Common use of Termination Due to Disability Clause in Contracts

Termination Due to Disability. If Executive suffers a Disability, the Company may terminate this Agreement and Executive’s employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s notice. For purposes of this Agreement, the term “Disability” means either (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job for more than ninety (90) days during any period of twelve (12) consecutive months, or (c) upon the written determination by a physician selected by the Company that, because of an injury, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, the essential functions of Executive’s job, and, as of the date of determination, such condition is reasonably expected to last for a period of ninety (90) days or longer after the date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreement.

Termination Due to Disability. If Executive In the event Employee suffers a Disability, as defined herein, during the Company may Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and ExecutiveEmployee’s employment by providing employment. Employer shall deliver written notice to Executive Employee of the CompanyEmployer’s termination because of Disability intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the effective giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee shall be entitled to receive any applicable disability insurance benefits as allowed under Paragraph 5 (D) of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expire; provided, however, that within forty-five (45) business days after the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned through the termination date, and this Agreement and Executive’s employment will terminate at the end of the day on but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date specified in the Company’s noticeestablished pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this AgreementAgreement only, the term “Disability” means either (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or planshall mean, if any is applicable, covering Executive, (b) the inability of ExecutiveEmployee, because of injury, illness, disease disease, or bodily or mental infirmity, to perform, engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, the essential functions of his job for more than ninety (90) days during any period of twelve (12) consecutive monthsand in reliance on, medical advice from a licensed physician or (c) upon the written determination by a physician selected by the Company that, because of an injury, illness, disease or bodily or mental infirmity, Executive is unable physicians qualified to perform, with or without reasonable accommodation, the essential functions of Executive’s job, and, as of the date of determination, such condition is reasonably expected to last for a period of ninety (90) days or longer after the date of determination, based on the give professional medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreementadvice.

Termination Due to Disability. If (a) In the event that Executive suffers is prevented from performing his/her usual duties for a period of six (6) consecutive months, or for shorter periods aggregating more than six (6) months in any twelve-month period, by reason of physical or mental disability, whether total or partial in nature or effect (referred to herein as “Disability”), Company shall continue to pay Executive his/her full salary up to and including the last day of the sixth consecutive month of Disability, or the day on which the shorter periods of Disability shall equal a total of six (6) months (in either case, such day being the “Disability Date”). Company may shall be entitled, on or at any time after the Disability Date, to terminate this Agreement and Executive’s employment by providing with Company due to Disability upon giving written notice to Executive Executive. (b) The effective date of the Companyany termination of Executive’s termination because employment due to or as a result of Disability specifying in such notice shall be the effective termination dateDisability Date, from and after which Company shall have no further obligation or liability to Executive under this Agreement except for any compensation that has accrued under this Agreement and has not been paid, together with the following compensation and benefits: (1) Executive’s employment will terminate base salary, at the rate in effect immediately prior to the Disability Date, through the end of the day month in which he/she is terminated due to or as a result of Disability; (2) An annual bonus, pursuant to the terms of any Company incentive compensation, performance or bonus plan, for the year in which Executive’s termination due to Disability occurs, payable on a pro rata basis through the date of termination date specified and at the time that bonuses, if any, are paid to other executives of Company; (3) Commencing with the first month following the month in the Company’s notice. For purposes of this Agreement, the term “Disability” means either (a) when which Executive is deemed disabled and terminated, payments to which Executive is entitled to benefits in accordance with under any Company-provided plan or program of Company providing long-term disability insurance policy or plan, if retirement benefits; (4) Continued participation in any Company sponsored employee benefit plan that is applicable, covering Executive, (b) made available to all employees of Company and in which Executive was participating as of the inability of Executive, because of injury, illness, disease or bodily or mental infirmityDisability Date, to performthe extent that Executive remains eligible to participate under the terms thereof, with or without reasonable accommodation, until the essential functions earliest to occur of his job for more than ninety (90) days during any period of twelve (12) consecutive months, or (c) upon the written determination by a physician selected by the Company that, because of an injury, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, the essential functions cessation of Executive’s job, and, as of the date of determination, such condition is reasonably expected to last for a period of ninety (90) days or longer after the date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion his/her death or his/her attainment of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreementage 70.

Termination Due to Disability. If Upon a determination that the Executive suffers a Disabilityis Disabled, the Company may terminate give notice to the Executive that it intends to replace him. If the Executive does not return to the performance of his duties on essentially a full-time basis within thirty (30) days after receiving such notice, the Company may replace the Executive without breaching this Agreement; provided, however, that this Agreement and the Executive’s 's employment by providing written notice thereunder shall not terminate until the anniversary date of this Agreement next following the date that the Executive is determined to be Disabled. For the period from the date the Executive is determined to be Disabled through the earlier of such anniversary date or the date of the Company’s termination because of Executive's death (the “Disability specifying Period”), the Company shall continue to provide the Executive all compensation and benefits provided for in such notice the effective termination dateSection 2; provided, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in however, that (x) the Company’s notice. For purposes of this Agreement, 's obligation to pay the term “Disability” means either (a) when Executive's Base Salary shall be reduced by the amounts paid to the Executive is deemed disabled and entitled to benefits in accordance with under any Company-provided long-term disability insurance policy plan sponsored or plan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job for more than ninety (90) days during any period of twelve (12) consecutive months, or (c) upon the written determination by a physician selected otherwise maintained by the Company that, because of an injury, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, (if any) and that in no event shall the essential functions of Executive’s job, and, as total annual obligation of the date of determination, such condition is reasonably expected to last for a period of ninety (90) days or longer after the date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his to make Base Salary which will have been earned through payments to the termination date; Executive during the Disability Period be greater than an amount equal to two-thirds (2/3) of the Executive's Base Salary, computed on a pro rata basis beginning with the date that the Executive is replaced in accordance with this Section 3.2(c)(i) and continuing until the expiration of the Disability Period and (y) the Company will pay Executive's Annual Bonus due for fiscal year (or provide Executive with such other payments years) in which all or benefits, if any, which have accrued a portion of the Disability Period occurs shall not be reduced on account of the Executive's absence from active service due to his Disability from what otherwise may be earned and vested before the termination date. Other than the foregoing, the Company will have no further obligations payable to Executive under this Agreementhim.

Termination Due to Disability. If Executive In the event Employee suffers a Disability, as defined herein, during the Company may Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and ExecutiveEmployee’s employment by providing employment. Employer shall deliver written notice to Executive Employee of the CompanyEmployer’s termination because of Disability intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the effective giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee shall be entitled to receive any applicable disability insurance benefits as allowed under Paragraph 5 (C) of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expire; provided, however, that within forty-five (45) business days after the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned through the termination date, and this Agreement and Executive’s employment will terminate at the end of the day on but not yet paid. Except as otherwise set forth herein, following the termination date specified in the Company’s noticeestablished pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this AgreementAgreement only, the term “Disability” means either (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or planshall mean, if any is applicable, covering Executive, (b) the inability of ExecutiveEmployee, because of injury, illness, disease disease, or bodily or mental infirmity, to perform, engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, the essential functions of his job for more than ninety (90) days during any period of twelve (12) consecutive monthsand in reliance on, medical advice from a licensed physician or (c) upon the written determination by a physician selected by the Company that, because of an injury, illness, disease or bodily or mental infirmity, Executive is unable physicians qualified to perform, with or without reasonable accommodation, the essential functions of Executive’s job, and, as of the date of determination, such condition is reasonably expected to last for a period of ninety (90) days or longer after the date of determination, based on the give professional medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreementadvice.

Termination Due to Disability. If Executive suffers a Disability, The Company shall have the Company may right to terminate this Agreement and the Executive’s employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s noticefor disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the term “Disability” means either Executive to be unable to substantially perform the Executive’s normal duties; provided however that the Executive shall not be considered disabled until: (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (bi) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job Executive has been so disabled for more than ninety (90) 180 days during any period of twelve (12) consecutive months; (ii) the Executive’s attending physician shall have furnished to the Company certification that the return of the Executive to his normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, or if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive’s immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive’s estate]: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); and (c) upon all other rights and benefits that the written determination Executive is vested in, pursuant to other plans and programs of the Company. It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a failure by him to perform his duties hereunder and shall not be deemed a physician selected by breach or default, and the Company that, Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of an injuryDisability, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, all of the essential functions of Executive’s joboutstanding stock grants, andexcluding restricted stock grants issued under a performance based plan, will become immediately vested, effective as of the date of determinationthe Executive’s Disability. Then, such condition is reasonably expected to last for a period of ninety (90) days the Executive, the Executive’s personal representatives, distributees, or longer after legatees may exercise the Executive’s grants at any time before the expiration date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreementgrant.

Termination Due to Disability. If Executive suffers a Disability, The Company shall have the Company may right to terminate this Agreement and the Executive’s 's employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s noticefor disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the term “Disability” means either Executive to be unable to substantially perform the Executive's normal duties; provided however that the Executive shall not be considered disabled until: (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (bi) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job Executive has been so disabled for more than ninety (90) 180 days during any period of twelve (12) consecutive months; (ii) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his/her normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, or if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive's immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive's estate]: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 4.2 had there been no termination of the Employment Period); (c) upon a pro rata share of target Annual Bonus for the written determination calendar year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a physician selected fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)); and (d) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company. It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his/her Disability will exist for more than such a period of time, shall not constitute a failure by him/her to perform his/her duties hereunder and shall not be deemed a breach or default, and the Company that, Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of an injurydisability, illnessall of the Executive's outstanding stock grants, disease or bodily or mental infirmityincluding performance based grants, Executive is unable to performwill become immediately vested, with or without reasonable accommodation, the essential functions of Executive’s job, and, effective as of the date of determinationthe Executive's disability. Then, such condition is reasonably expected to last for a period of ninety (90) days the Executive, the Executive's personal representatives, distributees, or longer after legatees may exercise the Executive's grants at any time before the expiration date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreementgrant.

Termination Due to Disability. If Executive suffers this Agreement is terminated by either party as a result of the Employee’s Disability (as defined below), in addition to the benefits otherwise due the Employee and as otherwise required by law, the Company will pay Employee his Base Salary (and any previously earned bonus) until the effective date of the termination of employment due to the Disability (“Disability Effective Date”). The Employee shall be eligible to receive disability insurance coverage at those levels which the Company provides to its executive officers from time-to-time. In the event Employee’s employment is terminated at any time due to Disability, Employee will continue to receive his Base Salary during any waiting period required under the Company’s disability insurance policy then in effect and such payments will terminate upon the expiration of any such waiting period. In the event Employee’s employment is terminated due to Disability during the period Employee is prohibited from selling his stock in the Company pursuant to that certain Shareholders Agreement of even date herewith, the Company will pay Employee his Base Salary during the prohibition period, less any benefits received by Employee under Company’s disability insurance coverage. Any amounts paid to the Employee pursuant to disability insurance policies provided by the Company shall be offset against the amount of Base Salary due or paid to Employee under this Section 4 d for the same periods as covered by the payments under the disability insurance policies. Except as provided herein, upon termination as a result of Employee’s Disability, the Company may terminate shall have no further obligations to Employee under this Agreement and Executive’s employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination dateAgreement, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s noticeexcept as otherwise required under law. For purposes of this Agreement, the term Employee will be deemed to have a “Disability” means either (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or planif, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily for physical or mental infirmityreasons, the Employee is unable to perform, with or perform the Employee’s essential duties under this Agreement without reasonable accommodation, the essential functions of his job accommodation for more than ninety (90) consecutive days, or one hundred eighty (180) days during any period of twelve (12) consecutive months12)-month period, or (c) as determined in accordance with this Section 4 d. The disability of the Employee will be determined by a medical doctor selected by written agreement of the Company and the Employee upon the written request of either party by notice to the other. If the Company and the Employee cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will select a third medical doctor who will determine whether the Employee has a disability. The determination by of the medical doctor selected under this Section 4 d will be binding on both parties. The Employee must submit to a physician selected reasonable number of examinations by the medical doctor making the determination of disability under this Section 4 d, and the Employee hereby authorizes the disclosure and release to the Company that, because of an injury, illness, disease or bodily or mental infirmity, Executive such determination and all supporting medical records. If the Employee is unable to perform, with or without reasonable accommodationnot legally competent, the essential functions Employee’s legal guardian or duly authorized attorney-in-fact will act in the Employee’s stead, for the purposes of Executive’s job, and, as of the date of determination, such condition is reasonably expected to last for a period of ninety (90) days or longer after the date of determination, based on selecting the medical information reasonably available doctor, submitting the Employee to such physician at the time examinations, and providing the authorization of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information disclosure as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits required under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreement.Section 4 d.

Termination Due to Disability. If Executive suffers a DisabilityIn the event of Employee's disability, the Company may terminate this Agreement and Executive’s employment by providing written notice the Bank shall continue to Executive make payments to Employee hereunder for a period of the Company’s termination because of Disability specifying in six (6) months subsequent to such notice the effective termination datedisability. If, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s notice. For purposes of this Agreementsuch six (6) month period, Employee remains disabled, the term “Disability” means either Company and the Bank may terminate Employee's employment hereunder upon thirty (a30) when Executive days' written notice to Employee setting forth the prospective effective date of such termination. Such termination due to disability shall require the affirmative votes of at least two-thirds of each of the entire Boards (excluding Employee if Employee is deemed disabled a director). During any period of disability and entitled prior to benefits the effective date of any termination due to disability, Employee shall continue to receive the compensation payable to him hereunder. On the effective date of such termination due to disability, the Company and the Bank shall pay Employee a severance payment equal to the greater of (i) one-third of Employee's then current annual base salary, or (ii) a severance payment computed in accordance with the Company's and the Bank's then existing severance payment policy. Employee shall not be entitled to any Company-provided long-term disability insurance policy additional compensation from the Company or plan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job Bank for more than ninety (90) days during any period subsequent to the effective date of twelve such termination except for payments to Employee under the Company's or the Bank's disability benefit plans (12) consecutive monthsthe "Disability Plans"). Notwithstanding the foregoing, or (c) upon in the written determination by a physician selected by event the Company that, because of an injury, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, the essential functions of Executive’s job, and, Disability Plans in force as of the date of determination, such condition is reasonably expected to last for a period of ninety (90) days or longer after the date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, (the Company’s obligation "Current Disability Plans") are amended and such amendment or amendments reduce or terminate benefits payable to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoingEmployee thereunder, the Company will and the Bank shall pay Employee an amount equal to the difference between (A) the amount of benefits Employee would have no further obligations been entitled to Executive receive under this Agreementthe Current Disability Plans after the effective date of such termination, and (B) the amount of benefits Employee is actually paid under the Disability Plans after the effective date of such termination. For purposes hereof, "disability" and "disabled" shall mean the inability of Employee to perform his duties hereunder due to illness or injury as determined by a physician acceptable to the Company, the Bank and Employee.

Termination Due to Disability. If Executive suffers a Disability, the Company may terminate this Agreement and Executive’s employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s notice. For purposes of this Agreement, the term “Disability” means either (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his Executive’s job for more than ninety (90) days during any period of twelve three hundred sixty-five (12365) consecutive monthsdays, or (c) upon the written determination by a physician selected by the Company that, because of an injury, illness, 3 disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, the essential functions of Executive’s job, and, as of the date of determination, such condition is reasonably expected to last for a period of more than ninety (90) days or longer after the date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) except the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination dateAccrued Benefits. Other than the foregoing, the Company will have no further obligations to Executive under this Agreement.

Termination Due to Disability. If Executive suffers a Disability, the Company The REIT Operator may terminate this Agreement and Executive’s employment by providing written notice to if Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s notice. For purposes of this Agreement, the term “Disability” means either (ai) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job for more than ninety (90) days during any period of twelve (12) consecutive months, or (c) upon the written determination by a physician selected by the Company that, because of an injury, illness, disease or bodily or mental infirmity, Executive is unable to perform, with engage in any substantial gainful activity by reason of any medically determinable physical or without reasonable accommodation, the essential functions of Executive’s job, and, as of the date of determination, such condition is reasonably mental impairment which can be expected to result in death or can be expected to last for a continuous period of ninety not less than twelve (9012) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, actually receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company (“Disability”). Any question as to the existence of the Executive's Disability as to which the Executive and the REIT Operator cannot agree shall be determined in writing by a qualified independent medical practitioner mutually acceptable to Executive and the REIT Operator. If Executive’s employment is terminated under this Section 4(a) for Disability, (A) the Company shall pay to Executive the Accrued Benefits pursuant to Section 4(i) below and any earned but unpaid Annual Bonus relating to the calendar year prior to the year of termination, and (B) subject to Executive’s execution of a general release of claims in favor of the Company in substantially the form attached hereto as Exhibit A after termination of Executive’s employment, and the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”) and further subject to Executive’s compliance with the obligations in Sections 7, 8 and 9, if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or longer after other applicable law (“COBRA”), and Executive timely elects such coverage, the Company shall directly pay, or reimburse Executive for, the COBRA premiums, less the amount Executive would have had to pay to receive such group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of determinationtermination, based during the period commencing on the medical information reasonably available to such physician at date of termination and ending upon the time earliest of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through date eighteen (18) months after the termination date; and date Executive’s employment terminates, (y) the Company will pay or provide date Executive with such other payments or benefitsand, if anyapplicable, which have accrued Executive’s covered dependents become no longer eligible for COBRA and vested before (z) the termination date. Other than date Executive becomes eligible to receive healthcare coverage from a subsequent employer (as applicable, the foregoing“COBRA Continuation Period”); provided, however, that if Executive is not eligible to elect COBRA continuation coverage or the Company determines that it cannot provide the foregoing benefit under its group health plan or without potentially violating applicable law or triggering adverse tax consequences to the Company or Executive, the Company will have no further obligations shall in lieu thereof provide to Executive under this Agreementa taxable monthly payment during the COBRA Continuation Period in an amount equal to the monthly premium that the Company would have contributed to Executive’s and Executive’s covered dependents’ group health coverage in effect on the date of termination (which amount shall be based on the premiums in effect on the date of termination), less the amount the Executive would have had to pay to receive such group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of termination (as applicable, the “Continued Health Care Coverage Benefit”). Subject to Section 28, the Continued Health Care Coverage Benefits will commence within sixty (60) days following the date of termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the date of termination).

Termination Due to Disability. If Executive suffers a Disability, the Company may terminate this Agreement and Executive’s employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s notice. For purposes of this Agreement, the term “Disability” means either (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his her job for more than ninety (90) days during any period of twelve (12) consecutive months, or (c) upon the written determination by a physician selected by the Company that, because of an injury, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, the essential functions of Executive’s job, and, as of the date of determination, such condition is reasonably expected to last for a period of ninety (90) days or longer after the date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his her Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreement.

Termination Due to Disability. If Executive suffers a Disability, The Company shall have the Company may right to terminate this Agreement and the Executive’s employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s noticefor disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the term “Disability” means either Executive to be unable to substantially perform the Executive’s normal duties; provided however that the Executive shall not be considered disabled until: (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (bi) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job Executive has been so disabled for more than ninety (90) 180 days during any period of twelve (12) consecutive months; (ii) the Executive’s attending physician shall have furnished to the Company certification that the return of the Executive to his/her normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, or if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive’s immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive’s estate]: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); (c) upon a pro rata share of target Annual Bonus for the written determination fiscal year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a physician selected fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)); and (d) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company. It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his/her Disability will exist for more than such a period of time, shall not constitute a failure by him/her to perform his/her duties hereunder and shall not be deemed a breach or default, and the Company that, Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of an injurydisability, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, all of the essential functions of Executive’s joboutstanding stock grants, andexcluding restricted stock grants issued under a performance based plan, will become immediately vested, effective as of the date of determinationthe Executive’s disability. Then, such condition is reasonably expected to last for a period of ninety (90) days the Executive, the Executive’s personal representatives, distributees, or longer after legatees may exercise the Executive’s grants at any time before the expiration date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreementgrant.

Termination Due to Disability. If At any time Executive suffers has a Disability, the Company may terminate this Agreement and Executive’s employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s noticeemployment. For purposes of this Agreement, the term “Disability” means either (a) when shall mean that Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (b) the inability rendered incapable of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the performing his essential job functions of his job for more than at least ninety (90) consecutive days during or one hundred twenty (120) days in the aggregate in any three hundred sixty five (365)-day period or is likely to be incapable of twelve (12) consecutive monthsdoing so, or (c) upon the written determination as determined by a physician selected by Company who is reasonably acceptable to Executive. For the sake of clarity, nothing in this Section 8.4 shall affect any entitlement Executive has to disability insurance benefits. If Executive’s employment is terminated by the Company thatby reason of Disability, because (i) the Company shall pay Executive’s Base Salary, accrued Fringe Benefits, unreimbursed Business and Living Relocation Expenses, and Bonuses to which he is entitled, at the rate then in effect, in accordance with the payroll policies of an injurythe Company, illnessthrough the date of such termination and Executive shall not be entitled to any further Base Salary or any applicable bonus, disease benefits or bodily other compensation for that year or mental infirmityany future year, except as may be provided in this paragraph 8.4 or any applicable benefit plan or program, or to any severance compensation of any kind, nature or amount, unless otherwise agreed to by Company and (ii) each performance-vested equity award held by Executive immediately prior to such termination and for which the performance period is unable to performnot then complete will remain outstanding and will vest, with or without reasonable accommodationif at all, based on actual performance through the end of the applicable performance period on a pro-rata basis, which will be determined as a fraction, the essential functions numerator of which will be the number of days between the grant date of such award and the date of Executive’s job, and, as termination of employment and the denominator of which will be the number of days between the grant date of determination, such condition is reasonably expected to last for a period of ninety (90) days or longer after award and the vesting date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreement.award

Termination Due to Disability. If Executive suffers a Disability, The Company shall have the Company may right to terminate this Agreement and the Executive’s employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s noticefor disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the term “Disability” means either Executive to be unable to substantially perform the Executive’s normal duties; provided however that the Executive shall not be considered disabled until: (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (bi) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job Executive has been so disabled for more than ninety (90) 180 days during any period of twelve (12) consecutive months; (ii) the Executive’s attending physician shall have furnished to the Company certification that the return of the Executive to his normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, or if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive’s immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive’s estate]: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); and (c) upon all other rights and benefits that the written determination Executive is vested in, pursuant to other plans and programs of the Company. It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a failure by him to perform his duties hereunder and shall not be deemed a physician selected by breach or default, and the Company that, Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of an injurydisability, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, all of the essential functions of Executive’s joboutstanding stock grants, andincluding performance based grants, will become immediately vested, effective as of the date of determinationthe Executive’s disability. Then, such condition is reasonably expected to last for a period of ninety (90) days the Executive, the Executive’s personal representatives, distributees, or longer after legatees may exercise the Executive’s grants at any time before the expiration date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreementgrant.

Termination Due to Disability. If This Agreement may be terminated by Company in the event Executive suffers has a "Disability" as defined below which lasts, the or Company may terminate this Agreement and Executive’s employment by providing written notice reasonably determines is likely to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day last (based on the termination date specified in written opinion of a board certified physician), for a period exceeding 120 days from the onset of such Disability. Executive shall be deemed to be under a Disability if Executive becomes eligible for coverage under Company’s notice. For purposes of this Agreement's Long-Term Disability Program, the term “Disability” means either (a) when if any, or if Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy otherwise unable, by virtue of illness or plan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily physical or mental infirmityincapacity or disability (from any cause or causes whatsoever), to performperform Executive's essential job functions hereunder, whether with or without reasonable accommodation, in substantially the essential functions manner and to the extent required hereunder prior to the commencement of his job for more than ninety such Disability. In the event of Executive's Disability, Company may terminate any or all of Executive's titles, positions, and responsibilities hereunder (90including Executive's Principal Position) days during any period of twelve (12) consecutive months, or (c) upon the written determination by a physician selected by the Company that, because of an injury, illness, disease or bodily or mental infirmity, may terminate Executive's employment hereunder. If Executive is unable terminated due to performDisability, with or without reasonable accommodation, the essential functions of Executive’s job, and, as of the date of determination, such condition is reasonably expected to last for a period of ninety (90) days or longer after the date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents Executive shall be entitled to receive all earned awards (including a pro-rata portion of any examinations by any physician selected by the Companyannual incentive award); (ii) agrees to furnish such medical information as may be requested by all of Executive's outstanding but unvested stock options shall vest immediately and remain exercisable for one (1) year from the Company or its selected physiciandate of termination; and (iii) waives any applicable physicianall restrictions regarding Executive's restricted or deferred stock shall immediately lapse. IRONCLAD EMPLOYMENT AGREEMENT During the Term of Employment, Executive shall be entitled to disability coverage in accordance with the terms of Company's Long-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefitsTerm Disability Program, if any. Executive shall not be entitled to any annual incentive award for the time during which Executive is receiving such disability benefits. If Executive recommences his position after a leave for Disability, which have accrued he shall be entitled to a pro rata annual incentive award for the year he resumes such position and vested before the termination date. Other than the foregoing, the Company will have no further obligations shall thereafter be entitled to Executive under annual incentive awards in accordance with this Agreement. During the period Executive is receiving Disability benefits from Company, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the date such benefits commenced, except that Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants during his Disability.

Termination Due to Disability. If Executive suffers a In the event that the Executive’s employment is terminated due to his Disability, the Company may Employment Period shall terminate this Agreement and he shall be entitled to the following benefits: (i) continuation of Base Salary through the end of the Scheduled Initial Term at the Base Salary rate in effect on the date of termination, and the further continuation of the Base Salary (as adjusted pursuant to Section 1(b)(ii)) through the remainder of the Scheduled Employment Period and the two-year period thereafter; (ii) annual incentive award for the year in which the Executive’s Disability occurs, based on the original target award performance for the Executive for such year, payable in a single installment promptly after the Executive’s employment is terminated; (iii) continued participation by providing written notice the Executive during his lifetime in all employee welfare benefit plans and programs that are generally made available to senior officers of the Company or its employees, or, in the event that the Executive is not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit of the Executive) that provide benefits that are equivalent to those provided under each of the Company’s termination because of Disability specifying in such notice employee welfare benefit plans and programs on the effective termination date, and this Agreement and date the Executive’s employment will terminate at is terminated; (iv) continued participation by the end of the day on the termination date specified Executive’s spouse during her lifetime in the Company’s noticemedical and dental plans, or, in the event that the Executive’s spouse is not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit of the Executive’s spouse) that provide benefits that are equivalent to those provided under each of the Company’s medical and dental plans on the date the Executive’s employment is terminated; (v) continuation of the perquisites described in Section 8(b) during the Executive’s lifetime, except that the Executive’s personal use of the Company’s aircraft shall be limited to 50 hours of flight time per annum. For purposes In no event shall a termination of this Agreement, the term “Disability” means either (a) when Executive is deemed disabled and entitled Executive’s employment for Disability occur until the Party terminating his employment gives written notice to benefits the other Party in accordance with Section 21 below. In addition, the Executive acknowledges and agrees that he is not eligible to participate in any Companyshort-provided term or long-term disability insurance plan, policy or plan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job for more than ninety (90) days during any period of twelve (12) consecutive months, or (c) upon the written determination by a physician selected by the Company that, because of an injury, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, the essential functions of Executive’s job, and, as of the date of determination, such condition is reasonably expected to last for a period of ninety (90) days or longer after the date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected program maintained by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreement.

Termination Due to Disability. If Executive suffers a Disability, The Company shall have the Company may right to terminate this Agreement and the Executive’s employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s noticefor disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the term “Disability” means either Executive to be unable to substantially perform the Executive’s normal duties; provided however that the Executive shall not be considered disabled until: (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (bi) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job Executive has been so disabled for more than ninety (90) 180 days during any period of twelve (12) consecutive months; (ii) the Executive’s attending physician shall have furnished to the Company certification that the return of the Executive to his/her normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, or if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive’s immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive or, if applicable, the Executive’s estate: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); (c) upon a pro rata share of target Annual Bonus for the written determination fiscal year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a physician selected fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)); and (d) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company. It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his/her Disability will exist for more than such a period of time, shall not constitute a failure by him/her to perform his/her duties hereunder and shall not be deemed a breach or default, and the Company that, Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of an injurydisability, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, all of the essential functions of Executive’s joboutstanding stock grants, andexcluding restricted stock grants issued under a performance based plan, will become immediately vested, effective as of the date of determinationthe Executive’s disability. Then, such condition is reasonably expected to last for a period of ninety (90) days the Executive, the Executive’s personal representatives, distributees, or longer after legatees may exercise the Executive’s grants at any time before the expiration date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreementgrant.

Termination Due to Disability. If Executive suffers a Disability, The Company shall have the Company may right to terminate this Agreement and the Executive’s 's employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s noticefor disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the term “Disability” means either Executive to be unable to substantially perform the Executive's normal duties; provided however that the Executive shall not be considered disabled until: (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (bi) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job Executive has been so disabled for more than ninety (90) 180 days during any period of twelve (12) consecutive months; (ii) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his/her normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, or if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive's immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive's estate]: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); (c) upon a pro rata share of target Annual Bonus for the written determination calendar year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a physician selected fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)); and (d) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company. It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his/her Disability will exist for more than such a period of time, shall not constitute a failure by him/her to perform his/her duties hereunder and shall not be deemed a breach or default, and the Company that, Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of an injurydisability, illnessall of the Executive's outstanding stock grants, disease or bodily or mental infirmityincluding performance based grants, Executive is unable to performwill become immediately vested, with or without reasonable accommodation, the essential functions of Executive’s job, and, effective as of the date of determinationthe Executive's disability. Then, such condition is reasonably expected to last for a period of ninety (90) days the Executive, the Executive's personal representatives, distributees, or longer after legatees may exercise the Executive's grants at any time before the expiration date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreementgrant.

Termination Due to Disability. If Executive suffers a Disability, The Company shall have the Company may right to terminate this Agreement and the Executive’s 's employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s noticefor disability. For the purposes of this Agreement, disability (hereinafter referred to as "Disability" or "Disabled") shall mean any physical or mental illness or injury that causes the term “Disability” means either Executive to be unable to substantially perform the Executive's normal duties; provided however that the Executive shall not be considered Disabled until: (a) when the Executive has been so disabled for one hundred eighty (180) days in the aggregate during any period of twelve (12) consecutive months; (b) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his normal duties is impossible or improbable; or (c) the Executive is deemed determined to be totally disabled and entitled to benefits in accordance with any Company-provided by the long-term disability insurance policy or planinsurer then insuring the Executive, if any any. The Board shall review the foregoing information and shall determine in good faith if the Executive is applicableDisabled. The Board's decision shall be binding on the Executive. The Date of Termination due to Disability shall be specified in a written notice, covering delivered to the Executive, which date shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Date of Termination, the Company shall be obligated to pay the Executive: (a) any Base Salary that was accrued but not yet paid as of the Date of Termination; (b) the inability unpaid Annual Bonus, if any, with respect to the fiscal year preceding the Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Section 5.2 had there been no termination of the Employment Period); (c) a pro rata share of the target Annual Bonus for the fiscal year in which the Date of Termination occurs (calculated by multiplying (i) the Base Salary in effect on the Date of Termination by (ii) the Target Bonus Rate in effect on the Date of Termination and by (iii) a fraction, the numerator of which is the number of full completed days in the Employment Year through the Date of Termination, and the denominator of which is three hundred sixty-five (365)); (d) any compensation previously deferred by the Executive by his own election, and (e) all other vested rights and benefits that the Executive is entitled to pursuant to other plans and programs of the Company. In addition, all of the Executive's outstanding stock options, stock grants, stock appreciation rights, performance-based grants, and all other forms of incentive compensation, regardless of whether such is equity or cash based, will, to the extent allowed under the terms and conditions of the applicable incentive compensation award agreement, become fully vested and immediately exercisable by the Executive, because the Executive's personal representatives, distributees, or legatees, as applicable. It is expressly understood that the disability of injury, illness, disease the Executive for a period of one hundred eighty (180) calendar days or bodily or mental infirmity, to perform, with or without reasonable accommodation, less in the essential functions of his job for more than ninety (90) days aggregate during any period of twelve (12) consecutive months, or (c) upon in the written determination by a physician selected by the Company that, because absence of an injury, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without any reasonable accommodation, the essential functions of Executive’s job, and, as of the date of determination, expectation that his disability will exist for more than such condition is reasonably expected to last for a period of ninety (90) days time, shall not constitute a failure by him/her to perform his duties hereunder and shall not be deemed a Disability or longer after the date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company breach or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination default of this Agreement because and the Executive shall receive full compensation for any such period of Disability, disability or for any other temporary illness or incapacity during the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion term of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreement.

Termination Due to Disability. If Executive suffers a Disability, the This Agreement may be terminated by Company may terminate this Agreement and Executive’s employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s notice. For purposes of this Agreement, the term event Executive has a “Disability” means either as defined below which lasts, or Company reasonably determines is likely to last (a) when based on the written opinion of a board certified physician), for a period exceeding 120 days from the onset of such Disability. Executive shall be deemed to be under a Disability if Executive becomes eligible for coverage under Company's Long-Term Disability Program, if any, or if Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy otherwise unable, by virtue of illness or plan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily physical or mental infirmityincapacity or disability (from any cause or causes whatsoever), to performperform Executive's essential job functions hereunder, whether with or without reasonable accommodation, in substantially the essential functions manner and to the extent required hereunder prior to the commencement of his job for more than ninety such Disability. In the event of Executive's Disability, Company may terminate any or all of Executive's titles, positions, and responsibilities hereunder (90including Executive's Principal Position) days during any period of twelve (12) consecutive months, or (c) upon the written determination by a physician selected by the Company that, because of an injury, illness, disease or bodily or mental infirmity, may terminate Executive's employment hereunder. If Executive is unable terminated due to performDisability, with or without reasonable accommodation, the essential functions of Executive’s job, and, as of the date of determination, such condition is reasonably expected to last for a period of ninety (90) days or longer after the date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents Executive shall be entitled to receive all earned awards (including a pro-rata portion of any examinations by any physician selected by the Companyannual incentive award); (ii) agrees to furnish such medical information as may be requested by all of Executive's outstanding but unvested stock options shall vest IRONCLAD EMPLOYMENT AGREEMENT immediately and remain exercisable for one (1) year from the Company or its selected physiciandate of termination; and (iii) waives any applicable physicianall restrictions regarding Executive's restricted or deferred stock shall immediately lapse. During the Term of Employment, Executive shall be entitled to disability coverage in accordance with the terms of Company's Long-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefitsTerm Disability Program, if any. Executive shall not be entitled to any annual incentive award for the time during which Executive is receiving such disability benefits. If Executive recommences his position after a leave for Disability, which have accrued he shall be entitled to a pro rata annual incentive award for the year he resumes such position and vested before the termination date. Other than the foregoing, the Company will have no further obligations shall thereafter be entitled to Executive under annual incentive awards in accordance with this Agreement. During the period Executive is receiving Disability benefits from Company, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the date such benefits commenced, except that Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants during his Disability.

Termination Due to Disability. If Executive suffers a Disability, The Company shall have the Company may right to terminate this Agreement and the Executive’s 's employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s noticefor disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the term “Disability” means either Executive to be unable to substantially perform the Executive's normal duties; provided however that the Executive shall not be considered disabled until: (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (bi) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job Executive has been so disabled for more than ninety (90) 180 days during any period of twelve (12) consecutive months; (ii) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, or if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive's immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive (or, if applicable, the Executive's estate): (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Incentive, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Incentive, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); and (c) upon all other rights and benefits that the written determination Executive is vested in, pursuant to other plans and programs of the Company. It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a failure by him to perform his duties hereunder and shall not be deemed a physician selected by breach or default, and the Company that, Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of an injuryDisability, illnessall of the Executive's outstanding stock grants, disease or bodily or mental infirmityexcluding restricted stock grants issued under a performance based plan, Executive is unable to performwill become immediately vested, with or without reasonable accommodation, the essential functions of Executive’s job, and, effective as of the date of determinationthe Executive's Disability. Then, such condition is reasonably expected to last for a period of ninety (90) days the Executive, the Executive's personal representatives, distributees, or longer after legatees may exercise the Executive's grants at any time before the expiration date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreementgrant.

Termination Due to Disability. If at any time prior to the termination of this Agreement the Executive suffers shall become disabled, this Agreement and the Executive’s employment shall continue for a period of 12 months from the date on which the Executive becomes disabled. The date on which the Executive shall be deemed to have become disabled shall be the date on which either (a) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (b) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the service provider’s employer (a “Disability”). During the 12 month period following a Disability, the Executive shall continue to receive all payments and benefits provided by this Agreement, including without limitation the benefits described in Section 3 of this Agreement, and the Executive shall remain eligible to receive, in accordance with their respective terms, the severance and/or benefits that would be payable upon a termination of the Executive’s employment as described in Sections 4, 5, 6, 8, 9 or 11 of this Agreement, less all disability payments received pursuant to the Company’s short-term disability/sick pay plan or its Group Long-Term Disability Insurance Policy. Notwithstanding the foregoing, during the 12 month period following a Disability, the Base Salary payable pursuant to Section 3(a) of this Agreement shall be paid in monthly installments, and any bonus payable pursuant to Section 3(b) of this Agreement shall be paid at the time that bonuses for the fiscal year in which the Disability occurred are paid to other senior executives of the Company. If the Executive’s disability continues after the end of such 12-month period, the Company may terminate this Agreement and the Executive’s employment by providing written notice to Executive for disability (“Disability Termination”). Disputes regarding the existence of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at disability shall be resolved by the end determination of the day on the termination date specified in the Company’s notice. For purposes of this Agreement, the term “Disability” means either (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job for more than ninety (90) days during any period of twelve (12) consecutive months, or (c) upon the written determination by a physician selected by the Company that, because Board who is reasonably acceptable to the Executive. The Executive shall submit to appropriate medical examinations for purposes of an injury, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodationdetermining disability. Upon a Disability Termination, the essential functions of Executive shall be entitled to (a) the payments in the amounts and at the times described in Sections 4(a)(i)(A), (B) and (C) hereof and described in Section 4(b)(ii)(B) hereof; (b) the Executive’s jobunexercisable stock options, and, unvested shares of restricted stock and unvested performance shares shall vest as of described in Section 4(b)(ii)(E) hereof and the date of determination, such condition is reasonably expected to last for a period of ninety (90unvested Special Equity Awards shall vest as described in Section 4(a)(ii)(D)(3) days or longer after the date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physicianhereof; and (iiic) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination all other benefits in accordance with Section 3(e) of this Agreement because of Disabilitythat would be payable upon such Disability Termination. Upon a Disability Termination, the Company’s obligation to pay obligations in Sections 11, 13(f) and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x13(h) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreement, and the Executive’s obligations in Sections 11, 12, and 13(h) of this Agreement, shall continue in effect in accordance with their respective terms.”

Termination Due to Disability. If Executive suffers a Disability, the Company AMS may terminate this Agreement and ExecutiveMockett’s employment by providing at any time if Mockett becomes disabled, upon written notice by AMS to Executive Mockett. For this purpose, Mockett shall be considered disabled if, as a result of the Company’s termination because his incapacity due to physical or mental illness, he shall have been unable regularly to perform substantially all of Disability specifying in such notice the effective termination date, and this Agreement and Executivehis duties hereunder for an entire period of six consecutive months. If Mockett’s employment will terminate at the end of the day on the termination date specified in the Company’s notice. For purposes of this Agreementis terminated due to his disability, the term “Disability” means either (a) when Executive is deemed disabled and he shall be entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job for more than ninety (90) days during any period of twelve (12) consecutive months, or (c) upon the written determination by a physician selected by the Company that, because of an injury, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, the essential functions of Executive’s job, and, as of the date of determination, such condition is reasonably expected to last for a period of ninety (90) days or longer after the date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: to: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because payment of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that unpaid portion of his Base Salary which will have been earned and vacation pay through the termination date; effective date of such termination, a lump sum payment equal to any unpaid installments of the Signing Bonus, and the Annual Bonus Amounts; (yii) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive reimbursement for any outstanding reasonable business expense he has incurred in performing his duties under this Agreement; (iii) full vesting of any unexercised stock options and any restricted stock, and the right to exercise the options for at least 12 months after Mockett’s termination of employment, and the Pro-Rated Long-Term Incentive Compensation Payment; (iv) the right to elect continuation coverage of insurance benefits to the extent required by law, and payment of amounts equal (before reduction for taxes) to any premiums for health insurance continuation coverage under any AMS health plans that is elected by Mockett or his beneficiaries pursuant to Section 4980B of the Code, at a time or times mutually agreed to by the parties, but for a period not to exceed 12 months and only so long as Mockett is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and (v) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of AMS, this Agreement, or any other agreement between AMS and Mockett. In addition, as soon as possible after the execution of this Agreement, subject to Mockett’s provision of evidence of insurability reasonably acceptable to AMS, AMS shall make available to Mockett during the term of this Agreement disability insurance that is supplemental to the disability insurance provided under its existing group long term disability policy and under which benefits are not payable unless Mockett is disabled as defined in the existing policy, and that will be sufficient to ensure that the benefits otherwise payable to Mockett under the terms of the existing policy, together with benefits payable under the supplemental policy and any compensation or benefits from other sources that are taken into account in determining the amount of benefits payable under the existing policy, are at least 60% of his Base Salary plus Target Annual Bonus at the time he became disabled, or the maximum amount of such insurance that is reasonably available, if less, and continue for as long as he remains disabled, up to age 65.

Termination Due to Disability. If Executive suffers a Disability, the Company The REIT Operator may terminate this Agreement and Executive’s employment by providing written notice to if Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s notice. For purposes of this Agreement, the term “Disability” means either (ai) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job for more than ninety (90) days during any period of twelve (12) consecutive months, or (c) upon the written determination by a physician selected by the Company that, because of an injury, illness, disease or bodily or mental infirmity, Executive is unable to perform, with engage in any substantial gainful activity by reason of any medically determinable physical or without reasonable accommodation, the essential functions of Executive’s job, and, as of the date of determination, such condition is reasonably mental impairment which can be expected to result in death or can be expected to last for a continuous period of ninety not less than twelve (9012) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, actually receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company (“Disability”). Any questions as to the existence of the Executive’s Disability as to which the Executive and the REIT Operator cannot agree shall be determined in writing by a qualified independent medical practitioner mutually acceptable to Executive and the REIT Operator. If Executive’s employment is terminated under this Section 4(a) for Disability, (A) the Company shall pay to Executive the Accrued Benefits pursuant to Section 4(h) below and any earned but unpaid Annual Bonus relating to the calendar year prior to the year of termination, and (B) subject to Executive’s execution of a general release of claims in favor of the Company in substantially the form attached hereto as Exhibit A, after termination of Executive’s employment, and the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”) and further subject to Executive’s compliance with the obligations in Sections 7, 8 and 9, if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or longer after other applicable law (“COBRA”), and Executive timely elects such coverage, the Company shall directly pay, or reimburse Executive for, the COBRA premiums, less the amount Executive would have had to pay to receive such group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of determinationtermination, based during the period commencing on the medical information reasonably available to such physician at date of termination and ending upon the time earliest of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through date eighteen (18) months after the termination date; and date Executive’s employment terminates, (y) the Company will pay or provide date Executive with such other payments or benefitsand, if anyapplicable, which have accrued Executive’s covered dependents become no longer eligible for COBRA and vested before (z) the termination date. Other than date Executive becomes eligible to receive healthcare coverage from a subsequent employer (as applicable, the foregoing“COBRA Continuation Period”); provided, however, that if Executive is not eligible to elect COBRA continuation coverage or the Company determines that it cannot provide the foregoing benefit under its group health plan or without potentially violating applicable law or triggering adverse tax consequences to the Company or Executive, the Company will have no further obligations shall in lieu thereof provide to Executive under this Agreementa taxable monthly payment during the COBRA Continuation Period in an amount equal to the monthly premium that the Company would have contributed to Executive’s and Executive’s covered dependents’ group health coverage in effect on the date of termination (which amount shall be based on the premiums in effect on the date of termination), less the amount the Executive would have had to pay to receive such group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of termination (as applicable, the “Continued Health Care Coverage Benefit”). Subject to Section 28, the Continued Health Care Coverage Benefits will commence within sixty (60) days following the date of termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the date of termination).

Termination Due to Disability. If If, by reason of illness, disability, or other incapacity certified by two (2) physicians competent to do so in the opinion of the Company's Board of Directors, Executive suffers is unable to perform the duties required of him under this Agreement for a Disabilityperiod of six (6) consecutive months, the Company, following the giving of thirty (30) days written notice to Executive and the failure of Executive by reason of illness, disability, or other incapacity to resume his duties within such thirty (30) days and thereafter perform the same for a period of two (2) consecutive months, the Company may terminate this Agreement and Executive’s 's employment by providing giving him written notice thereof. Executive shall cooperate with the Company and the physicians appointed by the Company and submit to Executive reasonable medical examinations. If information is provided to any member of the Company’s 's Board of Directors about Executive's medical condition in connection with the Board's assessment of Executive's capacity hereunder, it shall be accompanied by a reminder that such information should be treated as confidential. Provided that Executive delivers to the Company and does not rescind a waiver of claims on a form provided by the Company that releases the Company, its employees, officers, directors and related entities from any and all claims arising out of or related to Executive's employment or termination because of Disability specifying employment Executive shall be entitled to: A Bonus for the year in which termination occurs (the "Terminating Year") equal to the Bonus target for such notice year provided that the effective termination datecorporate and personal performance objectives are met (calculated and, and this Agreement and Executive’s employment will terminate at if earned, payable within 30 days of the end of the day on the termination date specified in the Company’s notice. For purposes of this AgreementTerminating Year) multiplied by a fraction, the term “Disability” means either numerator of which is the number of days Executive was employed during the Terminating Year and the denominator of which is 365. An annual disability benefit equal to ninety percent (a90%) when of his Base Salary. The disability benefit shall be provided through the then existing Company-sponsored disability plan with the Company making any additional contributions as may be necessary to pay Executive is deemed disabled and entitled to benefits in accordance with the required amount. The disability benefit, including any Company-provided longrequired contribution, shall be paid so long as and on the same terms and conditions as the payments being made under the Company-term sponsored disability insurance policy or plan, if any is applicable, covering . Executive, (b) 's benefits under the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job for more than ninety (90) days during any period of twelve (12) consecutive months, or (c) upon the written determination by a physician selected supplemental plan calculated as though Executive had remained employed by the Company that, because for an additional two (2) years after his active employment ended due to his disability. Full vesting under any stock option or time-based restricted stock awards provided to Executive and determination of an injury, illness, disease or bodily or mental infirmity, Executive is unable vesting under any performance-based restricted stock awards pursuant to perform, with or without reasonable accommodation, the essential functions provisions of Executive’s job, and, as of the date of determination, such condition is reasonably expected to last for a period of ninety (90) days or longer after the date of determination, based on the medical information reasonably available to such physician at the time of such determinationapplicable plans. In connection with any determination the event of termination of employment under the foregoing subpart (cthis Section 8(c), Executive hereby: (i) consents acknowledges that he shall remain subject to any examinations by any physician selected and bound by the Company; (ii) agrees restrictive provisions of Section 7 above. Executive shall not be required to furnish such medical information as may be requested seek other employment or to take other actions to mitigate any damages suffered by the Company or its selected physician; and (iii) waives nor shall any applicable physician-patient privilege that may arise because of compensation received by Executive from any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other sources reduce any payments or benefits, if any, benefits to which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive he is entitled under this Agreement.

Termination Due to Disability. If Executive suffers a Disability, the Company may terminate this Agreement (i) The Employment Term and Executive’s employment by providing written notice to Executive of hereunder shall terminate upon Executive’s disability (as defined under the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s notice. For purposes of this Agreement, the term “Disability” means either (a) when Executive is deemed disabled and entitled to benefits in accordance with any Companybroad-provided based group long-term disability insurance policy or plan; such incapacity is hereinafter referred to as ‘Disability’). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, if any is applicableeach shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon Executive’s termination of employment hereunder on account of Executive’s Disability, covering Executive, Executive shall be entitled to receive: (bA) the inability Accrued Rights; (B) an amount equal to the Target Bonus for the year of Executive, because ’s termination of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodationemployment multiplied by a fraction, the essential functions numerator of his job for more than ninety (90) which shall equal the number of days during any period of twelve (12) consecutive months, or (c) upon the written determination by a physician selected Executive was employed by the Company thatin the Company fiscal year in which Executive’s termination of employment occurs and the denominator of which shall equal 365, because of an injury, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, paid in a lump sum at the essential functions same time as the Annual Bonus for the year of Executive’s jobtermination of employment would have been paid to Executive had he not terminated employment; (C) the COBRA Premium and Insurance Premium (provided, andfor the avoidance of doubt, as the Insurance Premium shall be determined on the basis of the date Executive’s termination of determinationemployment other than due to his death), such condition is reasonably expected to last for paid in a period of ninety (90) lump sum within 30 days or longer after the date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the Executive’s termination of this Agreement because employment; (D) immediate, full vesting of Disabilityall outstanding restricted stock vesting on a time-basis, but not on a performance-basis, stock options and all other long-term equity or other long-term incentive awards vesting on a time-basis then held by Executive; (E) all outstanding stock options then held by Executive shall remain exercisable until the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: earlier of (x) 24 months following the Company will pay Executive that portion effective date of his Base Salary which will have been earned through the such termination date; and (y) the Company will pay or provide expiration of the option term. Following Executive’s termination of employment due to Executive’s Disability, except as set forth in this Section 8(c)(ii), Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will shall have no further obligations rights to Executive any compensation or any other benefits under this Agreement.” 12. Section 8(d)(iii) of the Existing Agreement (as renumbered pursuant to Item 11 above) is hereby amended by deleting the section in its entirety and inserting in lieu thereof the following:

Termination Due to Disability. If In the event that the Executive suffers a Disability, becomes Disabled during the Company may terminate term of this Agreement and Executive’s employment by providing written notice is, therefore, unable to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s notice. For purposes of this Agreement, the term “Disability” means either (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of perform his job duties herein for more than ninety one hundred eighty (90180) total calendar days during any period of twelve (12) consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of one hundred eighty (180) calendar days, the Company shall have the right to terminate the Executive’s active employment as provided in this Agreement. (a) The Board shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least thirty (30) calendar days prior to the Effective Date of Termination. (b) Such Disability to be determined by the Board of Directors of the Company upon receipt of and in reliance on competent medical advice from one (1) or more individuals, selected by the Board, who are qualified to give such professional medical advice. The Executive shall submit himself to a medical examination by a doctor appointed by the Company at the request of the Board, at the expense of the Company, at any time during the continuance of this Agreement, whether or not the Executive is absent by reason of sickness, injury or other incapacity. Subject to compliance by the Company with the Access to Medical Reports Act 1988 (if applicable) the Executive hereby authorizes the Company pursuant to the Access to Medical Reports ▇▇▇ ▇▇▇▇ to have unconditional access to any report or reports (including copies thereof) prepared as a result of any such examination as the Board may from time to time require. (c) A termination for Disability shall become effective upon the written determination by a physician selected by the Company that, because of an injury, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, the essential functions of Executive’s job, and, as end of the date of determination, such condition is reasonably expected to last for a period of ninety (90) days or longer after the date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examinationnotice period. Upon the termination Effective Date of this Agreement because of DisabilityTermination, the Company’s obligation to pay and provide Executive compensation and benefits obligations under this Agreement will shall immediately terminate, except: expire. (xd) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than Notwithstanding the foregoing, the Company will shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid targeted Annual Bonus award, established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365); (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of BTG; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days from such date. All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(2) and (d)(3), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 11, and 16 and Sections 7.2(e), 15.3, 15.5 and 15.7 herein (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations to Executive under this Agreement. (g) Notwithstanding anything herein to the contrary, the Company’s payment obligations under this Section 7.2 shall be offset by any amounts that the Company is required to pay to the Executive under a national statutory severance program or legal claim relating to the termination applicable to such Executive such payment being in full and final settlement of any claim the Executive may have.

Termination Due to Disability. If Executive suffers a Disability, The Company shall have the Company may right to terminate this Agreement and the Executive’s 's employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s noticefor disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the term “Disability” means either Executive to be unable to substantially perform the Executive's normal duties; provided however that the Executive shall not be considered disabled until: (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (bi) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job Executive has been so disabled for more than ninety (90) 180 days during any period of twelve (12) consecutive months; (ii) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, or if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive's immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive (or, if applicable, the Executive's estate): (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); and (c) upon all other rights and benefits that the written determination Executive is vested in, pursuant to other plans and programs of the Company. It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a failure by him to perform his duties hereunder and shall not be deemed a physician selected by breach or default, and the Company that, Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of an injuryDisability, illnessall of the Executive's outstanding stock grants, disease or bodily or mental infirmityexcluding restricted stock grants issued under a performance based plan, Executive is unable to performwill become immediately vested, with or without reasonable accommodation, the essential functions of Executive’s job, and, effective as of the date of determinationthe Executive's Disability. Then, such condition is reasonably expected to last for a period of ninety (90) days the Executive, the Executive's personal representatives, distributees, or longer after legatees may exercise the Executive's grants at any time before the expiration date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreementgrant.

Termination Due to Disability. If Executive suffers a Disability, The Company shall have the Company may right to terminate this Agreement and the Executive’s 's employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s noticefor disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the term “Disability” means either Executive to be unable to substantially perform the Executive's normal duties; provided however that the Executive shall not be considered disabled until: (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (bi) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job Executive has been so disabled for more than ninety (90) 180 days during any period of twelve (12) consecutive months; (ii) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, or if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive's immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive (or, if applicable, the Executive's estate): (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) t▇▇ ▇▇▇▇▇▇ Annual Bonus, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); and (c) upon all other rights and benefits that the written determination Executive is vested in, pursuant to other plans and programs of the Company. It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a failure by him to perform his duties hereunder and shall not be deemed a physician selected by breach or default, and the Company that, Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of an injuryDisability, illnessall of the Executive's outstanding stock grants, disease or bodily or mental infirmityexcluding restricted stock grants issued under a performance based plan, Executive is unable to performwill become immediately vested, with or without reasonable accommodation, the essential functions of Executive’s job, and, effective as of the date of determinationthe Executive's Disability. Then, such condition is reasonably expected to last for a period of ninety (90) days the Executive, the Executive's personal representatives, distributees, or longer after legatees may exercise the Executive's grants at any time before the expiration date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreementgrant.

Termination Due to Disability. If Executive suffers a Disability, The Company shall have the Company may right to terminate this Agreement and the Executive’s employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s noticefor disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the term “Disability” means either Executive to be unable to substantially perform the Executive’s normal duties; provided however that the Executive shall not be considered disabled until: (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (bi) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job Executive has been so disabled for more than ninety (90) 180 days during any period of twelve (12) consecutive months; (ii) the Executive’s attending physician shall have furnished to the Company certification that the return of the Executive to his normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, or if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive’s immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive’s estate]: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); and (c) upon all other rights and benefits that the written determination Executive is vested in, pursuant to other plans and programs of the Company. Moreover, should any payments under Article 5.8 be outstanding at the time of termination as a result of this Article 7.2, such monies will be paid. In addition, any other payments required under applicable Canadian law will be paid. It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a failure by him to perform his duties hereunder and shall not be deemed a physician selected by breach or default, and the Company that, Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of an injurydisability, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, all of the essential functions of Executive’s joboutstanding stock grants, andincluding performance based grants, will become immediately vested, effective as of the date of determinationthe Executive’s disability. Then, such condition is reasonably expected to last for a period of ninety (90) days the Executive, the Executive’s personal representatives, distributees, or longer after legatees may exercise the Executive’s grants at any time before the expiration date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreementgrant.

Termination Due to Disability. If Executive suffers this Agreement is terminated by either party as a result of the Employee’s Disability (as defined below), in addition to the benefits otherwise due the Employee and as otherwise required by law, the Company will pay Employee his Base Salary (and any previously earned bonus) until the effective date of the termination of employment due to the Disability (“Disability Effective Date”). The Employee shall be eligible to receive disability insurance coverage at those levels which the Company provides to its executive officers from time-to-time. In the event Employee’s employment is terminated at any time due to Disability, Employee will continue to receive his Base Salary during any waiting period required under the Company’s disability insurance policy then in effect and such payments will terminate upon the expiration of any such waiting period. In the event Employee’s employment is terminated due to Disability during the period Employee is prohibited from selling his stock in the Company pursuant to that certain Shareholders Agreement of even date herewith, the Company will pay Employee his Base Salary during the prohibition period, less any benefits received by Employee under Company’s disability insurance coverage. Any amounts paid to the Employee pursuant to disability insurance policies provided by the Company shall be offset against the amount of Base Salary due or paid to Employee under this Section 4 d for the same periods covered by the payments under the disability insurance policies. Except as provided herein, upon termination as a result of Employee’s Disability, the Company may terminate shall have no further obligations to Employee under this Agreement and Executive’s employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination dateAgreement, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s noticeexcept as otherwise required under law. For purposes of this Agreement, the term Employee will be deemed to have a “Disability” means either (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or planif, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily for physical or mental infirmityreasons, the Employee is unable to perform, with or perform the Employee’s essential duties under this Agreement without reasonable accommodation, the essential functions of his job accommodation for more than ninety (90) consecutive days, or one hundred eighty (180) days during any period of twelve (12) consecutive months12)-month period, or (c) as determined in accordance with this Section 4 d. The disability of the Employee will be determined by a medical doctor selected by written agreement of the Company and the Employee upon the written request of either party by notice to the other. If the Company and the Employee cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will select a third medical doctor who will determine whether the Employee has a disability. The determination by of the medical doctor selected under this Section 4 d will be binding on both parties. The Employee must submit to a physician selected reasonable number of examinations by the medical doctor making the determination of disability under this Section 4 d, and the Employee hereby authorizes the disclosure and release to the Company that, because of an injury, illness, disease or bodily or mental infirmity, Executive such determination and all supporting medical records. If the Employee is unable to perform, with or without reasonable accommodationnot legally competent, the essential functions Employee’s legal guardian or duly authorized attorney-in-fact will act in the Employee’s stead, for the purposes of Executive’s job, and, as of the date of determination, such condition is reasonably expected to last for a period of ninety (90) days or longer after the date of determination, based on selecting the medical information reasonably available doctor, submitting the Employee to such physician at the time examinations, and providing the authorization of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information disclosure as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits required under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreement.Section 4 d.

Termination Due to Disability. If In the event that, during the term of this Agreement, Executive suffers a Disabilityshould, in the Company may terminate reasonable judgment of the Board, fail to perform Executive’s duties under this Agreement because of illness or physical or mental incapacity ("Disability"), and such Disability continues for a period of more than six consecutive months, or 180 days out of any consecutive 270 day period, Company will have the right to terminate or suspend Executive’s employment under this Agreement by providing written notice notification to Executive and payment to Executive of all accrued salary and incentive compensation (if any) to the Company’s termination because of Disability specifying in such notice the effective termination dateextent earned, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified accrued vacation pay as provided in the Company’s notice. For purposes Employee Manual, as the same may be in effect from time to time, all to the date of this Agreementtermination, the term “Disability” means either together with severance compensation as provided in Section 4, provided, however, (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job for more than ninety (90) days during any period of twelve (12) consecutive months, or (c) upon the written determination by a physician selected by the Company that, because of an injury, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, the essential functions of Executive’s job, and, as of the date of determination, that such condition is reasonably expected to last severance compensation will be paid for a period of ninety the lesser of one (901) days or longer after year from the date Executive’s employment is terminated, or until the Termination Date, and (b) such severance compensation will be reduced by any payments made to Executive pursuant to any policy of determinationdisability insurance, the premiums for which have been paid by the Company. Any determination by the Board with respect to Executive’s Disability must be based on a determination of competent medical authority or authorities, a copy of which determination must be delivered to the medical information reasonably available to such physician Executive at the time it is delivered to the Board. In the event the Executive disagrees with the determination described in the previous sentence, Executive will have the right to submit to the Board a determination by a competent medical authority or authorities of Executive’s own choosing to the effect that the aforesaid determination is incorrect and that Executive is capable of performing Executive’s duties under this Agreement. If, upon receipt of such determination. In connection with any determination , the Board wishes to continue to seek to terminate this Agreement under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination provisions of this Agreement because of Disabilitysection, the Companyparties will submit the issue of Executive’s obligation Disability to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) arbitration in accordance with the Company will pay Executive that portion provisions of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreement.

Termination Due to Disability. If Executive suffers a Disability, The Company shall have the Company may right to terminate this Agreement and the Executive’s 's employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s noticefor disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the term “Disability” means either Executive to be unable to substantially perform the Executive's normal duties; provided however that the Executive shall not be considered disabled until: (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (bi) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job Executive has been so disabled for more than ninety (90) 180 days during any period of twelve (12) consecutive months; (ii) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, or if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive's immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive's estate]: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); and (c) upon all other rights and benefits that the written determination Executive is vested in, pursuant to other plans and programs of the Company. It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a failure by him to perform his duties hereunder and shall not be deemed a physician selected by breach or default, and the Company that, Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of an injuryDisability, illnessall of the Executive's outstanding stock grants, disease or bodily or mental infirmityexcluding restricted stock grants issued under a performance based plan, Executive is unable to performwill become immediately vested, with or without reasonable accommodation, the essential functions of Executive’s job, and, effective as of the date of determinationthe Executive's Disability. Then, such condition is reasonably expected to last for a period of ninety (90) days the Executive, the Executive's personal representatives, distributees, or longer after legatees may exercise the Executive's grants at any time before the expiration date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreementgrant.

Termination Due to Disability. If Executive suffers a Disability, The Company shall have the Company may right to terminate this Agreement and the Executive’s 's employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s noticefor disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the term “Disability” means either Executive to be unable to substantially perform the Executive's normal duties; provided however that the Executive shall not be considered disabled until: (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (bi) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job Executive has been so disabled for more than ninety (90) 180 days during any period of twelve (12) consecutive months; (ii) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his/her normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, or if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive's immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive's estate]: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); (c) upon a pro rata share of target Annual Bonus for the written determination fiscal year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a physician selected fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)); and (d) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company. It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his/her Disability will exist for more than such a period of time, shall not constitute a failure by him/her to perform his/her duties hereunder and shall not be deemed a breach or default, and the Company that, Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of an injurydisability, illnessall of the Executive's outstanding stock grants, disease or bodily or mental infirmityexcluding restricted stock grants issued under a performance based plan, Executive is unable to performwill become immediately vested, with or without reasonable accommodation, the essential functions of Executive’s job, and, effective as of the date of determinationthe Executive's disability. Then, such condition is reasonably expected to last for a period of ninety (90) days the Executive, the Executive's personal representatives, distributees, or longer after legatees may exercise the Executive's grants at any time before the expiration date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreementgrant.

Termination Due to Disability. If Executive suffers a Disability, The Company shall have the Company may right to terminate this Agreement and the Executive’s 's employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s noticefor disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the term “Disability” means either Executive to be unable to substantially perform the Executive's normal duties; provided however that the Executive shall not be considered disabled until: (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (bi) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job Executive has been so disabled for more than ninety (90) 180 days during any period of twelve (12) consecutive months; (ii) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, or if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive's immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive's estate]: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); and (c) upon all other rights and benefits that the written determination Executive is vested in, pursuant to other plans and programs of the Company. It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a failure by him to perform his duties hereunder and shall not be deemed a physician selected by breach or default, and the Company that, Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of an injurydisability, illnessall of the Executive's outstanding stock grants, disease or bodily or mental infirmityincluding performance based grants, Executive is unable to performwill become immediately vested, with or without reasonable accommodation, the essential functions of Executive’s job, and, effective as of the date of determinationthe Executive's disability. Then, such condition is reasonably expected to last for a period of ninety (90) days the Executive, the Executive's personal representatives, distributees, or longer after legatees may exercise the Executive's grants at any time before the expiration date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreementgrant.

Termination Due to Disability. If Executive suffers a Disability, the Company may terminate this Agreement and Executive’s employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s notice. For purposes of this Agreement, the term “Disability” means either (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his Executive’s job for more than ninety (90) days during any period of twelve three hundred sixty-five (12365) consecutive monthsdays, or (c) upon the written determination by a physician selected by the Company that, because of an injury, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, the essential functions of Executive’s job, and, as of the date of determination, such condition is reasonably expected to last for a period of more than ninety (90) days or longer after the date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) except the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination dateAccrued Benefits. Other than the foregoing, the Company will have no further obligations to Executive under this Agreement.

Termination Due to Disability. If Executive suffers a Disability, the Company may terminate this Agreement (i) The Employment Term and Executive’s employment by providing written notice to Executive of hereunder shall terminate upon Executive’s disability (as defined under the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s notice. For purposes of this Agreement, the term “Disability” means either (a) when Executive is deemed disabled and entitled to benefits in accordance with any Companybroad-provided based group long-term disability insurance policy or plan; such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, if any is applicableeach shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon Executive’s termination of employment hereunder on account of Executive’s Disability, covering Executive, Executive shall be entitled to receive: (bA) the inability Accrued Rights; (B) an amount equal to the Target Bonus for the year of Executive, because ’s termination of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodationemployment multiplied by a fraction, the essential functions numerator of his job for more than ninety (90) which shall equal the number of days during any period of twelve (12) consecutive months, or (c) upon the written determination by a physician selected Executive was employed by the Company thatin the Company fiscal year in which Executive’s termination of employment occurs and the denominator of which shall equal 365, because of an injury, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, paid in a lump sum at the essential functions same time as the Annual Bonus for the year of Executive’s jobtermination of employment would have been paid to Executive had he not terminated employment; (C) the COBRA Premium and Insurance Premium (provided, andfor the avoidance of doubt, as the Insurance Premium shall be determined on the basis of the date Executive’s termination of determinationemployment other than due to his death), such condition is reasonably expected to last for paid in a period of ninety (90) lump sum within 30 days or longer after the date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of any such examination. Upon the Executive’s termination of this Agreement because employment; (D) immediate, full vesting of Disabilityall outstanding restricted stock vesting on a time-basis, but not on a performance-basis, stock options and all other long-term equity or other long-term incentive awards vesting on a time-basis then held by Executive; (E) all outstanding stock options then held by Executive shall remain exercisable until the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: earlier of (x) 24 months following the Company will pay Executive that portion effective date of his Base Salary which will have been earned through the such termination date; and (y) the Company will pay or provide expiration of the option term. Following Executive’s termination of employment due to Executive’s Disability, except as set forth in this Section 8(c)(ii), Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will shall have no further obligations rights to Executive any compensation or any other benefits under this Agreement.