due to Disability. (a) In the event of the date a termination of Executive’s your employment due to your death or the date of Permanent Disability (which date shall be determined by the Qualified Physician Disability, you or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)your estate, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receive: : (i) a lump sum cash payment, payable within ten (10) business days after continuation of Base Salary for 12 months following termination of Executive’s employmentemployment (or, equal if shorter, the remainder of the Initial Term), less any short term disability insurance proceeds you receive during such period in the event termination of your employment is due to your Disability, and less any life insurance proceeds you receive from any company-paid life insurance policies in the sum event of your death; (xii) any accrued but unpaid Base Salary accelerated vesting of the 2012 Restricted Stock Award such that the portion of such award that would have vested during the twelve (12) month period following the date of termination had you remained employed during such period shall be immediately vested as of the date of Executive’s termination termination; (iii) in the event your employment terminates due to your death or Disability during the 2019 calendar year, accelerated vesting of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect a portion of the most recently completed fiscal New Option Grant such that the pro-rata portion of such award that would have vested (calculated on a straight line basis based on the number of days in the 2019 calendar year preceding Executive’s termination prior to the date of employment hereunder termination) shall be immediately vested (and the “Earned/Unpaid Annual Bonus”); and (ii) a restrictions on such pro-rated portion number of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(brestricted shares shall lapse) in respect as of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination; (iv) reimbursement for expenses incurred, but not paid prior to such termination of employment, payable when subject to the receipt of supporting information by the Company; and (v) such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except compensation and benefits as set forth may be provided in Sections 6(b) applicable plans and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such terminationCompany, subject according to the terms and conditions of any such plans and programs. (b) Except as otherwise provided herein, as the same may be changed, modified, or terminated for or with respect to all senior management personnel exercise and/or termination of the CompanyIncentive Awards under the 2004 Employment Agreement, the Option Incentive Award under the 2009 Employment Agreement, the Restricted Stock Award and the 2012 Restricted Stock Award under the Existing Employment Agreement, and the New Option Grant under this Agreement shall be governed by the Plan and the applicable award agreements (including, for the avoidance of doubt, any terms of the foregoing awards as set forth in the Prior Employment Agreements).

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall terminate automatically cease and upon his death. The Company may terminate as Executive’s employment immediately upon the occurrence of the date a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or in the date of Permanent Disability (which date shall be determined by the Qualified Physician event that Executive’s employment is terminated due to his Disability, Executive or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)his estate or his beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveto: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); andThe Accrued Obligations; (ii) a pro-rated portion Any earned but unpaid Annual Bonus with respect to any completed fiscal year that has ended prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the target annual incentive compensationCompany Group, if anybut in no event later than March 15th following the end of the fiscal year to which such Annual Bonus relates (“Earned Bonus”); (iii) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the Annual Bonus that Executive would otherwise have been entitled to receive pursuant to Section 4(b) earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of Executive’s employment occurs, based upon the percentage of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred (the “Pro-Rata Bonus”); and (iv) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall have elapsed through be earned at a pro-rata amount based on the date actual performance for the performance period as of Executive’s termination of employmentthe Termination Date, payable when and, in other respects, such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under awards shall be governed by the plans, arrangements and programs referenced in Sections 4(b)programs, 4(c) and 5agreements, Executive shall have no further rights to any compensation or other benefits under this Agreementdocuments, as applicable, pursuant to which such awards were granted. In addition, all stock options held by Executive on the event Executive’s employment is terminated on account Termination Date shall remain exercisable until the earliest of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all (x) the expiration of the original term and (z) the three (3) year anniversary of the Termination Date. The benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject for by this Section 5(b)(iv) are referred to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company“Accelerated Equity Vesting.”

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and The Executive’s employment shall automatically cease and will terminate as immediately upon the occurrence of the date of a Disability. Upon Executive’s death or in the date of Permanent Disability (which date shall be determined by the Qualified Physician event that Executive’s employment is terminated due to his Disability, Executive or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)his estate or his beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveto: (i) a lump sum cash paymentAccrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid during the fiscal year following the year to which such Annual Bonus relates, at the same time as annual bonuses are generally payable to other senior executives of the Company; (iii) Continued payment of Executive’s Base Salary through the last day of the month in which such termination occurs; (iv) A prorated Annual Bonus for the fiscal year of termination (determined using the Target Bonus for the fiscal year in which Executive’s employment terminates) based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination, such amount to be paid (A) within ten five (105) business days after of such termination in the event of Executive’s employmentdeath and (B) during the fiscal year following the year to which such Annual Bonus relates, equal at the same time as annual bonuses are generally payable to other senior executives of the Company, in the event of Executive’s termination of employment on account of a Disability; (v) Continued access for Executive (in the case of Executive’s Disability) and his spouse and dependents to the sum of Company’s group health plan until the two (x2) any accrued but unpaid Base Salary as year anniversary of the date of Executive’s termination of employment employment; provided, however, that if Executive becomes eligible to receive health care benefits under another employer-provided plan (including through a spouse’s employer), the health care benefits provided hereunder and (y) any earned but unpaid annual incentive compensation in respect shall be secondary to those provided under such other plan during the applicable period of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”)eligibility under such other plan; and (iivi) a pro-rated portion Immediate award, if not yet awarded, and vesting of the target annual incentive compensationthen-unvested equity-based awards then held by Executive, if any, that Executive would have been entitled to receive whether pursuant to Section 4(b) the Stock Plan or otherwise, including, without limitation, Tranche A RSUs, Tranche B RSUs, Tranche C RSUs, and Executive OSOs; provided that, the Executive OSOs shall remain outstanding until the Settlement Date (as that term is defined in respect of each Award Letter issued pursuant to the fiscal year in which OSO Master Award Agreement). Following Executive’s death or a termination of Executive’s employment occurs, based upon the percentage by reason of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent a Disability, except as set forth in Sections this Section 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or any other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of EmploymentEmployee's employment is terminated prior to September 2, the Period of Employment and Executive’s employment shall automatically cease and terminate as of the date of Executive’s 2023 due to death or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreementdisability, under Section 6(a) above, and referred to as the “Disability Date”), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate Employee shall be entitled to receive: those post termination payments and benefits set forth in Section 10(a)(ii) above and vesting and payment of all equity based incentive awards as provided in Section 10(a)(iv). For the remainder of Employee's employment after September 2, 2023, if Employee's employment is then terminated during the Employment Term due to death or Disability, Company shall pay Employee (or to Employee's estate or personal representative in the case of death), as soon as practicable, but not later than the sixty-fifth (65th) day after the Date of Termination: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”)Accrued Obligations; and plus (ii) a pro-rated prorated Annual Bonus based upon the target Annual Bonus Opportunity in the year in which the Date of Termination occurred (or the prior year if no target Annual Bonus Opportunity has yet been determined) multiplied by the percentage of the calendar year completed before the Date of Termination; plus (iii) in the case of termination due to Disability, the unpaid portion of the target annual incentive compensation, if any, Annual Base Salary that Executive would have been entitled to receive pursuant to Section 4(b) in respect paid through the remainder of the fiscal year Employment Term but for the termination due to Disability; plus (iv) vesting and/or payment of all equity-based incentive awards to the extent provided in which termination of ExecutiveSection 10(a)(iv) as if the Employee’s employment occurs, based upon were terminated by the percentage Company without Cause; provided that the amount of such fiscal year that Annual Base Salary due Employee following a termination for Disability shall have elapsed through be reduced by the date benefit due for the remainder of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided Employment Term under any long-term Company sponsored disability programs of plan covering the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the CompanyEmployee.

Termination Due to Death or Disability. If Executive Employee dies or becomes -------------------------------------- Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s Employee's employment shall automatically cease and terminate as of the date of Executive’s Employee's death or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “"Disability Date”"), as the case may be. In the event of the termination of the Period of Employment and Executive’s Employee's employment hereunder due to Executive’s Employee's death or Permanent Disability, Executive Employee or his estate shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s Employee's employment, equal to the sum of (xA) any accrued but unpaid Base Salary as of the date of Executive’s Employee's termination of employment hereunder and (yB) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s Employee's termination of employment hereunder (the “"Earned/Unpaid Annual Bonus”"); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive Employee would have been entitled to receive pursuant to Section 4(b3(b) in respect of the fiscal year in which termination of Executive’s Employee's employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s Employee's termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s Employee's employment not terminated; and (iii) such employee benefits described in Sections 4(a), 4(b) and 4(c) ("Employee Benefits"), if any, as to which Employee may be entitled under the employee benefit plans and arrangements of the Company. Notwithstanding any other provision of this Agreement, following such termination of Executive’s Employee's employment due to Executive’s Employee's death or Permanent Disability, except as set forth in Sections 6(b) and 6(c)) and the Company's obligations under Section 5, and except for Executive’s Employee's rights (if any) under the plans, arrangements and programs referenced in Sections 4(b3(b), 4(c3(c) and 54, Executive Employee shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s Employee's employment is terminated on account of Executive’s Employee's Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and ExecutiveEmployee’s employment shall terminate automatically cease and upon his death. The Company may terminate as Employee’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Employee’s receipt of written notice of such termination. In the date of Executiveevent Employee’s employment is terminated due to his death or the date of Permanent Disability (which date shall be determined by the Qualified Physician Disability, Employee or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)his estate or his beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveto: (i) a lump sum cash paymentThe Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination (such Annual Bonus determined using the actual Annual Bonus or, if the actual Annual Bonus has not been finalized, the average Annual Bonus paid or payable for the two completed fiscal years immediately preceding the date of such termination), such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the date that is one day prior to two and one-half months following the end of the Company’s fiscal year in which such termination occurs; (iii) An Annual Bonus that is pro rated based on the number of days elapsed from the commencement of the Company’s fiscal year in which such termination occurs through and including the date of such termination (such Annual Bonus determined using the average Annual Bonus paid or payable for the two completed fiscal years immediately preceding the date of such termination), such amount to be paid within ten five (105) business days after termination of Executive’s employmentsuch termination; and (iv) Vest, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination such termination, in the number of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a proequity-rated portion of the target annual incentive compensationbased awards, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, vested during the one (1) year period immediately following such termination (without regard to any subsequent vesting events); provided, that, in the event such termination occurs within two years following a Change in Control, Employee shall be entitled to acceleration of ExecutiveEmployee’s employment due equity-based awards to Executive’s death or Permanent Disability, except the extent provided in Section 4(c) above. Except as set forth in Sections 6(b) and 6(cthis Section 8(b), and except for Executivefollowing Employee’s rights (if any) under the planstermination by reason of his death or Disability, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and ExecutiveEmployee’s employment shall terminate automatically cease and upon his death. The Company may terminate as Employee’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Employee’s receipt of written notice of such termination. In the date of Executiveevent Employee’s employment is terminated due to his death or the date of Permanent Disability (which date shall be determined by the Qualified Physician Disability, Employee or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)his estate or his beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveto: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”)The Accrued Obligations; and (ii) a A payment representing the value of any unpaid target STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid within sixty (60) days from the date of such; and (iii) A payment representing the value of any target STI Award that would have been payable with respect to the year of termination in the absence of the Employee’s death or Disability, pro-rated portion for the period Employee worked prior to his death or Disability, which amount shall be paid at such time STI Awards are paid to other senior executives of the target annual incentive compensationCompany, if any, but in no event later than one day prior to the date that Executive would have been entitled to receive pursuant to Section 4(b) in respect is 2½ months following the last day of the fiscal year in which such termination occurs; and (iv) Immediate vesting of any unvested LTI Award; and (v) LTI Award at the target level for any year(s) for which an LTI Award has not yet been determined, including a pro-rated LTI Award for such partial year at the target level. Such pro-rated LTI Award will be immediately vested upon issuance; and (vi) Continuation and/or payment of Employee’s and/or Employee’s dependents’ medical insurance premiums for a period of eighteen (18) months; and (vii) The rights to the same compensation and benefits as provided in Section 7(d) below, in lieu of clauses (i) through (vi) hereof, if the termination of ExecutiveEmployee’s employment occurs, based upon the percentage is by reason of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminateddeath or Disability while Employee is traveling or engaged on official Company business. Notwithstanding any other provision of this Agreement, following Following such termination of ExecutiveEmployee’s employment due to Executive’s by reason of death or Permanent Disability, except as set forth in Sections 6(b) and 6(cthis Section 7(b), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall terminate automatically cease and upon his death. The Company may terminate as Executive’s employment immediately upon the occurrence of the date a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or in the date of Permanent Disability (which date shall be determined by the Qualified Physician event that Executive’s employment is terminated due to his Disability, Executive or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)his estate or his beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveto: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); andThe Accrued Obligations; (ii) a pro-rated portion Any earned but unpaid Annual Bonus with respect to any completed fiscal year that has ended prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the target annual incentive compensationCompany Group, if anybut in no event later than March 15th following the end of the fiscal year to which such Annual Bonus relates (“Earned Bonus”); (iii) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the Annual Bonus that Executive would otherwise have been entitled to receive pursuant to Section 4(b) earned in respect of the fiscal year in which such termination occurred, pro- rated to reflect the number of Executive’s employment occurs, based upon the percentage of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred (the “Pro-Rata Bonus”); and (iv) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall have elapsed through be earned at a pro-rata amount based on the date actual performance for the performance period as of Executive’s termination of employmentthe Termination Date, payable when and, in other respects, such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under awards shall be governed by the plans, arrangements and programs referenced in Sections 4(b)programs, 4(c) and 5agreements, Executive shall have no further rights to any compensation or other benefits under this Agreementdocuments, as applicable, pursuant to which such awards were granted. In addition, all stock options held by Executive on the event Executive’s employment is terminated on account Termination Date shall remain exercisable until the earliest of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all (x) the expiration of the original term and (z) the three (3) year anniversary of the Termination Date. The benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject for by this Section 5(b)(iv) are referred to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company“Accelerated Equity Vesting”.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall terminate automatically cease and upon Executive’s death. The Company may terminate as Executive’s employment immediately upon the occurrence of the date a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or in the date of Permanent Disability (which date shall be determined by the Qualified Physician event that Executive’s employment is terminated due to Executive’s Disability, Executive or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)Executive’s estate or Executive’s beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveto: (i) The Accrued Obligations; (ii) a lump single sum cash paymentamount, payable within ten on the sixtieth (1060th) business days after termination day following his Termination Date, in an amount equal to Executive’s Salary which would have been paid from the Termination Date through the expiration of the then-current Term had Executive not been terminated (the “Lump Sum Payment”); (iii) To the extent permitted by applicable law without any penalty to Executive or any member of the Company Group and subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month of the COBRA Continuation Period, the Company will pay Executive an amount equal to the “applicable percentage” of the monthly COBRA premium cost; provided, that the payments pursuant to this clause (iii) shall cease earlier than the expiration of the COBRA Continuation Period in the event that Executive becomes eligible to receive any health benefits, including through a spouse’s employer, during the COBRA Continuation Period. For purposes hereof, the “applicable percentage” shall be the percentage of Executive’s employment, equal to health care premium costs covered by the sum of (x) any accrued but unpaid Base Salary Company as of the date Termination Date. Amounts paid by the Company on behalf of Executive pursuant to this clause (iii) shall be imputed to Executive as additional taxable income to the minimum extent as may be required to avoid adverse consequences to Executive or the Company under either Section 105(h) of the Code or the Patient Protection and Affordable Care Act of 2010; provided that, if such imputation does not prevent the imposition of an excise tax under, or the violation of, the Patient Protection and Affordable Care Act (as amended by the Health Care and Education Reconciliation Act of 2010 and as amended from time to time), including, without limitation, Section 4980D of the Code, the Company shall no longer provide for payment of such medical and dental benefits to Executive (without otherwise limiting Executive’s termination of employment hereunder and (yrights to continuation coverage under applicable law at his personal expense) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual BonusCOBRA Continuation Coverage”); and (iiiv) a profull vesting, exercisability and non-rated forfeitability, as applicable, as of the Termination Date, of any unvested portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of Initial Stock Option Grant and Initial Restricted Stock Unit Grant (the fiscal year in which “Equity Acceleration”). Following Executive’s death or a termination of Executive’s employment occurs, based upon the percentage by reason of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent a Disability, except as set forth in Sections 6(b) and 6(cthis Section 8(b), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or any other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies The Corporation may terminate the Executive's employment hereunder due to Disability, and the Executive's employment hereunder shall terminate in the event of his death. In the event of the Executive's death or becomes Permanently Disabled during a termination of the Period of EmploymentExecutive's employment by the Corporation due to Disability, the Period Executive, or his beneficiary (as defined in Section 12.7 of Employment and Executive’s employment shall automatically cease and terminate as of the date of Executive’s death or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “Disability Date”this Agreement), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receive: (ia) Base Salary continuation at the rate in effect on the Date of Termination in the case of death or Notice of Termination in the case of Disability (as provided for by Section 5.1 of this Agreement) through the Date of Termination and for a lump sum cash paymentperiod of twelve (12) months from and after the Date of Termination, payable within ten in accordance with the Corporation’s standard payroll practices; (10b) business days after termination of Executive’s employment, equal if and to the sum extent the applicable performance goals are achieved as determined in accordance with Section 5.2 of (x) any accrued but unpaid Base Salary as of this Agreement, the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation Annual Incentive Bonus in respect of the most recently completed full fiscal year preceding in which the Date of Termination occurs shall be payable at the same time such Annual Incentive Bonus would have been paid had the Executive’s termination 's employment not terminated; (c) any Performance Unit grants that are due to be received by the Executive on or before the Date of employment hereunder Termination shall be granted and all Performance Unit grants outstanding on the Date of Termination shall remain outstanding and be subject to vesting and earning in accordance with this Agreement, the applicable Performance-Based Stock Unit Agreement and the Stock Option Plan, provided, however, there will be no further annual grants of Performance Units after the Date of Termination; (d) any Options that are due to be granted under any agreement executed after the “Earned/Unpaid Annual Bonus”effective date of this Agreement shall be granted and all Options outstanding on the Date of Termination shall fully vest as of the Date of Termination, provided, however, that any Options that are not granted and vested as of the Date of Termination (even if they would otherwise be receivable under this Section 6.1(d)) shall be forfeited; (e) any deferred compensation not previously paid to the Executive (including, without limitation, interest or other credits on such deferred amounts), which shall be paid at the time provided in the applicable deferred compensation plan, and any accrued vacation pay and insurance proceeds; (f) reimbursement for expenses incurred but not paid prior to the Date of Termination; (g) aggregate annual premiums for insurance coverage in respect of the life and Disability insurance referred to in Section 5.6(a) through the Date of Termination in the event of death, and through the Date of Termination and for a period of twelve (12) months from and after the Date of Termination in the event of a Disability, to be paid in a lump sum no later than seventy-five (75) days following the Date of Termination; and (iih) a pro-rated portion any other compensation or benefits (without duplication of deferred compensation, vacation pay and insurance as provided above in this Section) which may be owed or provided to the Executive in accordance with the terms and provisions of any applicable agreements, plans and programs of or made by the Corporation and/or the Subsidiary. In addition, the Executive's family shall be entitled to receive benefits at least equal to the most favorable benefits provided by the Corporation to surviving families of employees of the target annual incentive compensationCorporation under such plans, programs, practices and policies relating to family death benefits, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect accordance with the most favorable plans, programs, practices and policies of the fiscal year Corporation in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through effect on the date of the Executive’s termination 's death with respect to other key employees of employmentthe Corporation and their families. Anything in this Agreement to the contrary notwithstanding, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision the Executive shall be entitled after the Date of this Agreement, following such termination of Executive’s employment Termination due to Executive’s death or Permanent DisabilityDisability to receive disability and other benefits at least equal to the most favorable of those provided by the Corporation to disabled employees and/or their families in accordance with such plans, except as set forth in Sections 6(b) programs, practices and 6(c)policies relating to disability, and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at any time during the time 90-day period immediately preceding the Date of such termination, subject Termination due to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or Disability with respect to all senior management personnel other key employees of the CompanyCorporation and their families.

Termination Due to Death or Disability. If Executive dies In the event Executive's employment is terminated due to Executive's death or becomes Permanently Disabled during the Period of EmploymentDisability, the Period term of Employment and Executive’s employment shall automatically cease and terminate end as of the date of the Executive’s 's death or the date termination of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) aboveemployment due to Disability, and referred to as the “Disability Date”)Executive, his estate and/or beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receivethe following: (i) a lump sum cash payment, payable within ten Base Salary earned by Executive but not paid through the date of termination under this Section 11(a); (10ii) business days after termination of Executive’s employment, equal all long-term incentive compensation awards earned by Executive but not paid prior to the sum date of termination under this Section 11(a); (xiii) any accrued but unpaid Base Salary a pro rata Target Bonus award for the year in which termination under this Section 11(a) occurs as determined in its sole discretion by the Board of Directors; (iv) all stock options held by the Executive as of the date of Executive’s termination under this Section 11(a) that are not exercisable as of employment hereunder that date shall be deemed to have been held by the Executive for an additional 12 months, for purposes of vesting and exercise rights, and any stock options which are deemed exercisable as a result thereof shall remain exercisable as provided in Section 11(a)(v) below; (yv) all exercisable stock options held by the Executive as of the date of termination under this Section 11(a) shall remain exercisable until the earlier of (1) the end of the 1-year period following the date of termination, or (2) the date the option would otherwise expire; (vi) any earned amounts earned, accrued or owing to the Executive but unpaid annual incentive compensation not yet paid under Sections 6, 7, 8, or 9 above, and in respect the event of termination due to Disability, benefits due to Executive under the Company's then-current disability program; (vii) six months of Severance Pay, commencing on the first day of the most recently completed fiscal year preceding Executive’s month following the month in which termination of employment hereunder (the “Earned/Unpaid Annual Bonus”)under this Section 11(A) occurred; and (iiviii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or Company's repurchase right with respect to all senior management personnel shares of restricted stock held by the Executive shall lapse with respect to the Pro-Rata Share of Restricted Stock. The "period" referenced in the first sentence of the Companydefinition of "Pro-Rata Share of Restricted Stock," and the "period in question" referenced in the second sentence of that definition shall be 12 months.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period The Term of Employment and shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event the Executive’s employment shall automatically cease and terminate as of with the date of Executive’s Company is terminated due to his death or disability, the date of Permanent Disability (which date shall be determined by the Qualified Physician Executive, his estate or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)his beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveand their sole remedies under this Agreement shall be: (i) Base Salary through the date of death or the commencement date of his eligibility for the Company’s long-term disability benefits (the “Commencement Date”) as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata guaranteed Annual Incentive Award for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum cash payment, payable within ten (10) business 30 days after termination of Executive’s employment, equal to his death or on the sum of (x) any accrued but unpaid Base Salary as first day following the six-month anniversary of the date of Executive’s termination of employment hereunder by reason of disability; (iii) elimination of all restrictions on any Restricted Share Unit Grants outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (yv) any earned but unpaid annual incentive compensation immediate vesting of all outstanding Performance Compensation Awards for which target performance has been achieved through the date of death or the Commencement Date, as the case may be, payable in respect a lump sum in cash or stock 30 days after his death or on the first day following the six-month anniversary of the most recently completed fiscal year preceding Executive’s termination of employment hereunder by reason of disability, as the case may be; (vi) the “Earned/Unpaid balance of any Annual Bonus”Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vii) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (iiviii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employmentother or additional benefits then due or earned, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements accordance with applicable plans and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If If, during the Agreement Term, the Executive dies or becomes Permanently Disabled during the Period of Employment, Company terminates the Period of Employment and Executive’s employment shall automatically cease and terminate as of the date of Executive’s death or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “Disability Date”), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent his Disability, the Executive (or his estate estate, beneficiary or legal representative) shall be entitled to receive: , in addition to the payments and benefits described in Section 4(a)(i) and Section 4(a)(ii) above, (iA) continued Base Salary during the 12 month period following such termination, less any disability payments received by Executive from Company sponsored or paid disability insurance policies during such 12 month period (provided that any such amounts that would have otherwise been paid during the 60 day period following such termination shall be withheld and paid in a lump sum cash paymenton the first payroll date coincident with or next following the 60th day after such termination, payable within ten with the remaining payments to be made as if no such delay had occurred), (10B) business days after termination a pro-rata Bonus payment for the fiscal year of the Executive’s employmentdeath or Disability, equal to the sum of (x) any accrued but unpaid Base Salary as of Bonus that the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of if he had remained employed by the fiscal year in which termination of Executive’s employment occurs, based upon Company at the percentage end of such fiscal year that multiplied by a fraction, the numerator of which is the number of days transpired in the fiscal year up to and including the Date of Termination, and the denominator of which is 365, which pro-rata Bonus shall have elapsed through be payable at the time provided in Section 2(b) (the “Pro-Rata Bonus”) and (C) payment by the Company of the Executive’s (and his eligible dependents’) health care continuation (COBRA) premiums for 18 months; provided, that, if the Executive and/or his eligible dependents become eligible for comparable coverage and benefits under an employer-provided health plan prior to the expiration of such period, the Company’s payment obligation with respect to health care continuation premiums covering such person(s) shall terminate; provided further, that, the Company’s payment obligation shall be limited to the monthly cost of providing the Executive and his eligible dependents with coverage under its health plans immediately prior to the date of the Executive’s termination of employment. In addition, payable when such annual incentive would otherwise have been payable had if, during the Agreement Term, the Executive dies or the Company terminates the Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment hereunder due to Executive’s death or Permanent his Disability, except as set forth in Sections 6(b(i) and 6(c)the Restricted Stock award granted to him on December 1, and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he 2009 shall, so long as his Permanent Disability continuesto the extent then outstanding and unvested, remain eligible for become 100% vested on the Date of Termination and (ii) all benefits provided under any long-term disability programs of outstanding and unvested restricted stock awards granted to the Company in effect at the time of such termination, subject Executive pursuant to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company’s annual incentive plan in respect of an earned bonus shall immediately become fully vested upon such a termination. Payment of the amounts described in clause (A) hereof is contingent on Executive’s or his estate’s, as applicable, execution and non-revocation of a general release of all claims in form and substance satisfactory to the Company, such that such release is effective, with all revocation periods having expired unexercised, within 60 days after the Date of Termination.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and ExecutiveEmployee’s employment shall terminate automatically cease and upon his death. The Company may terminate as Employee’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Employee’s receipt of written notice of such termination. In the date of Executiveevent Employee’s employment is terminated due to his death or the date of Permanent Disability (which date shall be determined by the Qualified Physician Disability, Employee or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)his estate or his beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveto: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”)The Accrued Obligations; and (ii) a A payment representing the value of any unpaid target STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid within sixty (60) days from the date of such; and (iii) A payment representing the value of any target STI Award that would have been payable with respect to the year of termination in the absence of the Employee’s death or Disability, pro-rated portion for the period Employee worked prior to his death or Disability, which amount shall be paid at such time STI Awards are paid to other senior executives of the target annual incentive compensationCompany, if any, but in no event later than one day prior to the date that Executive would have been entitled to receive pursuant to Section 4(b) in respect is 2½ months following the last day of the fiscal year in which such termination occurs; and (iv) Immediate vesting of any unvested LTI Award; and (v) LTI Award at the target level for any year(s) for which an LTI Award has not yet been determined, including a pro-rated LTI Award for such partial year at the target level. Such pro-rated LTI Award will be immediately vested upon issuance; and (vi) Continuation and/or payment of Employee’s and/or Employee’s dependents’ medical insurance premiums for a period of eighteen (18) months; and (vii) The rights to the same compensation and benefits as provided in Section 8(d) below, in lieu of clauses (i) through (vi) hereof, if the termination of ExecutiveEmployee’s employment occurs, based upon the percentage is by reason of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminateddeath or Disability while Employee is traveling or engaged on official Company business. Notwithstanding any other provision of this Agreement, following Following such termination of ExecutiveEmployee’s employment due to Executive’s by reason of death or Permanent Disability, except as set forth in Sections 6(b) and 6(cthis Section 8(b), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during Your employment hereunder shall terminate upon the Period occurrence of Employment, your death. The Company may terminate your employment due to Disability. The restrictions set forth in Section 18 shall continue to apply following the Period termination of Employment and Executive’s employment shall automatically cease and terminate as due to Disability. (a) In the event of the date a termination of Executive’s your employment due to your death or the date of Permanent Disability (which date shall be determined by the Qualified Physician Disability, you or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)your estate, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receive: : (i) a lump sum cash payment, payable within ten (10) business days after continuation of Base Salary for 12 months following termination of Executive’s employmentemployment (or, equal if shorter, the remainder of the Initial Term), less any short term disability insurance proceeds you receive during such period in the event termination of your employment is due to your Disability; (ii) accelerated vesting of the sum Incentive Awards under the 2004 Employment Agreement such that the portion of each such award that would have vested during the twelve (x12) any accrued but unpaid Base Salary month period following the date of termination had you remained employed during such period shall be immediately vested as of the date of Executive’s termination termination; (iii) in the event your employment terminates due to your death or Disability during the 2012 calendar year, accelerated vesting of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of the target annual incentive compensation, if any, Restricted Stock Award such that Executive the pro-rata portion of such award that would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed vested through the date of Executive’s the termination (calculated on a straight line basis based on the number of days in the 2012 calendar year prior to the date of termination) shall be immediately vested (and the restrictions on such pro-rated number of restricted shares shall lapse) as of the date of termination; (iv) reimbursement for expenses incurred, but not paid prior to such termination of employment, payable when subject to the receipt of supporting information by the Company; and (v) such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except compensation and benefits as set forth may be provided in Sections 6(b) applicable plans and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such terminationCompany, subject according to the terms and conditions of any such plans and programs. (b) Except as otherwise provided herein, as the same may be changed, modified, or terminated for or with respect to all senior management personnel exercise and/or termination of the CompanyIncentive Awards under the 2004 Employment Agreement, the Option Incentive Award under the 2009 Employment Agreement and the Restricted Stock Award under this Agreement shall be governed by the Plan and the applicable award agreements.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and ExecutiveEmployee’s employment shall terminate automatically cease and upon his death. The Company may terminate as Employee’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Employee’s receipt of written notice of such termination. In the date of Executiveevent Employee’s employment is terminated due to his death or the date of Permanent Disability (which date shall be determined by the Qualified Physician Disability, Employee or by agreement, under Section 6(a) above, and referred to as the “Disability Date”)his estate or his beneficiaries, as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receiveto: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”)The Accrued Obligations; and (ii) a Any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid within sixty (60) days from the date of such; and (iii) Any STI Award that would have been payable with respect to the year of termination in the absence of the Employee’s death or Disability, pro-rated portion for the period the Employee worked prior to his death or Disability, which amount shall be paid at such time STI Awards are paid to other senior executives of the target annual incentive compensationCompany, if any, but in no event later than one day prior to the date that Executive would have been entitled to receive pursuant to Section 4(b) in respect is 2½ months following the last day of the fiscal year in which such termination occurs; and (iv) The cash portion of Executive’s employment occursany outstanding, based upon the percentage of such fiscal year unvested LTI Award that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had ExecutiveEmployee’s employment with the Company continued through the applicable vesting date, which shall be paid concurrently with the payment described in clause (iii) above; and (v) Immediate vesting of any unvested Common Shares, including but not terminatedlimited to any Common Shares that comprise any past LTI Award and any Restricted Shares; and (vi) Continuation and/or payment of Employee’s and/or Employee’s dependents’ medical insurance premiums for a period of eighteen (18) months; and (vii) The rights to the same compensation and benefits as provided in Section 8(d) below, in lieu of clauses (i) through (vi), if the termination of Employee’s employment is by reason of death or Disability while the Employee is traveling on official Company business. Notwithstanding any other provision of this Agreement, following Following such termination of ExecutiveEmployee’s employment due to Executive’s by reason of death or Permanent Disability, except as set forth in Sections 6(b) and 6(cthis Section 8(b), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel of the Company.

Termination Due to Death or Disability. If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall automatically cease and terminate as of the date of Executive’s death or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the “Disability Date”), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder hereunder, (y) one times his then current base salary and (yz) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement.  In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to all senior management personnel executive officers of the Company..