Common use of Termination Upon Death or Disability Clause in Contracts

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term obligations of the Company to or with respect to Executive shall terminate in their entirety except as of the date of deathotherwise provided under this Section 4.1. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties becomes eligible for disability benefits under the Agreement Company’s long-term disability plans and such arrangements (or, if none, if Executive by virtue of ill health or other disability has disabled is unable to perform substantially and continuously the Executive duties assigned to him for a cumulative period at least 120 consecutive or non-consecutive days out of 180 days within any consecutive 12-month period (a “Disability”period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to Executive; provided that the Executive. Upon Executive’s death or in the event that Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is terminated due substantially certain that Executive will be able to his Disabilityresume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or his Executive’s estate or his beneficiaries, as beneficiaries in the case may be, of the death of Executive) shall be entitled to: have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) all accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred); (vii) an amount a cash payment equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives portion of the Company, but in no event later than March 15 of Annual Bonus at the fiscal year following “target” level for the fiscal year Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such termination occurred (subject to Section 7.15 of this Agreementtime-based vesting conditions) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable will continue in effect in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth may otherwise be provided to the contrary in this Section 4the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled for purposes of the long-term disability plan of the Employer for which the Executive is eligible, or, in the event that there is a good faith determination by the Board that no such plan, if the Executive has become physically by virtue of ill health or mentally incapable other disability is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which amount in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time annual bonuses as Bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurredordinarily paid; (vii) an amount equal in the case of termination due to the target Annual Bonusdisability, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest be entitled to receive his Annual Salary for twelve (12) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the Executive during such twelve (12) month period; (iii) the Executive (or, in the case of his death, his spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive for which he received reimbursement for pursuant to Section 3.4 herein for a period of twelve (12) months following such termination and become free of restrictions and all stock options Company shall be exercisable continue to pay for the foregoing in accordance with their terms. Following the Executive’s death or a Section 3.4 herein as if no such termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, had occurred; and (iv) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. This Agreement and the Executive’s employment shall terminate upon Executive’s death. If the Executive dies during the Termbecomes disabled, the Term Company may terminate this Agreement and Executive’s employment by written notice to Executive. For purposes hereof, “disability” shall terminate as be defined to mean Executive’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for a period of 60 consecutive days from the date of death. If there is a good faith determination such disability as determined by an approved medical doctor selected by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment mutual agreement of the Executive upon notice in writing to the Executiveparties hereto. Upon Executive’s death or in In the event that the parties hereto cannot agree on an approved medical doctor, each party shall select a medical doctor and the two doctors shall select a third medical doctor who shall serve as the approved medical doctor hereunder. Upon death or termination of employment by virtue of disability, Executive (or Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as beneficiaries in the case may be, of the death of Executive) shall be entitled to: have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) all accrued but unpaid Annual Salary through earned and accrued under this Agreement prior to the effective date of termination termination, which shall be paid or provided to the Executive on or before the time required by law but in no event more than 30 days after the effective date of Executive’s employment, termination; (ii) earned, accrued and vested benefits and paid time off under this Agreement prior to the effective date of termination, subject to the terms of the plans applicable thereto (and any unpaid or unreimbursed expenses incurred in accordance with hereof, applicable laws and regulations); and (iii) any benefits provided reimbursement under this Agreement for expenses incurred prior to the Company’s employee benefit plans upon a termination effective date of employmenttermination, in accordance with subject to the terms contained therein of this Agreement and the policies applicable thereto (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued ObligationsBenefit”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to . This Agreement shall otherwise terminate upon the effective date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the and Executive shall have no further rights to any compensation or any other benefits under this Agreementhereunder.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically becomes disabled by virtue of ill health or mentally incapable other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive (the foregoing circumstance being referred to below as a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or Disability during the Term, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all to receive any Annual Salary, bonus and other benefits earned and accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal and reimbursement under this Agreement for expenses incurred prior to the target Annual Bonusdate of termination), prorated to reflect (ii) the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity Executive (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s estate or beneficiaries in the case of the death or a termination of the Executive’s ) shall be entitled to receive (A) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (B) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect subject to the terms thereof) on any restricted stock, stock options and other equity awards; provided that, in the event of termination of employment by reason of a due to Disability, except as the Executive will only be entitled to receive the payment and accelerated vesting set forth in this Section 4, clause (ii) if the Executive executes and delivers to the Company a general release in a form reasonably acceptable to the Company, which does not require the release of any payment rights under this Section 4 or under Section 3.7, within thirty (30) days following such termination and such release becomes irrevocable at the earliest possible time under applicable law following such execution and delivery, (iii) Section 3.7 shall apply in accordance with its terms and (iv) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under rights hereunder. By way of illustration (but not limitation) of the manner in which clause (ii)(B) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or Disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited). Any payments that the Executive is entitled to receive pursuant to clause (i) of the third sentence of this AgreementSection 4 shall be made by the Company in a single lump sum within five (5) days after termination of employment due to death or Disability. Any payment or acceleration of vesting that the Executive is entitled to receive pursuant to clause (ii) of the third sentence of this Section 4 shall be made by the Company in a single lump sum or occur, respectively, upon the 45th day after termination of employment due to death or Disability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or mentally incapable other disability for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) without duplication of any amounts due under clause (i), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the annual bonus that, in the absence of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following would have been payable for the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonusoccurs, prorated to reflect the partial year of employment, which amount shall be paid payable at such time annual bonuses are paid as would have applied in the absence of such termination, with such amount to other senior executives be multiplied by a fraction (x) the numerator of which is the Company, but number of days in no event later than March 15 of the fiscal year following preceding the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viy) the denominator of which is 365; (iii) all outstanding equity (or unvested equity-based) incentives and based awards pursuant to the Plan held by the Executive shall thereupon fully vest and become free immediately exercisable, as applicable, and subject to the terms of restrictions such awards; and all stock options shall be exercisable in accordance with their terms. Following (iv) the Executive (or the Executive’s estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under this Agreementthe Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term obligations of the Company to or with respect to the Executive shall terminate in their entirety except as of the date of deathotherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties becomes eligible for disability benefits under the Agreement Company's long-term disability plans and such disability has disabled arrangements (or, if none apply, would have been so eligible under the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”most recent plan or arrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided, that, the Company will have no right to terminate the Executive's employment if, in the opinion of a qualified physician reasonably acceptable to the Company, it is reasonably certain that the Executive will be able to resume the Executive's duties on a regular full-time basis within 90 days of the date the Executive receives notice of such termination. Upon Executive’s death or in the event that Executive’s other termination of employment is terminated due to his Disabilityby virtue of disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the termination of employment other than Base Salary and other benefits, including payment for accrued but unpaid Annual Salary through unused vacation (but excluding any bonuses except as provided in the date of termination of Executive’s employment, bonus plan or in clause (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iiibelow) any benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the date of termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred); (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viii) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest become fully vested and become free exercisable; and (iii) this Agreement shall otherwise terminate upon such death or other termination of restrictions employment and all stock options there shall be exercisable in accordance no further rights with their terms. Following respect to the Executive’s death or a termination of the Executive’s employment by reason of a Disability, Executive hereunder (except as provided in Section 7.8). For the avoidance of doubt, the Executive acknowledges and agrees that the payments set forth in this Section 4, 4 constitute liquidated damages for termination of his employment during the Executive shall have no further rights to any compensation or any other benefits under this AgreementTerm upon death.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term obligations of the Company to or with respect to the Executive shall terminate in their entirety except as of the date of deathotherwise provided under this Section 4 or under Section 5.2. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties becomes eligible for disability benefits under the Agreement Company's long-term disability plans and such disability has disabled arrangements (or, if none apply, would have been so eligible under the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”most recent plan or arrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon at least ninety (90) days written notice in writing to the Executive; provided that the Company will have no right to terminate the Executive's employment if, in the opinion of a qualified physician reasonably acceptable to the Company, it is reasonably certain that the Executive will be able to resume the Executive's duties on a regular full-time basis within ninety (90) days of the date the Executive receives notice of such termination. Upon Executive’s death or in the event that Executive’s other termination of employment is terminated due to his Disabilityby virtue of disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than Annual Salary through and other benefits (but excluding any bonuses except as provided in the date of termination of Executive’s employment, Bonus Plan or in clause (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iiibelow) any benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of termination (and excluding reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall be entitled to a cash payment equal to the Executive's Annual Salary (as in effect on the effective date of such termination, which amount shall be paid at ) payable no later than thirty (30) days after such time annual bonuses are paid to other senior executives termination; (iii) all of the CompanyExecutive's outstanding and unvested Founder's Stock (as defined in Attachment A), but in no event later than March 15 and all of the fiscal Executive's unvested options to acquire shares of Company stock shall immediately vest and such options shall remain exercisable by Executive, or, in the case of death, by the beneficiaries of Executive's estate, for one (1) year following the fiscal year in which such termination occurred(or, if shorter, the balance of the regular term of the options); (iv) Executive's outstanding and unvested Incentive Stock (as defined in Attachment A) that would vest in the calendar year of such termination shall, subject to the approval of the Compensation Committee, become vested; and (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year this Agreement shall otherwise terminate upon such death or other termination of employment, which amount employment and there shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights with respect to the Executive hereunder (except as provided in Section 7.15). The payments to be made above shall be in addition to, rather than in lieu of, the entitlement of Executive or his estate to any compensation other insurance or any other benefits under this Agreementbenefit proceeds as a result of his death or disability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically by virtue of ill health or mentally incapable other disability is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s termination of employment due to death or disability, (i) the Executive (or the Executive's estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) for a period of three years after termination of employment, the Executive (if applicable), and in the event of his death, his spouse and his dependents, shall receive such continuing coverage under the group health plans they would have received under this Agreement (but at such costs no higher than as in effect immediately preceding such termination) as would have applied in the absence of such termination, which amount provided that, the Company shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 be required to provide any benefits otherwise required by this clause (ii) after such time as the Executive becomes entitled to receive benefits of the fiscal year following same type from another employer or recipient of the Executive's services; (iii) without duplication of any amounts due under clause (i), the Executive shall receive an amount equal to the annual bonus that, in the absence of such termination, would have been payable for the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonusoccurs, prorated to reflect the partial year of employment, which amount shall be paid payable at such time annual bonuses are paid as would have applied in the absence of such termination, with such amount to other senior executives be multiplied by a fraction (x) the numerator of which is the Company, but number of days in no event later than March 15 of the fiscal year following preceding the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viy) the denominator of which is 365; (iv) all outstanding equity (or unvested equity-basedbased awards (including, without limitation, stock options and restricted stock) incentives and awards held by the Executive shall thereupon fully vest and become free immediately exercisable, as applicable, and subject to the terms of restrictions such awards; and all stock options shall be exercisable in accordance with their terms. Following (v) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under this Agreementthe Company's plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled for purposes of the long-term disability plan of the Employer for which the Executive is eligible, or, in the event that there is a good faith determination by the Board that no such plan, if the Executive has become physically by virtue of ill health or mentally incapable other disability is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s termination of employment due to death or disability, (i) the Executive (or the Executive's estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which amount in no event shall be less than a similar pro-rata portion of the Executive's bonus for the preceding year) to be paid at such time annual bonuses as Bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurredordinarily paid; (vii) an amount equal in the case of termination due to the target Annual Bonusdisability, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free be entitled to receive his Annual Salary for the lesser of restrictions and all stock options shall be exercisable in accordance with their terms. Following six (6) months following such termination, or the period until long term disability insurance benefits commence under disability coverage furnished by the Employer to the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, ; and (iii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a good faith determination qualified physician chosen by the Board that Company and reasonably acceptable to the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”)Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: to receive (iA) all accrued but unpaid any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Companyremain in effect) on any restricted stock, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options and other equity awards, (ii) Section 3.7 shall be exercisable apply in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, its terms and (iii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death. If there is a good faith determination by the Board that the Executive has become physically a Separation from Service due to his death or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”), the Company shall have the right, pay to the extent permitted by law, to terminate the employment estate of the Executive upon notice in writing to the Executive. Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiariesto Executive, as the case may be, shall be entitled to: within fifteen (i15) days following Executive's Separation from Service due to death or Disability, all accrued but unpaid Annual Salary amounts then payable to Executive pro-rated through the date of termination Executive's Separation from Service pursuant to Section 3, the amount of Executive’s employment, (ii) any earned but unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred Cash Incentive Pay pursuant to in clauses (i) through (iii) Section 4.02 above, collectively, the amount of any accrued but unused vacation under Section 6.05 above for the year in which the Separation from Service occurs and any reimbursable amounts owed to Executive under Section 7 above (the “Accrued Obligations”). In addition, contingent upon Executive (ivor in the case of Executive’s death, Executive’s estate) any unpaid Annual Bonus executing and not revoking a separation agreement, including a general release of claims, in respect of any completed fiscal year that had ended prior form and substance reasonably acceptable to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but the Company shall pay to Executive (or in no event later than March 15 the case of Executive’s death, Executive’s estate), at the time contemplated by the Annual Cash Incentive Plan, such Cash Incentive Pay, if any, to which he would have been entitled under the terms of the fiscal year following Annual Cash Incentive Plan had Executive remained in the employ of the Company for the entire fiscal year in which such termination occurred; occurs. Further, all outstanding equity rights held by Executive (vincluding without limitation stock options, restricted stock, restricted stock units and other time-based equity rights) an amount equal to the target Annual Bonus, prorated shall become vested on a pro rata basis to reflect the partial portion of the vesting period that had elapsed prior to Executive’s Separation from Service. Any stock options and other awards in the nature of rights that may be exercised that are vested or become vested pursuant to the preceding sentence shall expire on the earlier of (i) the one-year anniversary of employmentExecutive’s Separation from Service, which amount or (ii) their regular termination date. Performance-based equity awards shall be earned on a pro rata basis to reflect the portion of the vesting period that had elapsed prior to Executive’s Separation from Service, based on an assumed level of performance at target level, and shall be paid at such time annual bonuses are paid to other senior executives within thirty (30) days of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this AgreementSeparation from Service.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term obligations of the Company to or with respect to Executive shall terminate in their entirety except as of the date of deathotherwise provided under this Section 7.1. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties becomes eligible for disability benefits under the Agreement Company’s long-term disability plans and such arrangements (or, if none, if Executive by virtue of ill health or other disability has disabled is unable to perform substantially and continuously the Executive duties assigned to him for a cumulative period at least 120 consecutive or non-consecutive days out of 180 days within any consecutive 12-month period (a “Disability”period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to Executive; provided that the Company shall have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive shall be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 7.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefits hereunder on and after the effective date of the termination of employment other than (a) the Executive. Upon ’s Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and (b) a lump sum cash payment equal to the Annual Bonus for the calendar year in which Executive’s death or in employment hereunder terminates, prorated based on the event that period beginning on January 1 and ending on the date on which Executive’s employment is terminated due pursuant to his Disabilitythis Section 7.1, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary and calculated based on actual performance through the date end of termination the applicable performance year (but in no event shall the amount of the bonus payable to Executive be greater than the prorated portion of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”Target Annual Bonus for such year), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to payable at the date of such termination, which amount shall be paid at such same time as annual bonuses are paid to of other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in with respect to which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this AgreementBonus is payable.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term This Agreement shall terminate automatically upon Executive's death. In the event of termination of Executive's employment as of the date a result of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all continue to pay to Executive's estate, on a monthly basis, his Base Salary for a period of six (6) months from the date of death and (ii) any other amounts earned, accrued but unpaid Annual Salary or owing to Executive under this Agreement through the date of termination death but not yet paid. Furthermore, all stock options vested at the time of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with death shall remain exercisable for the remainder of the terms relating to such stock options. This Agreement shall terminate at the option of the Company if Executive shall suffer "disability." For purpose hereof, "disability" shall be defined to mean Executive's inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for a period of sixty (iii60) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to days from the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives disability as determined by an approved medical doctor selected by the mutual agreement of the Companyparties hereto. In the event that the parties hereto cannot agree on an approved medical doctor, but each party shall select a medical doctor and the two doctors shall select a third medical doctor who shall serve as the approved medical doctor hereunder. The Company shall notify Executive in no writing of its decision to terminate this Agreement due to Executive's disability. In the event later than March 15 of termination of Executive's employment as a result of "disability," the fiscal year following Company shall (i) pay to Executive, on a monthly basis, for a period of six (6) months from the fiscal year in which such termination occurred; (v) date of disability, an amount equal to his monthly Base Salary minus any monthly payment received by Executive from any Company purchased disability policy and (ii) continue Executive's participation in Company benefit plans in which he participated immediately prior to such termination for a period equal to the target Annual Bonus, prorated to reflect lessor of (A) twelve (12) months or (B) the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives remainder of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 term of this Agreement) and (vi) . Furthermore, upon any such termination by reason of "disability," all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all vested stock options shall be remain exercisable in accordance with for the remainder of their respective terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company's long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or mentally incapable other disability for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s termination of employment due to death or disability, (i) the Executive (or the Executive's estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) without duplication of any amounts due under clause (i), the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the annual bonus that, in the absence of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following would have been payable for the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonusoccurs, prorated to reflect the partial year of employment, which amount shall be paid payable at such time annual bonuses are paid as would have applied in the absence of such termination, with such amount to other senior executives be multiplied by a fraction (x) the numerator of which is the Company, but number of days in no event later than March 15 of the fiscal year following preceding the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viy) the denominator of which is 365; (iii) all outstanding equity (or unvested equity-basedbased awards (including, without limitation, stock options and restricted stock) incentives and awards held by the Executive shall thereupon fully vest and become free immediately exercisable, as applicable, and subject to the terms of restrictions such awards; and all stock options shall be exercisable in accordance with their terms. Following (iv) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under this Agreementthe Company's plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically becomes disabled by virtue of ill health or mentally incapable other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive (the foregoing circumstance being referred to below as a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or Disability during the Term, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all to receive any Annual Salary, bonus and other benefits earned and accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal and reimbursement under this Agreement for expenses incurred prior to the target Annual Bonusdate of termination), prorated to reflect (ii) the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity Executive (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s estate or beneficiaries in the case of the death or a termination of the Executive’s ) shall be entitled to receive (A) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (B) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect subject to the terms thereof) on any restricted stock, stock options and other equity awards; provided that, in the event of termination of employment by reason of a due to Disability, except as the Executive will only be entitled to receive the payment and accelerated vesting set forth in this Section 4, clause (ii) if the Executive executes and delivers to the Company a general release in a form reasonably acceptable to the Company, which does not require the release of any payment rights under this Section 4 or under Section 3.8, within thirty (30) days following such termination and such release becomes irrevocable at the earliest possible time under applicable law following such execution and delivery, (iii) Section 3.8 shall apply in accordance with its terms and (iv) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under rights hereunder. By way of illustration (but not limitation) of the manner in which clause (ii)(B) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or Disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited). Any payments that the Executive is entitled to receive pursuant to clause (i) of the third sentence of this AgreementSection 4 shall be made by the Company in a single lump sum within five (5) days after termination of employment due to death or Disability. Any payment or acceleration of vesting that the Executive is entitled to receive pursuant to clause (ii) of the third sentence of this Section 4 shall be made by the Company in a single lump sum or occur, respectively, upon the 45th day after termination of employment due to death or Disability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term obligations of the Company to or with respect to the Executive shall terminate in their entirety except as of the date of deathotherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties becomes eligible for disability benefits under the Agreement Company’s long-term disability plans and such disability has disabled arrangements (or, if none apply, would have been so eligible under the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”most recent plan or arrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in ; provided that the event that Company will have no right to terminate the Executive’s employment if, in the opinion of a qualified physician reasonably acceptable to the Company, it is terminated due reasonably certain that the Executive will be able to his Disabilityresume the Executive’s duties on a regular full-time basis within 90 days of the date the Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than Annual Salary through and other benefits (but excluding any bonuses except as provided in the date of termination of Executive’s employment, Bonus Plan or in clause (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iiibelow) any benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination, which amount ); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be paid at such time annual bonuses are paid entitled to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount a cash payment equal to the target Executive’s Annual Bonus, prorated to reflect Salary (as in effect on the partial year effective date of employment, which amount such termination) payable no later than 30 days after such termination; and (iii) this Agreement shall otherwise terminate upon such death or other termination of employment and there shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights with respect to any compensation or any other benefits under this Agreementthe Executive hereunder (except as provided in Section 7.14).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable becomes disabled for purposes of performing his duties under the Agreement and such long-term disability has disabled plan of the Company for which the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”)is eligible, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s termination of employment due to death or disability, (i) the Executive (or the Executive's estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Executive shall have a non-forfeitable right to, which amount and shall be paid at such time annual bonuses are paid entitled to other senior executives of receive, the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal consideration payable to the target Annual Bonus, prorated Executive under the Merger Agreement with respect to reflect which the partial year of employment, which amount shall be paid Executive's rights were not vested at such time annual bonuses are paid to other senior executives of Closing (as defined in the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Merger Agreement) and which has not yet been paid as of the date of termination; (viiii) all outstanding equity the Executive (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s 's estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except ) shall be entitled to receive all payments that he would have received under the Company's Milestone Incentive Plan if he had remained employed through the Performance Period (as set forth defined in this Section 4, the Milestone Incentive Plan) and (iv) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder except as required by law.

Termination Upon Death or Disability. If the Executive dies during the TermTerm of Employment, the Term obligations of Employer to or with respect to Executive shall terminate in their entirety except as of the date of deathotherwise provided under this Section 5.3. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable becomes disabled for purposes of performing his duties under the Agreement and such Employer`s long-term disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”)plan, the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to Executive; provided that Employer will have no right to terminate Executive`s employment if, in the Executiveopinion of a qualified physician reasonably acceptable to Employer, it is reasonably certain that Executive will be able to resume Executive`s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon Executive’s death or in the event that Executive’s other termination of employment is terminated due to his Disabilityby virtue of disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all Executive (or Executive`s estate or beneficiaries in the case of the death of Executive) shall receive no later than 30 days after such termination (A) Annual Base Salary and other benefits earned and accrued but unpaid Annual Salary under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination) and (B) a prorated bonus through the date of termination based on the highest annual bonus either paid in any prior year or potentially payable to Executive in the year of Executive’s employmentsuch termination, (ii) Executive (or Executive`s estate or beneficiaries in the case of the death of Executive) shall be entitled to receive any unpaid or unreimbursed expenses incurred in accordance with hereof, and all applicable insurance proceeds; and (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding unvested options and other equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions immediately exercisable and all stock options shall otherwise be exercisable in accordance with their termsterms and Executive shall become vested in any pension or other deferred compensation other than pension or deferred compensation under a plan intended to be qualified under Section 401(a) or 403(a) of the Code. Following Notwithstanding the Executive’s foregoing, this Section 5.3 shall not apply to a termination within the six-month period to follow a Change of Control (as defined below) on account of death or disability, but, rather, such a termination of the Executive’s employment shall be covered by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement5.4.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 one hundred eighty (180) days within any 12-month 12‑month period (a “"Disability”"), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (ia) all accrued but unpaid Annual Salary or Annual Bonus through the date of termination of Executive’s employment, (iib) any unpaid or unreimbursed expenses incurred in accordance with Section 3.5 hereof, (iiic) any benefits provided under the Company’s employee benefit plans upon a termination of employmentemployment for such reason, in accordance with the terms contained therein (the payments and benefits referred to in clauses (ia) through (iiic) above, collectively, the “"Accrued Obligations”"), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (vd) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement), (e) for a period of 24 months after termination of employment (subject to a reduction to the extent the Executive receives comparable benefits from a subsequent employer) (the "Continuation Period"), such continuing medical benefits for the Executive and/or the Executive's eligible family members under the Company's health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (viand at such costs to the Executive) all in the absence of such termination (but not taking into account any post‑termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have affected such benefits) (the "Continuation Benefits"), (f) any unvested outstanding equity (or equity-based) incentives and awards held by the Executive that vest on the basis of performance ("Performance-Based Awards") shall vest based on the terms set forth in the applicable award agreements underlying such Performance-Based Awards, and (g) a prorated portion (based on the number of days of employment since the immediately prior January 1st until the date of the Executive's death or Disability, as applicable, over 365) of the unvested outstanding equity (or equity-based) awards held by the Executive that vest on the basis of time ("Time-Based Awards") that would have vested on the next vesting date applicable to such Time-Based Awards shall thereupon vest and become free of restrictions and all stock options any remaining unvested Time-Based Awards shall be exercisable in accordance with their termsforfeited. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate Company terminates Executive’s employment as a result of the date of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period Executive’s Disability (a “Disability”as defined below), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in the event that if Executive’s employment is terminated due to his Disabilitythe death of Executive, then Executive shall become entitled to the Standard Entitlements. Except as provided below, Executive shall not be entitled to receive severance or his estate other benefits except those (if any) as may then be established under Company’s then existing severance and benefit plans and policies and applicable to all employees at the time of Executive’s death or his beneficiariessuch Disability. Notwithstanding the foregoing, as if Executive’s employment is terminated due to the case may bedeath or Disability of Executive, then Executive shall be entitled to: to receive a Severance Payment in an amount which is equivalent to (i) all accrued but unpaid Annual Salary through the greater of the remaining number of months left in the Initial Term or twelve (12) months of Executive’s base salary then in effect on the date of termination, minus (ii) the aggregate amount that Employee is entitled to receive under Company’s paid life insurance policy or disability insurance policy, such remaining amount to be payable to Executive in equal installments (but no less frequently than once per calendar month) for the duration of the Severance Period, in accordance with Company’s regular payroll cycle, beginning on the first payroll date following the date on which the general release referenced in Section 7.2 has become effective. In the event of Executive’s death, all such payments contemplated in this Section 7.4 shall be made to such person as Executive will designate in a notice filed with Company or, if no such person is designated, to Executive’s estate. In addition, upon the Disability or death of Executive, Company shall pay (or reimburse) the monthly premiums for the continued benefit of Executive or Executive’s immediate family, as applicable, of group health care coverage continuation pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, for the Severance Period (in addition to the “Severance Payment” contemplated hereunder, the “Severance Package”). As used herein, the term “Disability” shall mean that Executive has been unable to perform Executive’s duties under this Agreement as the result of Executive’s incapacity due to physical or mental illness, and such inability, at least 26 weeks after its commencement, is determined to be total and permanent by a physician selected by Company or its insurers and reasonably acceptable to Executive or Executive’s legal representative (such Agreement as to acceptability not to be unreasonably withheld.). Termination resulting from Disability may only be effected after at least 30 days’ written notice by Company of its intention to terminate Executive’s employment. In the event that Executive resumes the performance of substantially all of Executive’s duties hereunder before the termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectivelyemployment becomes effective, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect notice of any completed fiscal year that had ended prior intent to the date of such termination, which amount terminate shall automatically be paid at such time annual bonuses are paid deemed to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreementbeen revoked.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or mentally incapable other disability for more than 180 consecutive days or 270 non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all to receive any Base Salary and other benefits earned and accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a single-sum payment equal to his Base Salary; (iii) without duplication of any amounts due under clauses (i) and (ii), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive a single-sum payment equal to the value of the highest bonus earned by the Executive in the one-year period preceding the date of termination, multiplied by a fraction (x) the numerator of which amount shall be paid at such time annual bonuses are paid to other senior executives is the number of the Company, but days in no event later than March 15 of the fiscal year following preceding the fiscal year in termination and (y) the denominator of which such termination occurredis 365; (iv) health insurance benefits shall continue for the Executive (and/or his covered dependents, if applicable) for a period of six months; thereafter, Executive or his dependents shall be permitted to elect COBRA continuation coverage consistent with the applicable law; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or unvested equity-based) incentives and based awards held by the Executive shall thereupon fully vest and become free immediately exercisable, as applicable, subject to the terms of restrictions and all stock options such awards; (vi) the treatment of any performance-based long-term incentives shall be exercisable determined in accordance with their terms. Following the reasonable and good faith discretion of the Compensation Committee of the Board; and (vii) the Executive (or the Executive’s estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under this Agreementthe Company’s plans and arrangements in accordance with their terms). Unless the payment is required to be delayed pursuant to Section 7.13(b) below, the cash amounts payable pursuant to clauses (i), (ii) and (iii) above shall be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) within 60 days following the date of his termination of employment on account of death or disability.

Termination Upon Death or Disability. If the Executive dies during the TermEmployment Period, the Term Executive’s employment with the Company shall terminate be deemed terminated as of the date of death. , and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 7B. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period becomes Disabled (a “Disability”as defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon 30 days prior written notice in writing to the Executive. Upon termination of employment due to the death or Disability of Executive, Executive (or Executive’s death estate or beneficiaries in the event that case of the death of Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled toto receive the Required Payments; and Executive shall also be entitled to the following: (i) all accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided annual target bonus under Section 3B for the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended immediately prior to the date year of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but termination (in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the time of such termination) and a pro-rated share of Executive’s annual target Annual Bonus, prorated to reflect bonus under Section 3B for the partial year of employmentsuch termination (in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the time of such termination), which amount bonus amounts shall be paid at the earlier of (A) such time annual bonuses are paid to other senior executives of as the CompanyCompany regularly pays bonuses, but in or (B) no event later than March 15 of the fiscal year 2 ½ months following the fiscal calendar year in which the termination occurs; and (ii) continuation of his Annual Salary following such termination occurred for a period of one year, which shall be payable in accordance with the Company’s standard pay schedules; and (subject iii) in the case of termination due to Section 7.15 Disability, the Company shall reimburse Executive’s COBRA payments for Executive’s health insurance benefits for a period of one year. For the purposes of this Agreement) , “Disability” shall mean a physical or mental impairment which, the Board of Directors determines, after consideration and (vi) all outstanding equity (or equity-based) incentives and awards held by implementation of reasonable accommodations, precludes the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death from performing his essential job functions for a period longer than three consecutive months or a termination total of the Executive’s employment by reason of a Disability, except as set forth one hundred twenty (120) days in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreementtwelve month period.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or mentally incapable other disability for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through and other benefits actually earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of Executive’s employment, termination); (ii) without duplication of any unpaid amounts due under clause (i), the Executive (or unreimbursed expenses incurred the Executive’s estate or beneficiaries in accordance the case of the death of the Executive) shall receive an amount equal to the Annual Bonus that, in the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of such termination, with hereof, such amount to be multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iii) all outstanding unvested equity-based awards (including, without limitation, stock options and restricted stock) held by the Executive shall fully vest and become immediately exercisable, as applicable, and subject to the terms of such awards; and (iv) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable arrangements in accordance with their terms). Following the Executive’s death or a Upon any termination of the Executive’s employment by reason of a Disability, except as set forth in for Disability under this Section 4, the Executive shall have no further rights promptly resign from all positions he then holds with the Company and any of its subsidiaries, including but not limited to any compensation membership on the Board or on the board of directors of any other benefits under this Agreementsubsidiary of the Company.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period becomes Disabled (a “Disability”as defined below), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death For purposes of this Agreement, the Executive will only be considered “Disabled” if (i) the Executive is unable by reason of accident or illness (including mental illness) to perform his or her duties with the Company or its subsidiaries for 60 consecutive days or 90 cumulative days during any six-month period, and the Executive is not expected to recover from such accident or illness in the event that Executive’s employment reasonably near future as determined in good faith by the Board or (ii) the Executive is eligible by reason of accident or illness (including mental illness) for long term disability benefits under the Company or its subsidiaries’ policies in effect from time to time. If the Executive is terminated due to his Disabilitydeath or by reason of becoming Disabled, (y) the Executive (or his the Executive’s estate or his beneficiaries, as beneficiaries in the case may be, of the death of the Executive) shall be entitled to: to (iA) all accrued but unpaid any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended earned prior to the date of such termination, which amount shall be paid at (B) any other benefits earned and accrued under this Agreement prior to the date of termination, (C) the pro rata portion of any annual bonus (based on the number of days worked by Executive during such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; Executive dies or becomes Disabled) that may have otherwise been payable to Executive and (vD) an amount equal reimbursement under this Agreement for expenses incurred prior to the target Annual Bonus, prorated to reflect the partial year termination of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) ); and (viz) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest (or, in the case of his death, his estate and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under rights hereunder. Any payments made pursuant to this AgreementSection 4 shall be made within ninety (90) days of the Executive’s separation from service.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of the Executive’s death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon the Executive’s death or in the event that the Executive’s employment is terminated due to his Disability, the Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary through the date of termination of Executive’s employmentor Annual Bonus for concluded fiscal years, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) ), and (viv) all outstanding equity (or equity-based) incentives and awards held by for a period of 24 months after termination of employment, such continuing medical benefits for the Executive shall thereupon vest and/or the Executive’s eligible family members under the Company’s health plans and become free programs applicable to senior executives of restrictions the Company generally as the Executive would have received under this Agreement (and all stock options shall be exercisable at such costs to the Executive) in accordance with their termsthe absence of such termination. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the TermEmployment Period, the Term Executive's employment with the Company shall terminate be deemed terminated as of the date of death. If there is a good faith determination by , and the Board that obligations of the Company to or with respect to the Executive has become physically or mentally incapable of performing his duties shall terminate in their entirety upon such date except as otherwise provided under the Agreement and such disability has disabled this Section 7B. If the Executive for becomes subject to a cumulative period of 180 days within any 12-month period Disability (a “Disability”as defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon 30 days prior written notice in writing to the Executive. Upon Executive’s termination of employment due to death or Disability, the Executive (or the Executive's estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled toto receive: (i) all accrued but unpaid Annual Salary through the date of termination of Executive’s employment, Accrued Obligations; (ii) any unpaid or unreimbursed expenses incurred a lump sum amount equal to the pro-rata portion of Executive's target bonus for each outstanding bonus cycle as of the date on which termination of employment occurs (determined by multiplying the amount of the target bonus for the bonus cycle by a fraction, the numerator of which is the number of days during the bonus cycle that Executive is employed by the Company and the denominator of which is the full number of days in accordance with hereof, the bonus cycle) (the "Pro-Rata Target Bonus") ; and (iii) any benefits provided under in the Company’s employee benefit plans upon a termination case of employmentExecutive's Disability, continuation of the Executive's Annual Salary (which shall be payable in accordance with the terms contained therein (Company's standard pay policies) until the Executive is eligible for short-term disability payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of under the Company's group disability policies; provided however, but that in no event later than March 15 shall such period of the fiscal year continued Annual Salary exceed 90 days following the fiscal year in which such Executive's termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of . For the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 purposes of this Agreement) , "Disability" shall mean a physical or mental impairment which, the Compensation Committee determines, after consideration and (vi) all outstanding equity (or equity-based) incentives and awards held by implementation of reasonable accommodations, precludes the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following from performing the Executive’s death 's essential job functions for a period longer than three consecutive months or a termination total of 120 days in any twelve month period. The definition of Disability in this agreement shall not apply to, alter, or amend the definition of disability in any of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement's equity award grant documentation.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or mentally incapable other disability for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all to receive any Base Salary and other benefits earned and accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a single-sum payment equal to the value of his Base Salary that would have been paid to him for the remainder of the year in which the termination occurs; (iii) without duplication of any amounts due under clauses (i) and (ii), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive a single-sum payment equal to the value of the highest bonus earned by the Executive in the one year period preceding the date of termination, multiplied by a fraction (x) the numerator of which amount shall be paid at such time annual bonuses are paid to other senior executives is the number of the Company, but days in no event later than March 15 of the fiscal year following preceding the fiscal year in termination and (y) the denominator of which such termination occurredis 365; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viiv) all outstanding equity (or unvested equity-based) incentives and based awards held by the Executive shall thereupon fully vest and become free immediately exercisable, as applicable, subject to the terms of restrictions such awards; and all stock options shall be exercisable in accordance with their terms. Following (v) the Executive (or the Executive’s estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under this Agreementthe Company’s plans and arrangements in accordance with their terms). Unless the payment is required to be delayed pursuant to Section 7.14(b) below, the cash amounts payable pursuant to clauses (i), (ii) and (iii) above shall be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) within 60 days following the date of his termination of employment on account of death or disability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term obligations of the Company to or with respect to the Executive shall terminate in their entirety except as of the date of deathotherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties becomes eligible for disability benefits under the Agreement Company’s long-term disability plans and such disability has disabled arrangements (or, if none apply, would have been so eligible under the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”most recent plan or arrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in ; provided that the event that Company will have no right to terminate the Executive’s employment if, in the opinion of a qualified physician reasonably acceptable to the Company, it is terminated due reasonably certain that the Executive will be able to his Disabilityresume the Executive’s duties on a regular full-time basis within ninety (90) days of the date the Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than Annual Salary through and other benefits (but excluding any bonuses except as provided in the date of termination of Executive’s employment, Bonus Plan or in clause (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iiibelow) any benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination, which amount ); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be paid at such time annual bonuses are paid entitled to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount a cash payment equal to the target Executive’s Annual Bonus, prorated to reflect Salary (as in effect on the partial year effective date of employment, which amount such termination) payable no later than thirty (30) days after such termination; and (iii) this Agreement shall otherwise terminate upon such death or other termination of employment and there shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights with respect to any compensation or any other benefits under this Agreementthe Executive hereunder (except as provided in Section 7.14).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled for purposes of the long-term disability plan of the Employer for which the Executive is eligible, or, in the event that there is a good faith determination by the Board that no such plan, if the Executive has become physically by virtue of ill health or mentally incapable other disability is unable to perform substantially and continuously the duties assigned to her for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which amount in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time annual bonuses as Bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurredordinarily paid; (vii) an amount equal in the case of termination due to the target Annual Bonusdisability, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest be entitled to receive her Annual Salary for twelve (12) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the Executive during such twelve (12) month period; (iii) the Executive (or, in the case of her death, her spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive for which she received reimbursement for pursuant to Section 3.4 herein for a period of twelve (12) months following such termination and become free of restrictions and all stock options Company shall be exercisable continue to pay for the foregoing in accordance with their terms. Following the Executive’s death or a Section 3.4 herein as if no such termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, had occurred; and (iv) the Executive (or, in the case of her death, her estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the TermEmployment Period, the Term Executive’s employment with the Company shall terminate be deemed terminated as of the date of death. , and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 7B. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period becomes Disabled (a “Disability”as defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon 30 days prior written notice in writing to the Executive. Upon termination of employment due to the death or Disability of Executive, Executive (or Executive’s death estate or beneficiaries in the event that case of the death of Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled toto receive the Required Payments; and Executive shall also be entitled to the following: (i) all accrued but unpaid Annual Salary through Executive’s annual bonus for the date year of termination in accordance with Section 3B above (pro rated up to the termination date), which bonus shall be paid at the earlier of Executive’s employment(A) such time as the Company regularly pays bonuses, or (B) 2 ½ months following the calendar year in which the termination occurs; and (ii) any unpaid or unreimbursed expenses incurred in accordance with hereofcontinuation of his Annual Salary following such termination for a period of one year, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, which shall be payable in accordance with the terms contained therein (the payments Company’s standard pay schedules; and benefits referred to in clauses (i) through (iii) above, collectivelyin the case of termination due to Disability, the “Accrued Obligations”Company shall reimburse Executive’s COBRA payments for Executive’s health insurance benefits for a period of one year. Notwithstanding the foregoing, the aggregate amount of continuation payments under (ii) above made during the first six months following Executive’s termination of employment shall not exceed the applicable dollar limit provided under Treasury Regulations Section 1.409A-1(b)(9)(iii)(A). The amount, (iv) any unpaid Annual Bonus in respect of any completed fiscal year if any, that had ended prior to exceeds the date of such termination, which amount applicable dollar limit shall be paid at such time annual bonuses are paid to other senior executives on the first day of the Company, but in no event later than March 15 of the fiscal year seventh month following the fiscal year in which such Executive’s termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of . For the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 purposes of this Agreement) , “Disability” shall mean a physical or mental impairment which, the Board of Directors determines, after consideration and (vi) all outstanding equity (or equity-based) incentives and awards held by implementation of reasonable accommodations, precludes the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death from performing his essential job functions for a period longer than three consecutive months or a termination total of the Executive’s employment by reason of a Disability, except as set forth one hundred twenty (120) days in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreementtwelve month period.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled for purposes of the long-term disability plan of the Employer for which the Executive is eligible, or, in the event that there is a good faith determination by the Board that no such plan, if the Executive has become physically by virtue of ill health or mentally incapable other disability is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which amount in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time annual bonuses as Bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurredordinarily paid; (vii) an amount equal in the case of termination due to the target Annual Bonusdisability, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest be entitled to receive his Annual Salary paid over twelve (12) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the Executive during such twelve (12) month period; (iii) the Executive (or, in the case of his death, his spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive for which he received reimbursement for pursuant to Section 3.4 herein for a period of twelve (12) months following such termination and become free of restrictions and all stock options Company shall be exercisable continue to pay for the foregoing in accordance with their terms. Following the Executive’s death or a Section 3.4 herein as if no such termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, had occurred; and (iv) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the ------------------------------------ Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable becomes disabled for purposes of performing his duties under the Agreement and such long-term disability has disabled plan of the Company for which the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”)is eligible, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s termination of employment due to death or disability, the Executive (or the Executive's estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: to receive (i) all accrued any Annual Salary and other benefits earned under this Agreement but unpaid Annual Salary through prior to the date of termination of the Executive’s 's employment, (ii) any unpaid a pro-rata payment of the Executive's target annual bonus through the date of the termination of the Executive's employment due to death or unreimbursed expenses incurred in accordance with hereofdisability, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus payment in respect of any completed fiscal year that had ended accrued but unused vacation time prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s 's employment by reason and (iv) reimbursement for expenses properly incurred prior to the termination of the Executive's employment. In addition, upon a Disability, except as set forth in this Section 4termination due to death or disability, the Executive shall receive (i) payment, at the time awards under the MRP are otherwise paid, of 100% of the MRP award, to the extent not previously paid, and (ii) payment, at the time the next installment award would otherwise have been paid under the DRP, of the next installment award under the DRP, which will be determined with individual performance targets treated as if they were fully achieved and based on corporate performance targets actually achieved in respect of that award. The Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder except as required by law.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled for purposes of the long-term disability plan of the Employer for which the Executive is eligible, or, in the event that there is a good faith determination by the Board that no such plan, if the Executive has become physically by virtue of ill health or mentally incapable other disability is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which amount in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time annual bonuses as Bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurredordinarily paid; (vii) an amount equal in the case of termination due to the target Annual Bonusdisability, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest be entitled to receive his Annual Salary for six (6) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the Executive during such six (6) month period; (iii) the Executive (or, in the case of his death, his spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive for which he received reimbursement for pursuant to Section 3.4 herein for a period of six (6) months following such termination and become free of restrictions and all stock options Company shall be exercisable continue to pay for the foregoing in accordance with their terms. Following the Executive’s death or a Section 3.4 herein as if no such termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, had occurred; and (iv) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive Employee dies during the Term, the Term obligations of the Company to or with respect to the Employee shall terminate in their entirety except as otherwise provided under this Section 4. If the Employee by virtue of ill health or other physical or mental disability is unable to perform substantially and continuously any material portion of the date of death. If there is a good faith determination by duties assigned to him for ninety (90) days in the Board that the Executive has become physically aggregate during any twelve (12) month period, or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period sixty (a “Disability”)60) consecutive days, the Company shall have the right, to the extent permitted by law, right to terminate the employment of the Executive Employee upon notice in writing to the Executive. Upon Executive’s death or in the event Employee; provided that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary through after receipt of notice from the date of termination of Executive’s employmentCompany, the Employee shall have the right within ten (10) days after such notice to dispute the Company's ability to terminate him under this Section 4, (ii) within ten (10) days after exercising such right he shall submit to a physical examination by the Chief of Medicine of any unpaid or unreimbursed expenses incurred major hospital in accordance with hereofthe metropolitan Columbus, Ohio area, and (iii) any benefits provided under unless such physician shall issue his written statement to the Company’s employee benefit plans upon a termination of employmenteffect that in his opinion, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectivelybased on his diagnosis, the “Accrued Obligations”)Employee is capable of resuming his employment and devoting his full time and energy to discharging his duties within ten (10) days after the date of such statement the Company shall have the right to terminate the Employee under this Section 4 without further dispute. Upon termination under this Section 4, the Employee (ivor the Employee's estate or beneficiaries in the case of the death of the Employee) shall be entitled to receive any unpaid Annual Salary, Annual Bonus in respect of any completed fiscal year that had ended and other benefits earned and accrued under this Agreement, and reimbursement under this Agreement for expenses incurred, prior to the date of termination (for these purposes, if such terminationtermination occurs during a fiscal year, the Annual Bonus for such fiscal year shall be prorated based upon the number of days in such fiscal year which amount elapsed before such termination and shall be paid at such the time annual bonuses are paid to other senior executives of the Company, but provided for in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurredSection 3.4); (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4thereafter, the Executive Company shall have no further liability to the Employee. No provision of this Agreement shall limit any of the Employee's (or his beneficiaries') rights to under any compensation insurance, pension or any other benefits under this Agreementbenefit programs of the Company for which the Employee shall be eligible at the time of such death or disability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary or Annual Bonus through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement), (v) for a period of 24 months after termination of employment, such continuing medical benefits for the Executive and/or the Executive’s eligible family members under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (and at such costs to the Executive) in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have affected such benefits), (vi) all outstanding equity (or equity-based) incentives and awards granted upon the completion of the Company’s IPO and the Formation Transactions held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their termsterms and (vii) a prorated portion (based on the number of days of employment during a fiscal year until the date of the Executive’s death or Disability, as applicable, over 365) of any other unvested outstanding equity (or equity-based) awards held by the Executive that would have vested in the fiscal year in which such termination occurs shall thereupon vest and become free of restrictions and any remaining portion of such awards will be forfeited. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically by virtue of ill health or mentally incapable other disability is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) subject to Section 5.2(c), for a period of three years after termination of employment, the Executive (if applicable), and in the event of his death, his spouse (or life partner) and his dependents, shall receive such continuing coverage under the group health plans they would have received under this Agreement (but at such costs no higher than as in effect immediately preceding such termination) as would have applied in the absence of such termination; (iii) without duplication of any amounts due under clause (i), the Executive shall receive an amount equal to the annual bonus that, in the absence of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following would have been payable for the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonusoccurs, prorated to reflect the partial year of employment, which amount shall be paid payable at such time annual bonuses are paid as would have applied in the absence of such termination, with such amount to other senior executives be multiplied by a fraction (x) the numerator of which is the Company, but number of days in no event later than March 15 of the fiscal year following preceding the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viy) the denominator of which is 365; (iv) all outstanding equity (or unvested equity-based) incentives and based awards held by the Executive shall thereupon vest and become free of restrictions and all (including stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.and restricted

Termination Upon Death or Disability. If the Executive dies during the TermEmployment Period, the Term Executive’s employment with the Company shall terminate be deemed terminated as of the date of death. , and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 7B. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period becomes Disabled (a “Disability”as defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon 30 days prior written notice in writing to the Executive. Upon termination of employment due to the death or Disability of Executive, Executive (or Executive’s death estate or beneficiaries in the event that case of the death of Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled toto receive the Required Payments; and Executive shall also be entitled to the following: (i) all accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided annual target bonus under Section 3B for the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended immediately prior to the date year of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but termination (in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the time of such termination) and a pro-rated share of Executive’s annual target Annual Bonus, prorated to reflect bonus under Section 3B for the partial year of employmentsuch termination (in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the time of such termination), which amount bonus amounts shall be paid at the earlier of (A) such time annual bonuses are paid to other senior executives of as the CompanyCompany regularly pays bonuses, but in or (B) no event later than March 15 of the fiscal year 2 1 ⁄ 2 months following the fiscal calendar year in which the termination occurs; and (ii) continuation of his Annual Salary following such termination occurred for a period of one year, which shall be payable in accordance with the Company’s standard pay schedules; and (subject iii) in the case of termination due to Section 7.15 Disability, the Company shall reimburse Executive’s COBRA payments for Executive’s health insurance benefits for a period of one year. For the purposes of this Agreement) , “Disability” shall mean a physical or mental impairment which, the Board of Directors determines, after consideration and (vi) all outstanding equity (or equity-based) incentives and awards held by implementation of reasonable accommodations, precludes the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death from performing his essential job functions for a period longer than three consecutive months or a termination total of the Executive’s employment by reason of a Disability, except as set forth one hundred twenty (120) days in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreementtwelve month period.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company's long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or mentally incapable other disability for more than 180 consecutive or non- consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s termination of employment due to death or disability, (i) the Executive (or the Executive's estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) without duplication of any amounts due under clause (i), the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the annual bonus that, in the absence of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following would have been payable for the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonusoccurs, prorated to reflect the partial year of employment, which amount shall be paid payable at such time annual bonuses are paid as would have applied in the absence of such termination, with such amount to other senior executives be multiplied by a fraction (x) the numerator of which is the Company, but number of days in no event later than March 15 of the fiscal year following preceding the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viy) the denominator of which is 365; (iii) all outstanding equity (or unvested equity-basedbased awards (including, without limitation, stock options and restricted stock) incentives and awards held by the Executive shall thereupon fully vest and become free immediately exercisable, as applicable, and subject to the terms of restrictions such awards; and all stock options shall be exercisable in accordance with their terms. Following (iv) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under this Agreementthe Company's plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of the Executive’s death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 5. If there is a good faith determination by the Board that the Executive has become physically is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or mentally incapable other disability for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 5. Upon termination of employment due to the Executive’s death or disability, the Executive (or the Executive’s estate or beneficiaries in the event case of the death of the Executive) shall be entitled to receive (i) any Annual Salary and other benefits actually earned and accrued under this Agreement prior to the date of termination; (ii) any amount earned and accrued, but not yet paid, prior to the date of termination under any bonus, equity or long term incentive plan of the Company then in effect (inclusive of full and nonforfeitable vesting of any and all equity, performance-based, or long-term incentive awards, including but not limited to the restricted stock units awarded to the Executive by the Company on February 20, 2008), and (iii) reimbursement under this Agreement for expenses incurred prior to the date of termination. For purposes of clauses (i) and (ii) above, the parties understand and agree that, to the extent any approved performance bonus plan, program or arrangement in which Executive is a participant specifies a performance period or performance goals that Executive’s employment is terminated due to his Disability, Executive have not yet been completed or his estate or his beneficiariesachieved, as the case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary through as of the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount no bonus, whether pro rata or otherwise, shall not be paid at deemed to be earned and accrued by Executive under such time annual bonuses are paid to other senior executives of the Companyperformance bonus plan, but in no event later than March 15 of the fiscal year following the fiscal year in which such program or arrangement. Upon any termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in under this Section 45, the Executive shall be deemed to have no further rights to resigned from all positions he then holds with the Company and any compensation or any other benefits under this Agreementof its subsidiaries.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If Executive becomes disabled for purposes of the long-term disability plan of the Company for which Executive is eligible, or, in the event that there is a good faith determination no such plan, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the Board that the Executive has become physically duties assigned to him for more than 180 consecutive or mentally incapable non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, then the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s termination of employment due to death or disability, (i) Executive (or Executive's estate or beneficiaries in the event that case of the death of Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which amount in no event shall be less than a similar pro-rata portion of Executive's bonus for the preceding year) to be paid at such time annual bonuses as Bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurredordinarily paid; (vii) an amount equal in the case of termination due to the target Annual Bonusdisability, prorated to reflect the partial year of employment, which amount Executive shall be paid at entitled to receive his or her Annual Salary for the lesser of twelve (12) months following such time annual bonuses are paid termination, or the period until long term disability insurance benefits commence under disability coverage furnished by the Company to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) Executive; and (viiii) all outstanding equity Executive (or equity-basedor, in the case of Executive's death, Executive's estate and beneficiaries) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder, except as otherwise provided in the plans and policies of the Company.

Termination Upon Death or Disability. If the Executive dies during the Employment Term, the Term Executive’s employment shall terminate as of the date of Executive’s death. If there Executive is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”)Disabled, the Company shall have the right, to the extent permitted by law, right to terminate the employment of the Executive this Agreement upon thirty (30) days notice in writing to the Executive. Upon Executive’s death or in the event that If Executive’s employment is terminated due to his because of death or Disability, then (i) the Company’s obligations under this Agreement shall immediately cease, and (ii) Executive or his estate or his beneficiariesor, as in the case may beof the death of Executive, Executive’s estate, heirs, next of kin, distributes, executors or administrators (the “Executor’s Estate”) shall be entitled to: to receive payment of the aggregate amount of (iA) all accrued but unpaid Annual Salary through the date of termination of Executive’s employmentBase Salary then earned but unpaid, (iiB) incentive compensation earned but unpaid, (C) vested benefits under any employee benefit plan applicable to Executive, (D) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any other benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments earned and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended accrued prior to the date of such termination, which amount and (E) reimbursement for approved expenses incurred prior to the date of termination. Such aggregate payment shall be paid at such time annual bonuses are paid to other senior executives made thirty (30) days after the occurrence of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination Disability. No provision of this Agreement shall limit any of Executive’s rights under any insurance, pension or other benefit programs of the ExecutiveCompany for which Executive shall be eligible at the time of such death or Disability. For this purpose, “Disabled” or “Disability” shall mean that Executive meets the definition of disability under the Company’s employment then current long-term disability policy or, if no such policy is in force, that Executive by reason virtue of a Disabilityphysical or mental disability is unable to perform substantially and continuously the essential functions of his usual duties, except as set forth even with reasonable accommodation, for a period in this Section 4, the Executive shall have no further rights to excess of one hundred eighty (180) consecutive or non-consecutive days during any compensation or any other benefits under this Agreementconsecutive twelve (12) month period.

Termination Upon Death or Disability. If the Executive dies during the ------------------------------------ Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically becomes disabled for purposes of the long-term disability plan of the Company or mentally incapable of performing his duties under the Agreement and such disability has disabled its affiliates for which the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”)is eligible, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s termination of employment due to death or disability, the Executive (or the Executive's estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: to receive (i) all accrued any Annual Salary and other benefits earned under this Agreement but unpaid Annual Salary through prior to the date of termination of the Executive’s 's employment, (ii) any unpaid a pro-rata payment of the Executive's target annual bonus through the date of the termination of the Executive's employment due to death or unreimbursed expenses incurred in accordance with hereofdisability, (iii) any benefits provided under payment in respect of accrued but unused vacation time prior to the Company’s employee benefit plans termination of the Executive's employment and (iv) reimbursement for expenses properly incurred prior to the termination of the Executive's employment. In addition, upon a termination due to death or disability, the Executive shall receive (i) payment, at the time awards under the MRP are otherwise paid, of employment100% of the MRP award, to the extent not previously paid, and (ii) payment, at the time the next installment award would otherwise have been paid under the DRP, of the next installment award under the DRP, which will be determined with individual performance targets treated as if they were fully achieved and based on corporate performance targets actually achieved in respect of that award. The Executive shall also continue to receive payments in respect of those options that were not vested as of immediately prior to the Effective Time but which have an exercise price that is less than the Per Share Amount (as defined in the Merger Agreement), at the time such payments would otherwise have been made in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as vesting schedule set forth in this Section 4such option agreements. The Executive (or, in the Executive case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder except as required by law.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “"Disability”"), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary or Annual Bonus through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “"Accrued Obligations”"), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement), (v) for a period of 24 months after termination of employment, such continuing medical benefits for the Executive and/or the Executive's eligible family members under the Company's health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (and at such costs to the Executive) in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have affected such benefits), (vi) all outstanding equity (or equity-based) incentives and awards granted upon the completion of the Company's IPO and the Formation Transactions held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their termsterms and (vii) a prorated portion (based on the number of days of employment during a fiscal year until the date of the Executive's death or Disability, as applicable, over 365) of any other unvested outstanding equity (or equity-based) awards held by the Executive that would have vested in the fiscal year in which such termination occurs shall thereupon vest and become free of restrictions and any remaining portion of such awards will be forfeited. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or mentally incapable other disability for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Executive shall be entitled to receive an amount equal to his Annual Salary for the remainder of the year in which such termination occurs; (iii) without duplication of any amounts due under clauses (i) and (ii), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the annual bonus that, in the absence of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following would have been payable for the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonusoccurs, prorated to reflect the partial year of employment, which amount shall be paid payable at such time annual bonuses are paid as would have applied in the absence of such termination, with such amount to other senior executives be multiplied by a fraction (x) the numerator of which is the Company, but number of days in no event later than March 15 of the fiscal year following preceding the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viy) the denominator of which is 365; (iv) all outstanding equity (or unvested equity-based) incentives and based awards pursuant to the Plan held by the Executive shall thereupon fully vest and become free immediately exercisable, as applicable, and subject to the terms of restrictions such awards; and all stock options shall be exercisable in accordance with their terms. Following (v) the Executive (or the Executive’s estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under this Agreementthe Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or Disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: to receive, in a lump sum payment (isubject to Section 7.16 of this Agreement) all accrued but unpaid Annual Salary through the date of termination of within 30 days following Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment: (x) Annual Salary, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended and other benefits earned and accrued under this Agreement but not yet paid prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination, which amount shall be paid at such time annual bonuses are paid to other senior executives ) (the “Accrued Benefits”) and (y) a pro rata (based on the number of the Company, but days employed in no event later than March 15 of the fiscal year following of termination) target Annual Bonus for the fiscal year in which his termination occurs; (ii) for a period of 24 months after termination of employment, such continuing medical benefits under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive and/or the Executive’s eligible beneficiaries would have received under this Agreement (and at such costs to the Executive or the Executive’s estate, as applicable) in the absence of such termination occurred; (vbut not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits) (or, if such continuation of subsidized coverage would violate Section 105(h) of the Code, the Company will make monthly payments to the Executive in an amount so that after payment of taxes on the payments, the Executive retains an amount equal to the target Annual Bonus, prorated monthly premium he is required to reflect pay to continue the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) coverage); and (viiii) all outstanding equity (or equity-based) incentives and awards held by Executive (or, in the Executive case of his death, his estate and beneficiaries) shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following terms and shall not expire prior to the Executive’s death or a termination first anniversary of the Executive’s employment by reason date of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreementtermination.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled for purposes of the long-term disability plan of the Employer for which the Executive is eligible, or, in the event that there is a good faith determination by the Board that no such plan, if the Executive has become physically by virtue of ill health or mentally incapable other disability is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s termination of employment due to death or disability, (i) the Executive (or the Executive's estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which amount in no event shall be less than a similar pro-rata portion of the Executive's bonus for the preceding year) to be paid at such time annual bonuses as Bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurredordinarily paid; (vii) an amount equal in the case of termination due to the target Annual Bonusdisability, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following entitled to receive his Annual Salary for one year following such termination, or the period until long term disability insurance benefits commence under disability coverage furnished by the Employer to the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, ; and (iii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company and the Parent to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically by virtue of ill health or mentally incapable other disability is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company and the Parent shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all to receive any Annual Salary, Nondiscretionary Bonus and other benefits earned and accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal and reimbursement under this Agreement for expenses incurred prior to the target Annual Bonusdate of termination), prorated (ii) subject to reflect the partial year Section 5.2(c), for a 30-month period after termination of employment, which amount the Executive (if applicable), and in the event of his death, his spouse (or life partner) and his dependents, shall be paid receive such continuing coverage under the group health plans they would have received under this Agreement (but at such time annual bonuses are paid to other senior executives costs no higher than as in effect immediately preceding such termination) as would have applied in the absence of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) termination; and (viiii) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest (or, in the case of his death, his estate and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder (but, for the avoidance of doubt, the Executive shall receive such disability and death benefits as may be provided under this Agreementthe Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term this Agreement shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or mentally incapable other disability for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) without duplication of any amounts due under clause (i), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the annual bonus that, in the absence of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following would have been payable for the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonusoccurs, prorated to reflect the partial year of employment, which amount shall be paid payable at such time annual bonuses are paid as would have applied in the absence of such termination, with such amount to other senior executives be multiplied by a fraction (x) the numerator of which is the Company, but number of days in no event later than March 15 of the fiscal year following preceding the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viy) the denominator of which is 365; (iii) all outstanding equity (or unvested equity-basedbased awards (including, without limitation, stock options, LTIP units and restricted stock) incentives and awards held by or granted to the Executive shall thereupon fully vest and become free immediately exercisable, as applicable, and subject to the terms of restrictions such awards; and all stock options shall be exercisable in accordance with their terms. Following (iv) the Executive (or the Executive’s estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under this Agreementthe Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in the event that Executive’s employment is terminated due to his as a result of death or Disability, the Executive (or his estate Executive’s estate, or his beneficiaries, other designated beneficiary(s) as shown in the records of the Company in the case may be, of death) shall be entitled to: to receive from the Company payment for (i) all accrued but unpaid Annual Salary through the date of termination of Executive’s employment, Accrued Benefits described in Section 5(b) above at the times specified in Section 5(b) above and (ii) any unpaid or unreimbursed expenses incurred a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in accordance with hereof, which the Executive’s termination occurs (iii) any benefits provided under determined by multiplying the Company’s employee benefit plans amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectivelyfraction, the “Accrued Obligations”numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), (iv) any unpaid such pro-rata amount to be paid in the same time and the same form as the Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall otherwise would be paid at such time annual bonuses are paid to other senior executives of the Company, (but in no event later than March 15 of 75 days after the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives end of the Company, but in no event later than March 15 of the ’s fiscal year following the fiscal year in to which such termination occurred bonus relates). Except as required by law, after the Date of Termination, the Company shall have no obligation to make any other payment, including severance or other compensation, of any kind, or provide any other benefits (subject including for any further vesting for any Class B-1 Units), to Section 7.15 of this Agreement) and (vi) all outstanding equity the Executive (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death estate, or other designated beneficiary(s), as applicable) upon a termination of employment by death or Disability. In the event that the Executive’s employment by reason is terminated as a result of a death or Disability, except as set forth in this Section 4the Class A-1 Units and the Class A-2 Units acquired by Executive pursuant to the Restricted Unit Purchase Agreement shall be subject to all of the terms and conditions of the Restricted Unit Purchase Agreement (including with respect to vesting and repurchase), and the Class B-1 Units granted to Executive under the Plan shall have no further rights be subject to any compensation or any other benefits under this Agreementall of the terms and conditions of the Plan and the applicable grant letter with respect to such Class B-1 Units (including with respect to vesting, cancellation and repurchase).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term obligations of the Company to or with respect to the Executive shall terminate in their entirety except as of the date of deathotherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties becomes eligible for disability benefits under the Agreement Company's long-term disability plans and such disability has disabled arrangements (or, if none apply, would have been so eligible under the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”most recent plan or arrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided, that, the Company will have no right to terminate the Executive's employment if, in the opinion of a qualified physician reasonably acceptable to the Company, it is reasonably certain that the Executive will be able to resume the Executive's duties on a regular full-time basis within 90 days of the date the Executive receives notice of such termination. Upon Executive’s death or in the event that Executive’s other termination of employment is terminated due to his Disabilityby virtue of disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the termination of employment other than Base Salary and other benefits, including payment for accrued but unpaid Annual Salary through unused vacation (but excluding any bonuses except as provided in the date of termination of Executive’s employment, bonus plan or in clause (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iiibelow) any benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the date of termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred); (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viii) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest become fully vested and become free exercisable; and (iii) this Agreement shall otherwise terminate upon such death or other termination of restrictions employment and all stock options there shall be exercisable in accordance no further rights with their terms. Following respect to the Executive’s death or a termination of the Executive’s employment by reason of a Disability, Executive hereunder (except as provided in Section 7.8). For the avoidance of doubt, the Executive acknowledges and agrees that the payments set forth in this Section 4, 4 constitute liquidated damages for termination of her employment during the Executive shall have no further rights to any compensation or any other benefits under this AgreementTerm upon death.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 one hundred eighty (180) days within any 12-month period (a “"Disability”"), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (ia) all accrued but unpaid Annual Salary or Annual Bonus through the date of termination of Executive’s employment, (iib) any unpaid or unreimbursed expenses incurred in accordance with Section 3.5 hereof, (iiic) any benefits provided under the Company’s employee benefit plans upon a termination of employmentemployment for such reason, in accordance with the terms contained therein (the payments and benefits referred to in clauses (ia) through (iiic) above, collectively, the “"Accrued Obligations”"), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (vd) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement), (e) for a period of 24 months after termination of employment (subject to a reduction to the extent the Executive receives comparable benefits from a subsequent employer) (the "Continuation Period"), such continuing medical benefits for the Executive and/or the Executive's eligible family members under the Company's health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (viand at such costs to the Executive) all in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have affected such benefits) (the "Continuation Benefits"), (f) any unvested outstanding equity (or equity-based) incentives and awards held by the Executive that vest on the basis of performance ("Performance-Based Awards") shall vest based on the terms set forth in the applicable award agreements underlying such Performance-Based Awards, and (g) a prorated portion (based on the number of days of employment since the immediately prior January 1st until the date of the Executive's death or Disability, as applicable, over 365) of the unvested outstanding equity (or equity-based) awards held by the Executive that vest on the basis of time ("Time-Based Awards") that would have vested on the next vesting date applicable to such Time-Based Awards shall thereupon vest and become free of restrictions and all stock options any remaining unvested Time-Based Awards shall be exercisable in accordance with their termsforfeited. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a good faith determination qualified physician chosen by the Board that Company and reasonably acceptable to the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”)Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: to receive (iA) all accrued but unpaid any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), (B) a cash payment equal to (I) the target bonus (if any) for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Companyremain in effect) on any restricted stock, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options and other equity awards, if applicable, (ii) Section 3.6 shall be exercisable apply in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, its terms and (iii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term obligations of the Company to or with respect to the Executive shall terminate in their entirety except as of the date of deathotherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties becomes eligible for disability benefits under the Agreement Company's long-term disability plans and such disability has disabled arrangements (or, if none apply, would have been so eligible under the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”most recent plan or arrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate the Executive's employment if, in the opinion of a qualified physician reasonably acceptable to the Company, it is reasonably certain that the Executive will be able to resume the Executive's duties on a regular full-time basis within 90 days of the date the Executive receives notice of such termination. Upon Executive’s death or in the event that Executive’s other termination of employment is terminated due to his Disabilityby virtue of disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than Annual Salary through and other benefits (but excluding any bonuses except as provided in the date of termination of Executive’s employment, Bonus Plan or in clause (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iiibelow) any benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination, which amount ); (ii) the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall be paid at such time annual bonuses are paid entitled to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount a cash payment equal to the target Executive's Annual Bonus, prorated to reflect Salary (as in effect on the partial year effective date of employment, which amount such termination) payable no later than 30 days after such termination; and (iii) this Agreement shall otherwise terminate upon such death or other termination of employment and there shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights with respect to any compensation or any other benefits under this Agreementthe Executive hereunder (except as provided in Section 7.14).

Termination Upon Death or Disability. If the Executive dies during Employee is unable to perform substantially and continuously the Term, the Term shall terminate duties assigned to him due to a disability as defined for purposes of the date Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of death. If there is a good faith determination by the Board that the Executive has become physically ill health or mentally incapable other disability for more than 180 consecutive days or 270 non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive Employee upon notice in writing to the ExecutiveEmployee. Upon Executive’s termination of employment due to death or disability, (i) the Employee (or the Employee’s estate or beneficiaries in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as case of the case may be, death of the Employee) shall be entitled to: (i) all to receive any Base Salary and other benefits earned and accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Employee (or the Employee’s estate or beneficiaries in the case of the death of the Employee) shall be entitled to receive a single-sum payment equal to his Base Salary; (iii) without duplication of any amounts due under clauses (i) and (ii), the Employee (or the Employee’s estate or beneficiaries in the case of the death of the Employee) shall receive a single-sum payment equal to the value of the highest bonus earned by the Employee in the one-year period preceding the date of termination, multiplied by a fraction (x) the numerator of which amount shall be paid at such time annual bonuses are paid to other senior executives is the number of the Company, but days in no event later than March 15 of the fiscal year following preceding the fiscal year in termination and (y) the denominator of which such termination occurredis 365; (iv) health insurance benefits shall continue for the Employee (and/or his covered dependents, if applicable) for a period of six months; thereafter, Employee or his dependents shall be permitted to elect COBRA continuation coverage consistent with the applicable law; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or unvested equity-based) incentives and based awards held by the Executive Employee shall thereupon fully vest and become free immediately exercisable, as applicable, subject to the terms of restrictions and all stock options such awards; (vi) the treatment of any performance-based long-term incentives shall be exercisable determined in accordance with their terms. Following the Executive’s death or a termination reasonable and good faith discretion of the ExecutiveCompensation Committee of the Board; and (vii) the Employee (or the Employee’s employment by reason estate or beneficiaries in the case of a Disability, except as set forth in this Section 4, the Executive death of the Employee) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under this Agreementthe Company’s plans and arrangements in accordance with their terms). Unless the payment is required to be delayed pursuant to Section 5.13(b) below, the cash amounts payable pursuant to clauses (i), (ii) and (iii) above shall be paid to the Employee (or the Employee’s estate or beneficiaries in the case of the death of the Employee) within 60 days following the date of his termination of employment on account of death or disability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or mentally incapable other disability for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive services arrangement hereunder upon notice in writing to the Executive. Upon termination of the services arrangement hereunder due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: to receive any Guaranteed Payment and other benefits (i) all accrued but unpaid Annual Salary through the date of including any allocations for a fiscal year completed before termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under this Agreement and the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein services arrangement hereunder but not yet paid (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued ObligationsPrior Year Allocations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended earned and accrued under this Agreement prior to the date of such termination, as well as any allocations (the “Partial Year Allocations”) under Sections 3.2 and 3.3 of this Agreement for any portion of a fiscal year completed before termination and earned and accrued but not yet paid under this Agreement prior to the termination of the services arrangement hereunder (and reimbursement under this Agreement for expenses actually incurred prior to the termination of this Agreement and the services arrangement hereunder); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a single-sum payment equal to the Guaranteed Payments that would have been paid to him for the remainder of the year in which the termination occurs; (iii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive a single-sum payment equal to the sum of (x) the Initial Annual Allocation and (y) the Supplemental Annual Allocation earned by the Executive, if any, in the fiscal year preceding the date of termination (which amount shall be paid at such time annual bonuses are paid annualized to other senior executives the extent the termination occurs prior to the completion of a full fiscal year) multiplied by a fraction (x) the Company, but numerator of which is the number of days in no event later than March 15 of the fiscal year following preceding the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viy) all outstanding equity the denominator of which is 365 and (iv) the Executive (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). Unless the payment is required to be delayed pursuant to Section 7.15(b) below, the cash amounts payable pursuant to clauses (i), (ii) and (iii) above shall be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) within 60 days following the date of his termination of the services arrangement hereunder on account of death or disability. Other than the Partial Year Allocations and Prior Year Allocations, all payments under this AgreementSection 4 shall be considered a guaranteed payment from the Company.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or mentally incapable other disability for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive services arrangement hereunder upon notice in writing to the Executive. Upon termination of the services arrangement hereunder due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: to receive any Guaranteed Payment and other benefits (i) all accrued but unpaid Annual Salary through the date of including any allocations for a fiscal year completed before termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under this Agreement and the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein services arrangement hereunder but not yet paid (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued ObligationsPrior Year Allocations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended earned and accrued under this Agreement prior to the date of such termination, as well as any allocations (the “Partial Year Allocations”) under Sections 3.2 and 3.3 of this Agreement for any portion of a fiscal year completed before termination and earned and accrued but not yet paid under this Agreement prior to the termination of the services arrangement hereunder (and reimbursement under this Agreement for expenses actually incurred prior to the termination of this Agreement and the services arrangement hereunder); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a single-sum payment equal to the Guaranteed Payments that would have been paid to him for the remainder of the year in which the termination occurs; (iii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive a single-sum payment equal to the sum of (x) the Initial Annual Allocation and (y) the Supplemental Annual Allocation earned by the Executive, if any, in the fiscal year preceding the date of termination (which amount shall be paid at such time annual bonuses are paid annualized to other senior executives the extent the termination occurs prior to the completion of a full fiscal year) multiplied by a fraction (x) the Company, but numerator of which is the number of days in no event later than March 15 of the fiscal year following preceding the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viy) all outstanding equity the denominator of which is 365 and (iv) the Executive (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). Unless the payment is required to be delayed pursuant to Section 7.14(b) below, the cash amounts payable pursuant to clauses (i), (ii) and (iii) above shall be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) within 60 days following the date of his termination of the services arrangement hereunder on account of death or disability. Other than the Partial Year Allocations and Prior Year Allocations, all payments under this AgreementSection 4 shall be considered a guaranteed payment from the Company.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term this Agreement shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or mentally incapable other disability for more than 180 consecutive or non- consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) without duplication of any amounts due under clause (i), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the annual bonus that, in the absence of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following would have been payable for the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonusoccurs, prorated to reflect the partial year of employment, which amount shall be paid payable at such time annual bonuses are paid as would have applied in the absence of such termination, with such amount to other senior executives be multiplied by a fraction (x) the numerator of which is the Company, but number of days in no event later than March 15 of the fiscal year following preceding the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viy) the denominator of which is 365; (iii) all outstanding equity (or unvested equity-basedbased awards (including, without limitation, stock options, LTIP units and restricted stock) incentives and awards held by or granted to the Executive shall thereupon fully vest and become free immediately exercisable, as applicable, and subject to the terms of restrictions such awards; and all stock options shall be exercisable in accordance with their terms. Following (iv) the Executive (or the Executive’s estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under this Agreementthe Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically becomes disabled by virtue of ill health or mentally incapable other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive (the foregoing circumstance being referred to below as a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or Disability during the Term, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all to receive any Annual Salary, bonus and other benefits earned and accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal and reimbursement under this Agreement for expenses incurred prior to the target Annual Bonusdate of termination), prorated to reflect (ii) the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity Executive (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s estate or beneficiaries in the case of the death or a termination of the Executive’s ) shall be entitled to receive (A) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (B) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect subject to the terms thereof) on any restricted stock, stock options and other equity awards; provided that, in the event of termination of employment by reason of a due to Disability, except as the Executive will only be entitled to receive the payment and accelerated vesting set forth in this Section 4, clause (ii) if the Executive executes and delivers to the Company a general release in a form reasonably acceptable to the Company, which does not require the release of any payment rights under this Section 4 or under Section 3.8, within thirty (30) days following such termination and such release becomes irrevocable at the earliest possible time under applicable law following such execution and delivery, (iii) Section 3.8 shall apply in accordance with its terms and (iv) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under rights hereunder. Any payments that the Executive is entitled to receive pursuant to clause (i) of the third sentence of this AgreementSection 4 shall be made by the Company in a single lump sum within five (5) days after termination of employment due to death or Disability. Any payment or acceleration of vesting that the Executive is entitled to receive pursuant to clause (ii) of the third sentence of this Section 4 shall be made by the Company in a single lump sum or occur, respectively, upon the 45th day after termination of employment due to death or Disability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically becomes disabled by virtue of ill health or mentally incapable other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive (the foregoing circumstance being referred to below as a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: to receive (i) all accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (iiA) any unpaid or unreimbursed expenses incurred in accordance with hereofAnnual Salary, (iii) any bonus and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions (which do not relate specifically to the performance of the Executive himself), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Companyremain in effect) on any restricted stock, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options and other equity awards, (ii) Section 3.8 shall be exercisable apply in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, its terms and (iii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board Company that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 one hundred eighty (180) days within any a twelve (12-) month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or Disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: to receive, in a lump sum payment (isubject to Section 7.17 of this Agreement) all accrued but unpaid Annual Salary through the date of termination of within thirty (30) days following Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (iA) through (iii) aboveAnnual Salary, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended and other benefits earned and accrued under this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), which amount shall be paid at such time annual bonuses are paid to other senior executives of and (B) (x) the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; Executive’s Annual Salary and (vy) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives average of the Company, but in no event later than March 15 of Annual Bonuses awarded to the fiscal year following Executive for the fiscal last two years immediately preceding the year in which such termination occurred Executive’s employment is terminated, provided, however, that if no Annual Bonus is awarded to Executive for the year (subject or two years) preceding the year in which Executive’s employment is terminated, Executive will be entitled to Section 7.15 a minimum bonus equal to 50% of this Agreement) and the Executive’s Annual Salary (vii.e., initially 125,000); (ii) all outstanding equity (or unvested equity-based) based incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, ; and (iii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically is unable to perform substantially and continuously the duties assigned to him due to a disability (as defined for purposes of the Company’s long-term disability plan then in effect or, if no such plan is in effect, by virtue of ill health or mentally incapable other disability) for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: to receive (iA) any Base Salary earned through the date of termination, (B) all other rights and benefits earned and accrued but unpaid Annual or vested under this Agreement or under any plan, program, agreement, corporate governance document or arrangement of the Company (“Company Arrangements”) prior to the date of termination, and (C) reimbursement under this Agreement for expenses incurred prior to the date of termination, in each case in accordance with the terms and conditions applicable thereto (clauses (A) through (C) collectively, the “Accrued Benefits”); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a single-sum payment by wire transfer of immediately available funds in an amount equal to the value of his Base Salary that would have been paid to him for the remainder of the year in which the termination occurs; (iii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive a single-sum payment by wire transfer of immediately available funds in an amount equal to (x) $900,000, multiplied by (y) a fraction, the numerator of which is the number of days in the calendar year through the date of termination and the denominator of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), which is 365; (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or unvested equity-based) incentives and based awards held by the Executive shall thereupon fully vest and become free immediately exercisable, as applicable, subject to the terms of restrictions such awards; and all stock options shall be exercisable in accordance with their terms. Following (v) the Executive (or the Executive’s estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company Arrangements in accordance with their terms). Unless the payment is required to be delayed pursuant to Section 7.14(b) below, the cash amounts payable pursuant to clauses (i), (ii) and (iii) above shall be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) within 60 days following the date of his termination of employment on account of death or disability. In the event that the 60 day period following such termination spans two calendar years, the amounts payable to the Executive under this AgreementSection 4 shall be paid in the later calendar year.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes permanently disabled for purposes of the long-term disability plan of the Employer for which the Executive is eligible and Executive is no longer able to work, or, in the event that there is a good faith determination by the Board that no such plan, if the Executive has become physically by virtue of ill health or mentally incapable other disability is unable to perform substantially and continuously the duties assigned to him, with or without reasonable accommodation, for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which amount in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time annual bonuses as Bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurredordinarily paid; (vii) an amount equal in the case of termination due to the target Annual Bonusdisability, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest be entitled to receive his Annual Salary for twelve (12) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the Executive during such twelve (12) month period; (iii) the Executive (or, in the case of his death, his spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive pursuant to Section 3.4 herein for a period of twelve (12) months following such termination and become free of restrictions and all stock options Company shall be exercisable continue to pay for the foregoing in accordance with their terms. Following the Executive’s death or a Section 3.4 herein as if no such termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, had occurred; and (iv) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term obligations of the Company to or with respect to the Executive shall terminate in their entirety except as of the date of deathotherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties becomes eligible for disability benefits under the Agreement Company’s long-term disability plans and such disability has disabled arrangements (or, if none apply, would have been so eligible under the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”most recent plan or arrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or Executive and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided, that, the event that Company will have no right to terminate the Executive’s employment if, in the opinion of a qualified physician reasonably acceptable to the Company, it is terminated due reasonably certain that the Executive will be able to his Disability, Executive or his estate or his beneficiaries, as resume the case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary through Executive’s duties on a regular full-time basis within 90 days of the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date Executive receives notice of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives . Upon death of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (Executive or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a upon termination of the Executive’s employment by reason virtue of a Disabilitydisability (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit under this Agreement on and after the Effective Date of the Termination (as defined below in this Section 4) other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and (ii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and there shall be no further rights with respect to the Executive hereunder (except as provided in Section 9.13). For purposes of this Section 4, the “Effective Date of the Termination” shall mean the date of death or the date on which a notice of termination by virtue of disability is given by the Company or any later date set forth in such notice of termination. For the avoidance of doubt, the Executive acknowledges and agrees that the payments set forth in this Section 44 constitute liquidated damages for termination of his employment during the Term upon his death or by virtue of his disability, provided, however, that nothing in this Section 4 shall be deemed to amend or modify the applicable terms of any agreement executed between the Executive shall have no further rights and the Company with respect to any compensation stock options or any other benefits restricted stock units granted to Executive under this Agreementthe Company’s equity incentive plans.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “"Disability”"), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in termination of employment of the event that Executive’s employment is terminated Executive due to his death or Disability, (i) the Executive (or his the Executive's estate or his beneficiaries, as beneficiaries in the case may be, of the death of the Executive) shall be entitled to: to receive, in a lump sum payment (isubject to Section 8.16 of this Agreement) all accrued but unpaid Annual Salary through the date of termination of within 30 days following Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a 's termination of employment, in accordance with the terms contained therein : (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (ivx) any unpaid Annual Salary, Annual Bonus in respect of any completed fiscal year that had ended and other benefits earned and accrued under this Agreement but not yet 24005515808-v5 - 3 - 80-40750027 paid prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid as well as any other amounts or benefits required by applicable law (and reimbursement under this Agreement for expenses incurred prior to other senior executives the date of termination) (the Company, but "Accrued Benefits") and (y) a pro rata (based on the number of days employed in no event later than March 15 of the fiscal year following of termination) target Annual Bonus for the fiscal year in which his termination of employment occurs; (ii) for a period of 24 months after termination of employment, such continuing medical benefits under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive and/or the Executive’s eligible beneficiaries would have received under this Agreement (and at such costs to the Executive or the Executive’s estate, as applicable) in the absence of such termination occurred; (vbut not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits) (or, if such continuation of subsidized coverage would violate Section 105(h) of the Code, the Company will make monthly payments to the Executive in an amount so that after payment of taxes on the payments, the Executive retains an amount equal to the target Annual Bonus, prorated monthly premium he is required to reflect pay to continue the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) coverage); and (viiii) all outstanding equity (or equity-based) incentives and awards held by Executive (or, in the Executive case of his death, his estate and beneficiaries) shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following terms and shall not expire prior to the Executive’s death or a termination first anniversary of the Executive’s employment by reason date of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreementtermination.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled for purposes of the long-term disability plan of the Employer for which the Executive is eligible, or, in the event that there is a good faith determination by the Board that no such plan, if the Executive has become physically by virtue of ill health or mentally incapable other disability is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which amount in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time annual bonuses as Bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurredordinarily paid; (vii) an amount equal in the case of termination due to the target Annual Bonusdisability, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free be entitled to receive his Annual Salary for the lesser of restrictions and all stock options shall be exercisable in accordance with their terms. Following six (6) months following such termination, or the period until long term disability insurance benefits commence under disability coverage furnished by the Employer to the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, ; and (iii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled for purposes of the long-term disability plan of the Employer for which the Executive is eligible, or, in the event that there is a good faith determination by the Board that no such plan, if the Executive has become physically by virtue of ill health or mentally incapable other disability is unable to perform substantially and continuously the duties assigned to him for more than one hundred eighty (180) consecutive or non-consecutive days out of performing his duties under any consecutive twelve (12) month period, then the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”), the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which amount in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time annual bonuses as Bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurredordinarily paid; (vii) an amount equal in the case of termination due to the target Annual Bonusdisability, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest be entitled to receive his Annual Salary for twelve (12) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the Executive during such twelve (12) month period; (iii) the Executive (or, in the case of his death, his spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive for which he received reimbursement for pursuant to Section 3.4 herein for a period of twelve (12) months following such termination and become free of restrictions and all stock options Company shall be exercisable continue to pay for the foregoing in accordance with their terms. Following the Executive’s death or a Section 3.4 herein as if no such termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, had occurred; and (iv) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term obligations of the Company to or with respect to Executive shall terminate in their entirety except as of the date of deathotherwise provided under this Section 4.1. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties becomes eligible for disability benefits under the Agreement Company’s long-term disability plans and such arrangements (or, if none, if Executive by virtue of ill health or other disability has disabled is unable to perform substantially and continuously the Executive duties assigned to her for a cumulative period at least one hundred twenty (120) consecutive or non-consecutive days out of 180 days within any consecutive twelve (12-) month period (a “Disability”period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to Executive; provided that the Executive. Upon Executive’s death or in the event that Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is terminated due substantially certain that Executive will be able to his Disabilityresume Executive’s duties on a regular full-time basis within thirty (30) days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or his Executive’s estate or his beneficiaries, as beneficiaries in the case may be, of the death of Executive) shall be entitled to: have no right to receive any compensation or benefits hereunder on and after the effective date of the termination of employment other than (i) all accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination, which amount shall be paid at such time annual bonuses are paid ); (ii) a cash payment equal to other senior executives the prorated portion of the CompanyAnnual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates, but payable within the seventy (70) day period commencing on the date of Executive’s separation from service; provided, however, if the Compensation Committee has not set a “target” level Annual Bonus for the Contract Year in no event later than March 15 of which Executive’s employment hereunder terminates then the fiscal cash payment will be calculated using the “target” level Annual Bonus for the calendar year following immediately preceding the fiscal calendar year in which such the date of termination occurredoccurs; (viii) an amount equal elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company she had been granted which she then continues to hold, to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time annual bonuses are paid to other senior executives of the Company, but time-based vesting conditions) will continue in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable effect in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth may otherwise be provided to the contrary in this Section 4the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two (2) months of Executive’s Annual Salary payable no later than ten (10) days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one (1) year following the date of termination; and (v) Executive (or, in the case of her death, her estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder.

Termination Upon Death or Disability. If the Executive Employee dies during the Term, the Term this Agreement shall terminate as of Employee's death to the date of deathextent described below in this Section 4. If there Employee by virtue of "disability" (as determined below) is a good faith determination by unable to perform substantially all of the Board that the Executive has become physically or mentally incapable of performing his Employee's duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”)hereunder, the Company shall have the rightshall, to the extent permitted by law, have the right to terminate the employment of the Executive Employee upon notice in writing to the ExecutiveEmployee. Upon Executive’s death or other termination of employment by virtue of such disability, (i) Employee (or Employees estate or beneficiaries in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as case of the case may be, death of Employee) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employmentand Benefit Plan benefits theretofore earned or accrued under this Agreement, (ii) any unpaid or unreimbursed and reimbursement under Section 5 for expenses incurred in accordance with hereofincurred, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount and (ii) this Agreement shall otherwise terminate upon such death or other termination of employment and there shall be paid at such time annual bonuses are paid no further rights with respect to Employee hereunder; provided that no provision of this Agreement shall limit any of Employee's rights (or the rights of Employee's estate or beneficiaries) otherwise set forth under any insurance, pension or other senior executives benefit programs of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in Company for which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount Employee shall be paid eligible at the time of such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination disability. For purposes of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, Employee shall be deemed to have incurred a "disability" if, because of injury or sickness, Employee cannot for a period of one hundred and twenty (120) days in a consecutive 365-day period, perform substantially all of the Executive shall have no further rights essential duties of Employee's regular occupation, unless, such inability to any compensation or any other benefits adequately perform services under this AgreementAgreement is pursuant to a mental or physical incapacity or disability covered by the Family Medical Leave Act, in which case such one hundred and twenty (120) day period shall be extended to a one hundred and eighty (180) day period.

Termination Upon Death or Disability. If In the Executive dies during event that your employment with the TermCompany is terminated as a result of your death or permanent disability then (i) all options which have been vested shall continue to be exercisable in accordance with the terms of the Company’s stock option plan and applicable legal requirements; (ii) the Company shall pay to you, your estate or your designated trust, as applicable, all payments of Base Salary accrued but unpaid on the Term date of termination, as well as all expenses incurred to the date of termination, shall be due and payable to within the required timeframe allowed by law and all further compensation by the Company to you hereunder shall terminate as of the date of death. If there is a good faith determination by termination; and (iii) you shall be entitled to continue medical and dental insurance coverage for yourself and your dependents, at your expense, at the Board that the Executive has become physically or mentally incapable same level of performing his duties coverage as was provided to you under the Agreement and such Company’s Health Care Coverage by electing COBRA in accordance with applicable law. For purposes hereof, the term “permanent disability” shall mean your inability to perform your duties as they exist at the time disability has disabled the Executive commences on account of illness, accident or other physical or mental incapacity which shall continue for a cumulative consecutive period of 180 ninety (90) days within or an aggregate of one hundred twenty (120) days in any 12consecutive twelve-month period (period. Termination without Cause or resignation as a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment result of the Executive upon notice in writing to the ExecutiveConstructive Termination. Upon Executive’s death or in In the event that Executive’s your employment with the Company is terminated due to his Disabilityby the Company without Cause or through your resignation as a result of Constructive Termination, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: then (i) all accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, options which have been vested shall continue to be exercisable in accordance with the terms contained therein of the Company’s stock option plan and applicable legal requirements; (ii) all payments of Base Salary accrued but unpaid on the payments date of termination, as well as all expenses incurred to the date of termination, shall be due and benefits referred payable to in clauses (i) through you immediately; (iii) above, collectively, unvested options will forfeit back to the “Accrued Obligations”)Company on the date of termination, (iv) any unpaid Annual Bonus the Company shall pay to you a severance payment, in respect monthly installments, equal to your Base Salary for a period of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Companythree (3) months, but in no event later than March 15 of the fiscal year following the fiscal year in which only if such termination occurred; occurs subsequent to your achieving a satisfactory performance review as given by the CEO and (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount Company shall be paid at such time annual bonuses are paid responsible for all costs relating to other senior executives of maintaining your Health Care Coverage for you and your dependents under COBRA during the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options severance period. You shall be exercisable entitled to continue medical and dental insurance coverage for yourself and your dependents for the remaining period, at your expense in accordance with applicable law. However, such Health Care Coverage shall terminate upon your obtaining alternative Health Care Coverage (after completing any waiting periods for such coverage to become effective.) Authorization to Work. Federal government regulations require that all prospective employees present documentation verifying their termsidentity and demonstrating that they are authorized to work in the United States. Following the Executive’s death or a termination of the Executive’s employment by reason of a DisabilityIf you have any questions about this requirement, except as set forth in this Section 4which applies to U.S. citizens and non-U.S. citizens alike, the Executive shall have no further rights to any compensation or any other benefits under this Agreementplease contact our Human Resources Department.

Termination Upon Death or Disability. If the Executive dies during the TermEmployment Period, the Term Executive’s employment with the Company shall terminate be deemed terminated as of the date of death. , and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 7B. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period becomes Disabled (a “Disability”as defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon 30 days prior written notice in writing to the Executive. Upon termination of employment due to the death or Disability of Executive, Executive (or Executive’s death estate or beneficiaries in the event that case of the death of Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled toto receive the Required Payments; and Executive shall also be entitled to the following: (i) all accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided annual target bonus under Section 3B for the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended immediately prior to the date year of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but termination (in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the time of such termination) and a pro-rated share of Executive’s annual target Annual Bonus, prorated to reflect bonus under Section 3B for the partial year of employmentsuch termination (in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the time of such termination), which amount bonus amounts shall be paid at the earlier of (A) such time annual bonuses are paid to other senior executives of as the CompanyCompany regularly pays bonuses, but in or (B) no event later than March 15 of the fiscal year 2 1⁄2 months following the fiscal calendar year in which the termination occurs; and (ii) continuation of his Annual Salary following such termination occurred for a period of one year, which shall be payable in accordance with the Company’s standard pay schedules; and (subject iii) in the case of termination due to Section 7.15 Disability, the Company shall reimburse Executive’s COBRA payments for Executive’s health insurance benefits for a period of one year. For the purposes of this Agreement) , “Disability” shall mean a physical or mental impairment which, the Board of Directors determines, after consideration and (vi) all outstanding equity (or equity-based) incentives and awards held by implementation of reasonable accommodations, precludes the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death from performing his essential job functions for a period longer than three consecutive months or a termination total of the Executive’s employment by reason of a Disability, except as set forth one hundred twenty (120) days in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreementtwelve month period.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a good faith determination qualified physician chosen by the Board that Company and reasonably acceptable to the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”)Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: to receive (i) all accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (iiA) any unpaid or unreimbursed expenses incurred in accordance with hereofAnnual Salary, (iii) any bonus and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Companyremain in effect) on any restricted stock, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options and other equity awards, (ii) Section 3.8 shall be exercisable apply in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, its terms and (iii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).

Termination Upon Death or Disability. If the Executive dies during the ------------------------------------ Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable becomes disabled for purposes of performing his duties under the Agreement and such long-term disability has disabled plan of the Company for which the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”)is eligible, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s termination of employment due to death or disability, the Executive (or the Executive's estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: to receive (i) all accrued any Annual Salary and other benefits earned under this Agreement but unpaid Annual Salary through prior to the date of termination of the Executive’s 's employment, (ii) any unpaid a pro-rata payment of the Executive's target annual bonus through the date of the termination of the Executive's employment due to death or unreimbursed expenses incurred in accordance with hereofdisability, (iii) any benefits provided under payment in respect of accrued but unused vacation time prior to the Company’s employee benefit plans termination of the Executive's employment and (iv) reimbursement for expenses properly incurred prior to the termination of the Executive's employment. In addition, upon a termination due to death or disability, the Executive shall receive (i) payment, at the time awards under the MRP are otherwise paid, of employment100% of the MRP award to the extent not previously paid, and (ii) payment, at the time the next installment award would otherwise have been paid under the DRP, of the next installment award under the DRP, which will be determined with individual performance targets treated as if they were fully achieved and based on corporate performance targets actually achieved in respect of that award. The Executive shall also continue to receive payments in respect of those options that were not vested immediately prior to the Effective Time but which have an exercise price that is less than the Per Share Amount (as defined in the Merger Agreement), at the time such payments would otherwise have been made in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as vesting schedule set forth in this Section 4such option agreement. The Executive (or, in the Executive case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder except as required by law.

Termination Upon Death or Disability. If the Executive dies during the Employment Term, the Employment Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 7.1. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period becomes Disabled (a “Disability”as defined below), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death For purposes of this Agreement, the Executive will only be considered “Disabled” if the Executive is unable by reason of accident or in illness (including mental illness) to perform essential job functions of his position for more than 180 consecutive days with reasonable accommodation that does not cause undue hardship. “Disability” will be determined by a physician reasonably acceptable to the event that Executive’s employment Company and Executive or his legal representatives. If the Executive is terminated due to his Disabilitydeath or by reason of becoming Disabled, (i) the Executive (or his the Executive’s estate or his beneficiaries, as beneficiaries in the case may be, of the death of the Executive) shall be entitled to: to (iA) all accrued but unpaid any Annual Salary through earned prior to the date of termination of Executive’s employment, (iiB) any unpaid or unreimbursed reimbursement under this Agreement for expenses incurred in accordance with hereof, (iii) any benefits provided under prior to the Company’s employee benefit plans upon a termination of employment; (C) payment for any earned but unused vacation days, in accordance with (D) any other amounts to which Executive is legally entitled to as of the terms contained therein date of his termination (the payments and benefits referred to amounts in clauses (iA) through and including (iiiD) above, collectively, being the “Accrued ObligationsAmounts”), and (ivE) any unpaid Annual Bonus in respect outstanding options held by Executive to the extent vested as of any completed fiscal year that had ended prior to the date of such termination, which amount shall termination may be paid at such time annual bonuses are paid to other senior executives exercised by Executive or Executive’s estate for a period of the Company, but in no event later than March 15 of the fiscal one year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable employment in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 47.1, and (ii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under rights hereunder. Any payments made pursuant to this AgreementSection 7.1 shall be made within thirty (30) days of the termination of the Executive’s employment with the Company.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or mentally incapable other disability for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive services arrangement hereunder upon notice in writing to the Executive. Upon termination of the services arrangement hereunder due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: to receive any Guaranteed Payment and other benefits (i) all accrued but unpaid Annual Salary through the date of including any allocations under Sections 3.2 and 3.3 for any period completed before termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under this Agreement and the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein services arrangement hereunder (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued ObligationsPrior Period Allocations”)) earned and accrued under this Agreement, (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended but not yet paid, prior to the date of such termination, which amount termination (and reimbursement under this Agreement for expenses actually incurred prior to the termination of this Agreement and the services arrangement hereunder); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be paid at such time annual bonuses are entitled to receive a single-sum payment equal to the Guaranteed Payments that would have been paid to other senior executives him for the remainder of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such the termination occurredoccurs; (viii) an amount the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive a single-sum payment equal to (x) the target Annual Bonus, prorated to reflect Allocation and any Supplemental Allocations for the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year period in which the termination occurs to which the Executive would have been entitled if a termination had not occurred in such period, multiplied by (y) a fraction (1) the numerator of which is the number of days in such period preceding the termination occurred (subject to Section 7.15 of this Agreement) and (vi2) the denominator of which is the total number of days in such period, (iv) all outstanding unvested equity based awards (or equity-basedincluding, without limitation, stock options and restricted stock) incentives and awards held by the Executive shall thereupon fully vest and become free immediately exercisable, as applicable, subject to the terms of restrictions such awards, and all stock options shall be exercisable in accordance with their terms. Following (v) the Executive (or the Executive’s estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). Unless the payment is required to be delayed pursuant to Section 7.15(b) below or as otherwise provided in Section 5.5 below, (x) the cash amounts payable pursuant to clauses (i) and (ii) above shall be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) within 60 days following the date of his termination of the services arrangement hereunder on account of death or disability, and (y) the cash amounts payable pursuant to clause (iii) above shall be paid in accordance with Section 3.2 at such time when the Allocation would otherwise be scheduled to be paid but for such termination under this Agreement. Other than the Prior Period Allocations (to which Section 3.9 shall apply), all payments under this Section 4 shall be treated and reported for United States federal income tax purposes as 707(c) Payments made by the Company to Executive (unless the Company, in consultation with its tax advisor(s), has otherwise determined, in which case such payments shall be treated and reported as so otherwise determined).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or mentally incapable other disability for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of Executive’s employment, termination); (ii) without duplication of any unpaid amounts due under clause (i), the Executive (or unreimbursed expenses incurred the Executive’s estate or beneficiaries in accordance the case of the death of the Executive) shall receive an amount equal to the Annual Bonus that, in the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of such termination, with hereof, such amount to be multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iii) all outstanding unvested equity-based awards (including, without limitation, stock options and restricted stock) held by the Executive shall fully vest and become immediately exercisable, as applicable, and subject to the terms of such awards; and (iv) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable arrangements in accordance with their terms). Following the Executive’s death or a Upon any termination of the Executive’s employment by reason of a Disability, except as set forth in for Disability under this Section 4, the Executive shall have no further rights promptly resign from all positions he then holds with the Company and any of its subsidiaries, including but not limited to any compensation membership on the Board or on the board of directors of any other benefits under this Agreementsubsidiary of the Company.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “"Disability”"), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary or Annual Bonus through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with Section 3.5 hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “"Accrued Obligations”"), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement), (v) for a period of 24 months after termination of employment, such continuing medical benefits for the Executive and/or the Executive's eligible family members under the Company's health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (and at such costs to the Executive) in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have affected such benefits), (vi) all outstanding equity (or equity-based) incentives and awards granted upon the completion of the Company's IPO and the Formation Transactions held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their termsterms and (vii) a prorated portion (based on the number of days of employment during a fiscal year until the date of the Executive's death or Disability, as applicable, over 365) of any other unvested outstanding equity (or equity-based) awards held by the Executive that would have vested in the fiscal year in which such termination occurs shall thereupon vest and become free of restrictions and any remaining portion of such awards will be forfeited. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term obligations of the Company to or with respect to the Executive shall terminate in their entirety except as of the date of deathotherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties becomes eligible for disability benefits under the Agreement Company’s long-term disability plans and such disability has disabled arrangements (or, if none apply, would have been so eligible under the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”most recent plan or arrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or Executive and such termination in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may and of itself shall not be, nor shall it be entitled to: (i) all accrued but unpaid Annual Salary through the date of termination of Executive’s employmentdeemed to be, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 breach of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by . Upon death of the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a upon termination of the Executive’s employment by reason virtue of disability the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit under this Agreement on and after the Effective Date of the Termination (as defined below in this Section 4) other than the Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, a Disabilitypro-rata bonus for the year of termination based on the target and portion of year completed, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination). In the event of termination by virtue of disability, in addition to the foregoing, the Executive will also be entitled to monthly cash payments equal to one twelfth (1/12th) of the Executive’s Annual Salary in effect on the day of termination for a period of twelve (12) months. This Agreement shall otherwise terminate upon the Effective Date of the Termination and there shall be no further rights with respect to the Executive hereunder (except as provided in Section 7.13). For purposes of this Section 4, the “Effective Date of the Termination” shall mean the date of death or the date on which a notice of termination by virtue of disability is given by the Company or any later date set forth in such notice of termination. For the avoidance of doubt, the Executive acknowledges and agrees that the payments set forth in this Section 4, 4 constitute liquidated damages for termination of his employment during the Executive shall have no further rights to any compensation Term upon his death or any other benefits under this Agreementby virtue of his disability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term obligations of the Company to or with respect to Executive shall terminate in their entirety except as of the date of deathotherwise provided under this Section 4.1. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties becomes eligible for disability benefits under the Agreement Company’s long-term disability plans and such arrangements (or, if none, if Executive by virtue of ill health or other disability has disabled is unable to perform substantially and continuously the Executive duties assigned to him for a cumulative period at least 120 consecutive or non-consecutive days out of 180 days within any consecutive 12-month period (a “Disability”period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to Executive; provided that the Executive. Upon Executive’s death or in the event that Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is terminated due substantially certain that Executive will be able to his Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary through resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred employment by virtue of disability in accordance with hereofthis Section 4.1, Executive (iiior Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefits provided under hereunder on and after the Company’s employee benefit plans upon a effective date of the termination of employment, in accordance with the terms contained therein employment other than (the payments a) Annual Salary and other benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended earned and accrued under this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred); (vb) an amount a cash payment equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives portion of the Company, but in no event later than March 15 of Annual Bonus at the fiscal year following “target” level for the fiscal year Contract Year or partial Contract Year in which Executive’s employment hereunder terminates, payable within the 70-day period commencing on the date of Executive’s separation from service; (c) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such termination occurred (subject to Section 7.15 of this Agreementtime-based vesting conditions) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable will continue in effect in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth may otherwise be provided to the contrary in this Section 4the applicable award agreements); (d) in the event of Executive’s death, (i) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (ii) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (e) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death. If there is a good faith determination by , and the Board that obligations of the Company to or with respect to the Executive has become physically or mentally incapable of performing his duties shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If, during the Agreement and such disability has disabled Term, the Executive is unable to perform substantially and continuously the duties assigned to him due to a disability (as defined for a cumulative period purposes of the Company’s long-term disability plan then in effect or, if no such plan is in effect, by virtue of ill health or other disability) for more than 180 consecutive or non-consecutive days within out of any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the Term and the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in termination of the event that Term and the Executive’s employment is terminated due to his Disabilitydeath or disability during the Term, (i) the Executive (or his the Executive’s estate or his beneficiaries, as beneficiaries in the case may be, of the death of the Executive) shall be entitled to: to receive (iA) any Base Salary earned through the date of termination, (B) any Performance Bonus determined by the Company to be earned and payable, but not yet paid in respect of any fiscal year completed before the date of termination, (C) all other rights and benefits earned and accrued but unpaid Annual or vested under this Agreement or under any plan, program, agreement, corporate governance document or arrangement of the Company (“Company Arrangements”) prior to the date of termination, and (D) reimbursement under this Agreement for expenses incurred prior to the date of termination, in each case in accordance with the terms and conditions applicable thereto (clauses (A) through (D) collectively, the “Accrued Benefits”); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a single-sum payment by wire transfer of immediately available funds in an amount equal to the value of his Base Salary that would have been paid to him for the remainder of the calendar year in which the termination occurs; (iii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive a single-sum payment by wire transfer of immediately available funds in an amount equal to (x) (I) $875,000, if the date of termination occurs on or prior to December 31, 2013, or (II) $1,500,000, if the date of termination occurs on or after January 1, 2014, multiplied, in each case, by (y) a fraction, the numerator of which is the number of days in the calendar year through the date of termination and the denominator of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), which is 365; (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or unvested equity-based) incentives and based awards held by the Executive shall thereupon fully vest and become free immediately exercisable, as applicable, subject to the terms of restrictions such awards; and all stock options shall be exercisable in accordance with their terms. Following (v) the Executive (or the Executive’s estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company Arrangements in accordance with their terms). Unless the payment is required to be delayed pursuant to Section 7.14(b) below, the cash amounts payable pursuant to clauses (i), (ii) and (iii) above shall be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) within 60 days following the date of his termination of employment on account of death or disability. In the event that the 60 day period following such termination spans two calendar years, the amounts payable to the Executive under this AgreementSection 4 shall be paid in the later calendar year.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or mentally incapable other disability for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)and Executive’s disability is confirmed in writing by an independent physician, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Executive shall be entitled to receive an amount equal to his Annual Salary for the remainder of the year in which such termination occurs; (iii) without duplication of any amounts due under clauses (i) and (ii), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the annual bonus that, in the absence of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following would have been payable for the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonusoccurs, prorated to reflect the partial year of employment, which amount shall be paid payable at such time annual bonuses are paid as would have applied in the absence of such termination, with such amount to other senior executives be multiplied by a fraction (x) the numerator of which is the Company, but number of days in no event later than March 15 of the fiscal year following preceding the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viy) the denominator of which is 365; (iv) all outstanding equity (or unvested equity-based) incentives and based awards pursuant to the Plan held by the Executive shall thereupon fully vest and become free immediately exercisable, as applicable, and subject to the terms of restrictions such awards; and all stock options shall be exercisable in accordance with their terms. Following (v) the Executive (or the Executive’s estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under this Agreementthe Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board Company that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 one hundred eighty (180) days within any a twelve (12-) month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or Disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: to receive, in a lump sum payment (isubject to Section 7.18 of this Agreement) all accrued but unpaid Annual Salary through the date of termination of within thirty (30) days following Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (iA) through (iii) aboveAnnual Salary, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended and other benefits earned and accrued under this Agreement prior to the date of such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), which amount shall be paid at such time annual bonuses are paid to other senior executives (B) (x) two times Annual Salary and (y) two times the average of the Company, but in no event later than March 15 of Annual Bonuses awarded to the fiscal year following Executive for the fiscal last two years immediately preceding the year in which such termination occurred; Executive’s employment is terminated, provided, however, that if no Annual Bonus is awarded to Executive for the year (vor two years) an amount equal to preceding the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred Executive’s employment is terminated, Executive will be entitled to a minimum bonus equal to 50% of the Executive’s Annual Salary (subject to Section 7.15 of this Agreement) i.e., initially $375,000 x 2), and (viC) the Executive’s car allowance for one (1) year; (ii) all outstanding equity (or unvested equity-based) based incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, ; and (iii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder.

Termination Upon Death or Disability. If This Agreement shall ------------------------------------ terminate automatically upon Executive's death. In the Executive dies during the Term, the Term shall terminate event of termination of Executive's employment as of the date a result of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all continue to pay to Executive's estate, on a monthly basis, his Base Salary for a period of six (6) months from the date of death and (ii) any other amounts earned, accrued but unpaid Annual Salary or owing to Executive under this Agreement through the date of termination death but not yet paid. Furthermore, all stock options vested at the time of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with death shall remain exercisable for the remainder of the terms relating to such stock options. This Agreement shall terminate at the option of the Company if Executive shall suffer "disability." For purpose hereof, "disability" shall be defined to mean Executive's inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for a period of sixty (iii60) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to days from the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives disability as determined by an approved medical doctor selected by the mutual agreement of the Companyparties hereto. In the event that the parties hereto cannot agree on an approved medical doctor, but each party shall select a medical doctor and the two doctors shall select a third medical doctor who shall serve as the approved medical doctor hereunder. The Company shall notify Executive in no writing of its decision to terminate this Agreement due to Executive's disability. In the event later than March 15 of termination of Executive's employment as a result of "disability," the fiscal year following Company shall (i) pay to Executive, on a monthly basis, for a period of six (6) months from the fiscal year in which such termination occurred; (v) date of disability, an amount equal to his monthly Base Salary minus any monthly payment received by Executive from any Company purchased disability policy and (ii) continue Executive's participation in Company benefit plans in which he participated immediately prior to such termination for a period equal to the target Annual Bonus, prorated to reflect lessor of (A) twelve (12) months or (B) the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives remainder of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 term of this Agreement) and (vi) . Furthermore, upon any such termination by reason of "disability," all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all vested stock options shall be remain exercisable in accordance with for the remainder of their respective terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term obligations of the Company to or with respect to the Executive shall terminate in their entirety except as of the date of deathotherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties becomes eligible for disability benefits under the Agreement Company’s long-term disability plans and such disability has disabled arrangements (or, if none apply, would have been so eligible under the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”most recent plan or arrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or Executive and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided, that, the event that Company will have no right to terminate the Executive’s employment if, in the opinion of a qualified physician reasonably acceptable to the Company, it is terminated due reasonably certain that the Executive will be able to his Disability, resume the Executive’s duties on a regular full-time basis within 90 days of the date the Executive receives notice of such termination. Upon death or his estate or his beneficiaries, as the case may be, shall be entitled to: other termination of employment by virtue of disability (i) all accrued but unpaid the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives Effective Date of the CompanyTermination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but in no event later than March 15 unused vacation, earned and accrued under this Agreement prior to the Effective Date of the fiscal year following Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the fiscal year in which such termination occurred; (vEffective Date of the Termination) and an amount equal to the target product of (x) the Executive’s Target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of Bonus (hereafter defined) for the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or disability and (y) a termination fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Executive’s employment by reason of a DisabilityTermination, except as set forth in this Section 4, and the Executive shall have no further rights to any compensation or any other benefits under this Agreement.denominator of

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or mentally incapable other disability for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination);(ii) the Executive shall be entitled to receive an amount equal to his Annual Salary for the remainder of the year in which termination occurs; (iii) without duplication of any amounts due under clauses (i) and (ii), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the annual bonus that, in the absence of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following would have been payable for the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonusoccurs, prorated to reflect the partial year of employment, which amount shall be paid payable at such time annual bonuses are paid as would have applied in the absence of such termination, with such amount to other senior executives be multiplied by a fraction (x) the numerator of which is the Company, but number of days in no event later than March 15 of the fiscal year following preceding the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viy) the denominator of which is 365; (iv) all outstanding equity (or unvested equity-based) incentives and based awards pursuant to the Plan held by the Executive shall thereupon fully vest and become free immediately exercisable, as applicable, and subject to the terms of restrictions such awards; and all stock options shall be exercisable in accordance with their terms. Following (v) the Executive (or the Executive’s estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under this Agreementthe Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Employment Term, the Employment Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 7.1. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period becomes Disabled (a “Disability”as defined below), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death For purposes of this Agreement, the Executive will only be considered “Disabled” if the Executive is unable by reason of accident or in illness (including mental illness) to perform essential job functions of his position for more than 180 consecutive days with reasonable accommodation that does not cause undue hardship. “Disability” will be determined by a physician reasonably acceptable to the event that Executive’s employment Company and Executive or his legal representatives. If the Executive is terminated due to his Disabilitydeath or by reason of becoming Disabled, (i) the Executive (or his the Executive’s estate or his beneficiaries, as beneficiaries in the case may be, of the death of the Executive) shall be entitled to: to (iA) all accrued but unpaid Annual Salary through any wages earned prior to the date of termination of Executive’s employment, (iiB) any unpaid or unreimbursed reimbursement under this Agreement for expenses incurred in accordance with hereof, (iii) any benefits provided under prior to the Company’s employee benefit plans upon a termination of employment; (C) payment for any earned but unused vacation days, in accordance with (D) any other amounts to which Executive is legally entitled to as of the terms contained therein date of his termination (the payments and benefits referred to amounts in clauses (iA) through and including (iiiD) above, collectively, being the “Accrued ObligationsAmounts”), and (ivE) any unpaid Annual Bonus in respect outstanding options held by Executive to the extent vested as of any completed fiscal year that had ended prior to the date of such termination, which amount shall termination may be paid at such time annual bonuses are paid to other senior executives exercised by Executive or Executive’s estate for a period of the Company, but in no event later than March 15 of the fiscal one year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable employment in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 47.1, and (ii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under rights hereunder. Any payments made pursuant to this AgreementSection 7.1 shall be made within thirty (30) days of the termination of the Executive’s employment with the Company.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board Company that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 one hundred eighty (180) days within any a twelve (12-) month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in Notwithstanding the event that foregoing, prior to a termination of the Executive’s employment is terminated due to his Disability, the Executive may require that an independent physician acceptable to both the Company and the Executive be engaged (at the expense of the Company) to determine if the Executive has suffered a Disability (as defined under this Agreement). Upon termination of employment due to death or his Disability (i) the Executive (or the Executive’s estate or his beneficiaries, as beneficiaries in the case may be, of the death of the Executive) shall be entitled to: to receive, in a lump sum payment (isubject to Section 7.16 of this Agreement) all within thirty (30) days following the Executive’s termination of employment, (A) Annual Salary, Annual Bonus and other benefits earned and accrued but unpaid Annual Salary through under this Agreement prior to the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed and reimbursement under this Agreement for expenses incurred in accordance with hereof, prior to the date of termination) (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), and (ivB) any unpaid (x) the Executive’s Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; Salary and (vy) an amount equal to the target average of the Annual BonusBonuses awarded to the Executive for the last two years immediately preceding the year in which the Executive’s employment is terminated, prorated provided, however, that if no Annual Bonus is awarded to reflect the partial Executive for the year (or two years) preceding the year in which the Executive’s employment is terminated, the Executive will be entitled to a minimum bonus equal to 50% of the Executive’s Annual Salary (i.e., initially $195,000); (ii) for a period of twelve (12) months after the termination of the Executive’s employment, which amount shall be paid at such time annual bonuses are paid continuing medical and dental benefits under the Company’s health plans and programs applicable to other senior executives of the Company, but Company generally as the Executive would have received under this Agreement (and at such costs to the Executive) in no event later than March 15 the absence of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and such benefits, “Continuing Health Benefits”); (viiii) all outstanding equity (or unvested equity-based) based incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, ; and (iv) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder. In the event the Company decides, in its sole discretion, to acquire a life insurance policy on the life of the Executive, the Executive may (or may not, in the Executive’s sole discretion) agree to cooperate and provide all information reasonably necessary for the Company to acquire such life insurance policy.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term This Agreement shall terminate ------------------------------------ automatically upon Executive's death. In the event of termination of Executive's employment as of the date a result of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all continue to pay to Executive's estate, on a monthly basis, his Base Salary for a period of six (6) months from the date of death and (ii) any other amounts earned, accrued but unpaid Annual Salary or owing to Executive under this Agreement through the date of termination death but not yet paid. Furthermore, all stock options vested at the time of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with death shall remain exercisable for the remainder of the terms relating to such stock options. This Agreement shall terminate at the option of the Company if Executive shall suffer "disability." For purpose hereof, "disability" shall be defined to mean Executive's inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for a period of sixty (iii60) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to days from the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives disability as determined by an approved medical doctor selected by the mutual agreement of the Companyparties hereto. In the event that the parties hereto cannot agree on an approved medical doctor, but each party shall select a medical doctor and the two doctors shall select a third medical doctor who shall serve as the approved medical doctor hereunder. The Company shall notify Executive in no writing of its decision to terminate this Agreement due to Executive's disability. In the event later than March 15 of termination of Executive's employment as a result of "disability," the fiscal year following Company shall (i) pay to Executive, on a monthly basis, for a period of six (6) months from the fiscal year in which such termination occurred; (v) date of disability, an amount equal to his monthly Base Salary minus any monthly payment received by Executive from any Company purchased disability policy and (ii) continue Executive's participation in Company benefit plans in which he participated immediately prior to such termination for a period equal to the target Annual Bonus, prorated to reflect lessor of (A) twelve (12) months or (B) the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives remainder of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 term of this Agreement) and (vi) . Furthermore, upon any such termination by reason of "disability," all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all vested stock options shall be remain exercisable in accordance with for the remainder of their respective terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically by virtue of ill health or mentally incapable other disability is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in ; provided, however, that, the event that Company will have no right to terminate the Executive’s employment for disability under this Section 4 if, in the opinion of a qualified physician reasonably acceptable to the Company, it is terminated reasonably certain that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 60 days of the date the Executive receives notice of such termination. Upon termination of employment due to his Disabilitydeath or disability, (i) the Executive (or his the Executive’s estate or his beneficiaries, as beneficiaries in the case may be, of the death of the Executive) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employmentSalary, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended and other benefits earned and accrued under this Agreement prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal and reimbursement under this Agreement for expenses incurred prior to the target Annual Bonusdate of termination), prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viii) all outstanding equity (or unvested equity-basedbased awards (including, without limitation, stock options and restricted stock) incentives and awards held by the Executive shall thereupon fully vest and become free immediately exercisable, as applicable, subject to the other terms of restrictions such awards, and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, (iii) except as set forth in this Section 4otherwise required under applicable law, the Executive (or, in the event of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board Company that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 one hundred eighty (180) days within any a twelve (12-) month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in Notwithstanding the event that foregoing, prior to a termination of the Executive’s employment is terminated due to his Disability, the Executive may require that an independent physician acceptable to both the Company and the Executive be engaged (at the expense of the Company) to determine if the Executive has suffered a Disability (as defined under this Agreement). Upon termination of employment due to death or his Disability (i) the Executive (or the Executive’s estate or his beneficiaries, as beneficiaries in the case may be, of the death of the Executive) shall be entitled to: to receive, in a lump sum payment (isubject to Section 7.17 of this Agreement) all within thirty (30) days following the Executive’s termination of employment, (A) Annual Salary, Annual Bonus and other benefits earned and accrued but unpaid Annual Salary through under this Agreement prior to the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed and reimbursement under this Agreement for expenses incurred in accordance with hereof, prior to the date of termination) (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), and (ivB) any unpaid (x) the Executive’s Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; Salary and (vy) an amount equal to the target average of the Annual BonusBonuses awarded to the Executive for the last two years immediately preceding the year in which the Executive’s employment is terminated, prorated provided, however, that if no Annual Bonus is awarded to reflect the partial Executive for the year (or two years) preceding the year in which the Executive’s employment is terminated, the Executive will be entitled to a minimum bonus equal to 50% of the Executive’s Annual Salary (i.e., initially $165,500); (ii) for a period of twelve (12) months after the termination of the Executive’s employment, which amount shall be paid at such time annual bonuses are paid continuing medical and dental benefits under the Company’s health plans and programs applicable to other senior executives of the Company, but Company generally as the Executive would have received under this Agreement (and at such costs to the Executive) in no event later than March 15 the absence of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and such benefits, “Continuing Health Benefits”); (viiii) all outstanding equity (or unvested equity-based) based incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, ; and (iv) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder. In the event the Company decides, in its sole discretion, to acquire a life insurance policy on the life of the Executive, the Executive may (or may not, in the Executive’s sole discretion) agree to cooperate and provide all information reasonably necessary for the Company to acquire such life insurance policy.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or mentally incapable other disability for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)and Executive’s disability is confirmed in writing by an independent physician, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) without duplication of any amounts due under clause (i), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the annual bonus that, in the absence of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following would have been payable for the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonusoccurs, prorated to reflect the partial year of employment, which amount shall be paid payable at such time annual bonuses are paid as would have applied in the absence of such termination, with such amount to other senior executives be multiplied by a fraction (x) the numerator of which is the Company, but number of days in no event later than March 15 of the fiscal year following preceding the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viy) the denominator of which is 365; (iii) all outstanding equity (or unvested equity-based) incentives and based awards pursuant to the Plan held by the Executive shall thereupon fully vest and become free immediately exercisable, as applicable, and subject to the terms of restrictions such awards; and all stock options shall be exercisable in accordance with their terms. Following (iv) the Executive (or the Executive’s estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under this Agreementthe Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a good faith determination by the Board that the Executive has become physically by virtue of ill health or mentally incapable other disability is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s death estate or beneficiaries in the event that case of the death of the Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all accrued but unpaid to receive any Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any and other benefits provided earned and accrued under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) for a period of three years after termination of employment, the Executive (if applicable), and in the event of his death, his spouse and his dependents, shall receive such continuing coverage under the group health plans they would have received under this Agreement (but at such costs no higher than as in effect immediately preceding such termination) as would have applied in the absence of such termination, which amount provided that, the Company shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 be required to provide any benefits otherwise required by this clause (ii) after such time as the Executive becomes entitled to receive benefits of the fiscal year following same type from another employer or recipient of the Executive’s services; (iii) without duplication of any amounts due under clause (i), the Executive shall receive an amount equal to the annual bonus that, in the absence of such termination, would have been payable for the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonusoccurs, prorated to reflect the partial year of employment, which amount shall be paid payable at such time annual bonuses are paid as would have applied in the absence of such termination, with such amount to other senior executives be multiplied by a fraction (x) the numerator of which is the Company, but number of days in no event later than March 15 of the fiscal year following preceding the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viy) the denominator of which is 365; (iv) all outstanding equity (or unvested equity-basedbased awards (including, without limitation, stock options and restricted stock) incentives and awards held by the Executive shall thereupon fully vest and become free immediately exercisable, as applicable, and subject to the terms of restrictions such awards; and all stock options shall be exercisable in accordance with their terms. Following (v) the Executive (or the Executive’s estate or beneficiaries in the case of the death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under this Agreementthe Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the ------------------------------------- Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If Executive becomes disabled for purposes of the long-term disability plan of the Company for which Executive is eligible, or, in the event that there is a good faith determination no such plan, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the Board that the Executive has become physically duties assigned to him for more than 180 consecutive or mentally incapable non-consecutive days out of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any consecutive 12-month period (a “Disability”)period, then the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s termination of employment due to death or disability, (i) Executive (or Executive's estate or beneficiaries in the event that case of the death of Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: (i) all to receive any Annual Salary, PCF Bonus and other benefits earned and accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination, (ii) in the case of termination due to disability, Executive shall be entitled to receive 60% of his Annual Salary (provided that Executive shall be entitled to any more favorable percentage accorded any other executive officer of the Company) for the lesser of twelve (12) months following such termination, which amount shall be paid at such time annual bonuses are paid or the period until long term disability insurance benefits commence under disability coverage furnished by the Company to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurredExecutive; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (viiii) all outstanding equity Executive (or equity-basedor, in the case of Executive's death, Executive's estate and beneficiaries) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other benefits under this Agreementrights hereunder, except as otherwise provided in the plans and policies of the Company.

Termination Upon Death or Disability. If the Executive dies during the TermEmployment Period, the Term Executive’s employment with the Company shall terminate be deemed terminated as of the date of death. , and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 7.B. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period becomes Disabled (a “Disability”as defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon 30 days prior written notice in writing to the Executive. Upon termination of employment due to the death or Disability of Executive, Executive (or Executive’s death estate or beneficiaries in the event that case of the death of Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: to receive (i) all accrued but unpaid Annual Salary through the Required Payments within 10 days after the date of Executive’s termination of Executive’s employment, employment with the Company and (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, the following: (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (ivA) any unpaid Annual Bonus in respect of any completed fiscal annual target bonus described under Section 3.B. hereof for the year that had ended immediately prior to the date year of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but termination (in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, for such prior year) and a pro-rated share of Executive’s annual target Annual Bonus, prorated to reflect bonus described under Section 3.B. hereof for the partial year of employmentsuch termination (in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the time of such termination but with such bonus percentage being deemed to be fully accrued if the Company is at least on target to attain the appropriate financial targets for such year), which amount bonus amounts shall be paid at on the earlier of (1) such time annual date as the Company regularly pays bonuses are paid to other senior executives or (2) March 15th of the Company, but in no event later than March 15 of the fiscal calendar year immediately following the fiscal calendar year in which such the termination occurred occurs; and (subject B) in the case of termination due to Disability, the Company shall reimburse on a monthly basis either the Executive’s COBRA payments for Executive’s (and/or his spouse’s and dependents’) health insurance benefits or the amount that Executive was paying and getting reimbursed for health care coverage as outlined in Section 7.15 6.A. For the purposes of this Agreement) , “Disability”shall mean a physical or mental impairment which, the Board of Directors reasonably determines, after consideration and (vi) all outstanding equity (or equity-based) incentives and awards held by implementation of reasonable accommodations, precludes the Executive shall thereupon vest from performing his essential job functions for a period longer than one hundred and become free twenty (120) days or a total of restrictions one hundred and all stock options shall be exercisable eighty (180) days in accordance with their terms. Following any twelve-month period, provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s death duties or a termination responsibilities to another individual on account of the Executive’s employment by reason of inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, except then the Executive’s employment shall not be deemed terminated by the Company. Any question as set forth to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in this Section 4writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each 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 the Executive shall have no further rights to any compensation or any other benefits under be final and conclusive for all purposes of this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his her duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “"Disability”"), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in the event that Executive’s employment is terminated due to his her Disability, Executive or his her estate or his her beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary or Annual Bonus through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “"Accrued Obligations”"), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement), (v) for a period of 24 months after termination of employment, such continuing medical benefits for the Executive and/or the Executive's eligible family members under the Company's health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (and at such costs to the Executive) in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have affected such benefits), (vi) all outstanding equity (or equity-based) incentives and awards granted upon the completion of the Company's IPO and the Formation Transactions held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their termsterms and (vii) a prorated portion (based on the number of days of employment during a fiscal year until the date of the Executive's death or Disability, as applicable, over 365) of any other unvested outstanding equity (or equity-based) awards held by the Executive that would have vested in the fiscal year in which such termination occurs shall thereupon vest and become free of restrictions and any remaining portion of such awards will be forfeited. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the TermEmployment Period, the Term Executive’s employment with the Company shall terminate be deemed terminated as of the date of death. , and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 7.B. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period becomes Disabled (a “Disability”as defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon 30 days prior written notice in writing to the Executive. Upon termination of employment due to the death or Disability of Executive, Executive (or Executive’s death estate or beneficiaries in the event that case of the death of Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, ) shall be entitled to: to receive (i) all accrued but unpaid Annual Salary through the Required Payments within 10 days after the date of Executive’s termination of Executive’s employment, employment with the Company and (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, the following: (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (ivA) any unpaid Annual Bonus in respect of any completed fiscal annual target bonus described under Section 3.B. hereof for the year that had ended immediately prior to the date year of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but termination (in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, for such prior year) and a pro-rated share of Executive’s annual target Annual Bonus, prorated to reflect bonus described under Section 3.B. hereof for the partial year of employmentsuch termination (in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the time of such termination but with such bonus percentage being deemed to be fully accrued if the Company is at least on target to attain the appropriate financial targets for such year), which amount bonus amounts shall be paid at on the earlier of (1) such time annual date as the Company regularly pays bonuses are paid to other senior executives or (2) March 15th of the Company, but in no event later than March 15 of the fiscal calendar year immediately following the fiscal calendar year in which such the termination occurred occurs; and (subject B) in the case of termination due to Disability, the Company shall reimburse either the Executive’s COBRA payments for Executive’s (and/or his spouse’s and dependents’) health insurance benefits or the amount that Executive was paying and getting reimbursed for health care coverage as outlined in Section 7.15 6.A. For the purposes of this Agreement) , “Disability ” shall mean a physical or mental impairment which, the Board of Directors reasonably determines, after consideration and (vi) all outstanding equity (or equity-based) incentives and awards held by implementation of reasonable accommodations, precludes the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death from performing his essential job functions for a period longer than thirty days or a termination total of the Executive’s employment by reason of a Disability, except as set forth sixty (60) days in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreementtwelve-month period.