Common use of Upon Death or Disability Clause in Contracts

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid, as described above, paid to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any twelve (12) 12 consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments, payable Payments (as described set forth above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid, as described above, paid to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above)estate, and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any twelve (12) 12 consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate last sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate last sentence of this subsection (b)), payable no later than two and a half (2 1/2½) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid, as described above, paid to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any twelve (12) 12 consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments, payable Payments (as described set forth above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60 th day after termination of the Executive’s employment.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate last sentence of this subsection (b)), payable no later than two and a half (2 1/21⁄2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments Payrnents to the date of death and the Standard Termination Payments shall be paid, as described above, paid to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above)estate, and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any twelve (12) 12 consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate last sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)), payable no later than two and a half (2 1/2½) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and earned and unpaid Base Salary to the Standard Termination Payments date of death shall be paid, as described above, paid to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above)estate, and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six of one hundred eighty (6180) months within any twelve (12) consecutive monthsdays, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate last sentence of this subsection (b)), payable no later than two ) and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned accrued and unpaid Incentive Payments Base Salary to the date of termination of the Executive’s employment and the Standard Termination Payments, payable as described abovetermination. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments Base Salary to the date of death and the Standard Termination Payments shall be paid, as described above, paid to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above)estate, and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six of ninety (6) months within any twelve (1290) consecutive monthsdays, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, to the extent not paid under the Company’s disability policies and plan, or if the Executive dies during the term of this Agreement, the Executive shall be entitled to receive from the Company the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter after such death or Disability be entitled to receive the “Death or Disability Incentive Payment” in lieu of any Incentive Payment due (as described in the penultimate last sentence of this subsection (b)), payable no later than two ) and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned accrued and unpaid Incentive Payments Base Salary and accrued and used vacation days to the date of termination of the Executive’s employment and the Standard Termination Payments, payable as described abovetermination. The portion of the payment representing the Death or Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Death or Disability Incentive Payment shall be paid in lieu of any Incentive Payment otherwise due and shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year; provided that for fiscal year 2007 the Death or Disability Incentive Payment shall be equal to $350,000.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments and pro rata Bonus for the fiscal year during which such death occurs shall be paid, as described above, paid to the Executive’s 's surviving spouse or, if none, the Executive’s estate (as set forth above)her estate, and the death benefits under the Company’s 's and Donnkenny's employee benefit plans shall be paid to the Executive’s 's beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job her responsibilities under this Agreement, with or without reasonable accommodation, Agreement by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for six consecutive months or any period aggregating six (6) months within any twelve 12 consecutive months (12) consecutive monthsa "Disability'), the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s her normal compensation hereunder during said time of disability or incapacitysix (6) month period, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described Standard Termination Payments and the pro rata Bonus for the fiscal year during which such disability occurs. Pro rata Bonus, in the penultimate sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination event of the Executive’s employment and the Standard Termination Payments's death or disability, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid an amount equal to the Bonus at the amount payable upon fully achieving the figure targeted in a lump sum determined on a net present value basis, using a reasonable discount rate determined the annual business plan or other documents relating to the Bonus approved by the Board. The Disability Incentive Payment shall be equal to , the target Incentive Payment that Compensation Committee or any other duly authorized designee of the Executive would have been eligible to receive Board for such year (the "Target Amount") (regardless of the Company's actual performance) for the fiscal year in during which the Employment Term is terminated multiplied such death or disability occurs, prorated by a fraction, the numerator of which is the number of days in such of employment elapsed during the fiscal year before and including the day of prior to termination of the Employment Term employment and the denominator of which is 365. A termination of the total number Executive's employment by the Company for Disability shall be communicated to the Executive by written notice, and shall be effective on the 30th day after receipt of days such notice by the Executive (the "Disability Effective Date"), unless the Executive returns to full-time performance of the Executive's duties before the Disability Effective Date. The Company shall continue to provide the Executive and the spouse and dependents of the Executive, at the expense of the Company, with the medical insurance then provided to Executive and to such spouse and dependents including, without limitation, the Company's Execucare Program or any addition thereto or substitution therefor, for a period of five (5) years following the termination of the employment of the Executive, which medical insurance coverage shall be included as part of any required COBRA Coverage; provided, however, that the Company provided medical coverage and the COBRA Coverage shall terminate with respect to the Executive, the spouse and/or dependents of the Executive as of the date that any such individual becomes eligible to receive coverage and benefits as a full time employee under any plans, programs and/or arrangements of a subsequent employer. Availability for coverage as a spouse, principal or director of a company shall not be treated as eligibility for coverage absent full time employment. Subject to the provisions of this Agreement, which shall control in the event of any conflicting provisions, the rights and benefits of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such yearplans and programs. The rights and benefits of the Executive with respect to the shares of restricted stock and options referred to in Section 3.c. above shall be determined in accordance with the provisions of this Agreement and the plans and grant agreements governing such shares and options. Except as otherwise specified in this Agreement, neither the Executive nor the Company shall have any further rights or obligations under this Agreement.

Upon Death or Disability. If the Executive dies, all provisions of Section ------------------------ 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments Base Salary that the Executive would have been entitled to receive for the period commencing as of the date of his death and through the Employment Term, the Standard Termination Payments and pro rata Incentive Payments, if any, for the fiscal year during which such death occurs shall be paid, as described above, paid to the Executive’s 's surviving spouse or, if none, the Executive’s estate (as set forth above)his estate, and the death benefits under the Company’s 's employee benefit plans shall be paid to the Executive’s 's beneficiary or beneficiaries as properly designated in writing by the Executive. The portion of the payment representing Base Salary through the Employment Term shall be paid in a lump sum on a net present value basis, in accordance with using a reasonable discount rate determined by the Company’s applicable employee benefit plansBoard. If the Executive is unable to perform the essential functions of the Executive’s job his responsibilities under this Agreement, with or without reasonable accommodation, Agreement by reason of physical or mental disability or incapacity (“"Disability”") and such disability or incapacity shall have continued for six consecutive months or any period aggregating six (6) months within any twelve (12) 12 consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s his normal compensation hereunder during said time of disability or incapacitysix month period, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be an amount equal to the target Incentive Payment Base Salary that the Executive he would have been eligible entitled to receive for the year in which period commencing as of the date of his termination of employment through the Employment Term is terminated multiplied Term, the Standard Termination Payments and pro rata Incentive Payments for the fiscal year during which such disability occurs. Pro rata Incentive Payments, in the event of the Executive's death or disability, shall be an amount equal to the Incentive Payments for the fiscal year during which such death or disability occurs, prorated by a fraction, the numerator of which is the number of days in such of employment elapsed during the fiscal year before and including the day of prior to termination of the Employment Term employment and the denominator of which is the total number of days in such year365.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity Disability shall have continued for any period aggregating six (6) months within any twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacityDisability, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate last sentence of this subsection (b)), payable no later than two and a half (2 1/21⁄2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, payable as described above, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments and pro rata Bonus for the fiscal year during which such death occurs shall be paid, as described above, paid to the Executive’s 's surviving spouse or, if none, the Executive’s estate (as set forth above)his estate, and the death benefits under the Company’s 's and Donnkenny's employee benefit plans shall be paid to the Executive’s 's beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job his responsibilities under this Agreement, with or without reasonable accommodation, Agreement by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for six consecutive months or any period aggregating six (6) months within any twelve 12 consecutive months (12) consecutive monthsa "Disability'), the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s his normal compensation hereunder during said time of disability or incapacitysix (6) month period, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described Standard Termination Payments and the pro rata Bonus for the fiscal year during which such disability occurs. Pro rata Bonus, in the penultimate sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination event of the Executive’s employment and the Standard Termination Payments's death or disability, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid an amount equal to the Bonus at the amount payable upon fully achieving the figure targeted in a lump sum determined on a net present value basis, using a reasonable discount rate determined the annual business plan or other documents relating to the Bonus approved by the Board. The Disability Incentive Payment shall be equal to , the target Incentive Payment that Compensation Committee or any other duly authorized designee of the Executive would have been eligible to receive Board for such year (the "Target Amount") (regardless of the company's actual performance) for the fiscal year in during which the Employment Term is terminated multiplied such death or disability occurs, prorated by a fraction, the numerator of which is the number of days in such of employment elapsed during the fiscal year before and including the day of prior to termination of the Employment Term employment and the denominator of which is 365. A termination of the total number Executive's employment by the Company for Disability shall be communicated to the Executive by written notice, and shall be effective on the 30th day after receipt of days such notice by the Executive (the "Disability Effective Date"), unless the Executive returns to full-time performance of the Executive's duties before the Disability Effective Date. In the event Executive shall become disabled or shall die on or after December 31, 2000, then the Company shall continue to provide the Executive and the spouse and dependents of the Executive, at the expense of the Company, with the medical insurance then provided generally to dependents of employees of the Company, for a period of five (5) years following the termination of the employment of the Executive, which medical insurance coverage shall be included as part of any required COBRA Coverage; provided, however, that the COBRA Coverage shall terminate with respect to the Executive, the spouse and/or dependents of the Executive as of the date that any such individual receives equivalent coverage and benefits under any plans, programs and/or arrangements of a subsequent employer. The rights and benefits of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such yearplans and programs. The rights and benefits of the Executive with respect to the shares of restricted stock and options referred to in Section 3.c. above shall be determined in accordance with the provisions of this Agreement and the plans and grant agreements governing such shares and options. Except as otherwise specified in this Agreement, neither the Executive nor the Company shall have any further rights or obligations under this Agreement.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate last sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments and pro rata Bonus for the fiscal year during which such death occurs shall be paid, as described above, paid to the Executive’s 's surviving spouse or, if none, the Executive’s estate (as set forth above)his estate, and the death benefits under the Company’s 's and Donnkenny's employee benefit plans shall be paid to the Executive’s 's beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job his responsibilities under this Agreement, with or without reasonable accommodation, Agreement by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for six consecutive months or any period aggregating six (6) months within any twelve 12 consecutive months (12) consecutive monthsa "Disability'), the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s his normal compensation hereunder during said time of disability or incapacitysix (6) month period, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described Standard Termination Payments and the pro rata Bonus for the fiscal year during which such disability occurs. Pro rata Bonus, in the penultimate sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination event of the Executive’s employment and the Standard Termination Payments's death or disability, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid an amount equal to the Bonus at the amount payable upon fully achieving the figure targeted in a lump sum determined on a net present value basis, using a reasonable discount rate determined the annual business plan or other documents relating to the Bonus approved by the Board. The Disability Incentive Payment shall be equal to , the target Incentive Payment that Compensation Committee or any other duly authorized designee of the Executive would have been eligible to receive Board for such year (the "Target Amount") (regardless of the Company's actual performance) for the fiscal year in during which the Employment Term is terminated multiplied such death or disability occurs, prorated by a fraction, the numerator of which is the number of days in such of employment elapsed during the fiscal year before and including the day of prior to termination of the Employment Term employment and the denominator of which is 365. A termination of the total number Executive's employment by the Company for Disability shall be communicated to the Executive by written notice, and shall be effective on the 30th day after receipt of days such notice by the Executive (the "Disability Effective Date"), unless the Executive returns to full-time performance of the Executive's duties before the Disability Effective Date. The Company shall continue to provide the Executive and the spouse and dependents of the Executive, at the expense of the Company, with the medical insurance then provided to Executive and to such spouse and dependents including, without limitation, the Company's Execucare Program or any addition thereto or substitution therefor, for a period of five (5) years following the termination of the employment of the Executive, which medical insurance coverage shall be included as part of any required COBRA Coverage; provided, however, that the Company provided medical coverage and the COBRA Coverage shall terminate with respect to the Executive, the spouse and/or dependents of the Executive as of the date that any such individual becomes eligible to receive coverage and benefits as a full time employee under any plans, programs and/or arrangements of a subsequent employer of Executive. Availability for coverage as a spouse, principal or director of a company shall not be treated as eligibility for coverage. Subject to the provisions of this Agreement, which shall control in the event of any conflicting provisions, the rights and benefits of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such yearplans and programs. The rights and benefits of the Executive with respect to the shares of restricted stock and options referred to in Section 3.c. above shall be determined in accordance with the provisions of this Agreement and the plans and grant agreements governing such shares and options. Except as otherwise specified in this Agreement, neither the Executive nor the Company shall have any further rights or obligations under this Agreement.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of ------------------------ this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments and pro rata Bonus for the fiscal year during which such death occurs shall be paid, as described above, paid to the Executive’s 's surviving spouse or, if none, the Executive’s estate (as set forth above)his estate, and the death benefits under the Company’s 's and Donnkenny's employee benefit plans shall be paid to the Executive’s 's beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job his responsibilities under this Agreement, with or without reasonable accommodation, Agreement by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for six consecutive months or any period aggregating six (6) months within any twelve 12 consecutive months (12) consecutive monthsa "Disability'), the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s his normal compensation hereunder during said time of disability or incapacitysix (6) month period, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described Standard Termination Payments and the pro rata Bonus for the fiscal year during which such disability occurs. Pro rata Bonus, in the penultimate sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination event of the Executive’s employment and the Standard Termination Payments's death or disability, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid an amount equal to the Bonus at the amount payable upon fully achieving the figure targeted in a lump sum determined on a net present value basis, using a reasonable discount rate determined the annual business plan or other documents relating to the Bonus approved by the Board. The Disability Incentive Payment shall be equal to , the target Incentive Payment that Compensation Committee or any other duly authorized designee of the Executive would have been eligible to receive Board for such year (the "Target Amount") (regardless of the Company's actual performance) for the fiscal year in during which the Employment Term is terminated multiplied such death or disability occurs, prorated by a fraction, the numerator of which is the number of days in such of employment elapsed during the fiscal year before and including the day of prior to termination of the Employment Term employment and the denominator of which is 365. A termination of the total number Executive's employment by the Company for Disability shall be communicated to the Executive by written notice, and shall be effective on the 30th day after receipt of days such notice by the Executive (the "Disability Effective Date"), unless the Executive returns to full-time performance of the Executive's duties before the Disability Effective Date. The Company shall continue to provide the Executive and the spouse and dependents of the Executive, at the expense of the Company, with the medical insurance then provided to Executive and to such spouse and dependents including, without limitation, the Company's Execucare Program or any addition thereto or substitution therefor, for a period of three (3) years following the termination of the employment of the Executive, which medical insurance coverage shall be included as part of any required COBRA Coverage; provided, however, that the Company provided medical coverage and the COBRA Coverage shall terminate with respect to the Executive, the spouse and/or dependents of the Executive as of the date that any such individual becomes eligible to receive coverage and benefits as a full time employee under any plans, programs and/or arrangements of a subsequent employer of Executive. Availability for coverage as a spouse, principal or director of a company shall not be treated as eligibility for coverage within the meaning of this paragraph. Subject to the provisions of this Agreement, which shall control in the event of any conflicting provisions, the rights and benefits of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such yearplans and programs. The rights and benefits of the Executive with respect to the shares of restricted stock and options referred to in Section 3.c. above shall be determined in accordance with the provisions of this Agreement and the plans and grant agreements governing such shares and options. Except as otherwise specified in this Agreement, neither the Executive nor the Company shall have any further rights or obligations under this Agreement.

Upon Death or Disability. If the Executive dies, all provisions ------------------------ of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Base Salary and Incentive Payments to the date of death and the Standard Termination Payments shall be paid, as described above, paid to the Executive’s 's surviving spouse or, if none, the Executive’s estate (as set forth above)'s estate, and the death benefits under the Company’s 's employee benefit plans shall be paid to the Executive’s 's beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job 's responsibilities under this Agreement, with or without reasonable accommodation, Agreement by reason of physical or mental disability or incapacity (“"Disability”") and such disability or incapacity ---------- shall have continued for six consecutive months or any period aggregating six (6) months within any twelve (12) 12 consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s 's normal compensation hereunder during said time of disability or incapacitysix month period, and shall thereafter be entitled to receive an amount equal to the “Disability Incentive Payment” (as described in Base Salary that the penultimate sentence Executive would have been entitled to receive for a period of this subsection (b))24 [30 months with respect to the Chief Operating Officer][36 months with respect to the Chief Executive Officer]. months, payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments, payable as described above. The portion of the payment representing Base Salary and the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment Payments, in the event of the Executive's disability, shall be equal to the target Incentive Payment Payments that the Executive would have been eligible entitled to receive for the one (1) year in which the Employment Term is terminated multiplied by a fraction, two (2) [two and one-half (2.5) with respect to the numerator of which is Chief Operating Officer][three (3) with respect to the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.Chief Executive Officer]..

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. , The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.