Common use of Death; Disability Clause in Contracts

Death; Disability. In the event that during the term of his employment by the Corporation Executive shall die or become Disabled (as such term is hereinafter defined) he or his estate, as the case may be, shall continue to receive the full amount of the base salary, as well as bonus and stock rights earned as at that time, to which he was theretofore entitled for the lesser of (i) one year or (ii) the remainder of the Term. Thereafter, Executive shall not be entitled to receive any further payments on account of his base salary until he shall cease to be Disabled and shall have resumed his duties hereunder and provided that the Corporation shall not have theretofore terminated this Agreement as hereinafter provided. This Agreement shall automatically terminate upon the death of Executive. The Corporation may terminate this Agreement and Executive’s employment hereunder at any time after Executive is Disabled, upon at least 30 days’ prior written notice. For the purposes of this Agreement, Executive shall be deemed to have become “Disabled” when (x) by reason of physical or mental incapacity, Executive is not able to perform a substantial portion of his duties hereunder for a period of 135 consecutive days or for 135 days in any consecutive 225-day period or (y) when Executive’s physician and a physician designated by the Corporation shall have determined that Executive shall not be able, by reason of physical or mental incapacity, to perform a substantial portion of his duties hereunder. In the event that such physicians are unable to agree on whether the Executive is Disabled pursuant to clauses (x) or (y) above, the matter shall be resolved by the determination of a third physician qualified to practice medicine in the United States of America and selected by the designated physicians. If Executive shall receive benefits under any disability policy maintained by the Corporation, the Corporation shall be entitled to deduct the amount equal to the benefits so received from base salary that it otherwise would have been required to pay to Executive as provided above.

Death; Disability. In the event that Executive dies or becomes Disabled during the term of his Term, Executive’s employment shall terminate either (i) when such death occurs, or (ii) upon written notice by the Corporation Company at any time after Disability occurs (provided that, in the event of any Disability, the Company shall have the right, but not the obligation, to terminate this Agreement), and, in either event, the Company shall pay Executive shall die or become Disabled (as such term is hereinafter defined) he or his estatelegal representative, as the case may be) in a single lump sum cash payment within thirty (30) days of such termination of employment, shall continue an amount equal to receive the full amount sum of: (a) any Base Salary and vacation time, in each case, accrued but unpaid as of the base salary, as well as bonus and stock rights earned as at that time, date of death or termination for Disability; (b) any Bonus to which he was theretofore Executive has become entitled for the lesser calendar year prior to the year in which such death or termination for Disability occurs but which remains unpaid at the date of death or such termination; and (ic) one year or (ii) the remainder of the Term. Thereafter, Executive shall not be entitled to receive any further payments on account of his base salary until he shall cease to be Disabled and shall have resumed his duties hereunder and provided that the Corporation shall not have theretofore terminated this Agreement as hereinafter provided. This Agreement shall automatically terminate upon the death of Executive. The Corporation may terminate this Agreement and Executive’s employment hereunder at any time after Executive is Disabled, upon at least 30 days’ prior written noticereimbursement for expenses incurred in accordance with Section 3.2. For the purposes of this Agreement, Executive shall be deemed to have become be “Disabled” when (x) by reason or have a “Disability” if, because of Executive’s physical or mental incapacitydisability, Executive is not able he has been substantially unable to perform a substantial portion of his duties hereunder for a period of 135 consecutive days or for 135 days twelve (12) work weeks in any consecutive 225-day period twelve (12) month period. Executive shall be considered to have been substantially unable to perform his duties hereunder only if he is either (a) unable to reasonably and effectively carry out his duties with reasonable accommodations by the Company or Monitronics or (yb) when Executive’s physician unable to reasonably and a physician designated by the Corporation shall have determined that Executive shall not be able, by reason of physical or mental incapacity, to perform a substantial portion of effectively carry out his duties hereunderbecause any reasonable accommodation which may be required would cause the Company or Monitronics undue hardship. In the event that such physicians are unable to agree on whether the Executive is Disabled pursuant to clauses (x) or (y) above, the matter shall be resolved by the determination of a third physician qualified disagreement concerning Executive’s perceived Disability, Executive shall submit to practice medicine such examinations as are deemed appropriate by three practicing physicians specializing in the United States area of America and Executive’s Disability, one selected by Executive, one selected by the designated Company, and one selected by both such physicians. If The majority decision of such three physicians shall be final and binding on the parties. Nothing in this paragraph is intended to limit the Company’s right to invoke the provisions of this paragraph with respect to any perceived Disability of Executive. Notwithstanding the foregoing, to the extent and for the period required by any state or federal family and medical leave law, upon Executive’s request (i) he shall be considered to be on unpaid leave of absence and not terminated, (ii) his group health benefits shall remain in full force and effect, and (iii) if Executive recovers from any such Disability, at that time, to the extent required by any state or federal family and medical leave law, upon Executive’s request, he shall receive be restored to his position hereunder or to an equivalent position, as the Company may determine, and the Term of Executive’s employment hereunder shall be reinstated effective upon such restoration. The Term shall not be extended by reason of such intervening leave of absence, nor shall any compensation or benefits accrue in excess of those required by law during such intervening leave of absence. Upon the expiration of any such rights, unless Executive has been restored to a position with the Company, he shall thereupon be considered terminated. Executive acknowledges that the payments referred to in this Section 4.5, together with any rights or benefits under any disability policy maintained by written plan or agreement which have vested on or prior to the Corporationtermination date of Executive’s employment under this Section 4.5, constitute the Corporation only payments which Executive (or his legal representative, as the case may be) shall be entitled to deduct receive from the amount equal Company or any of its Affiliates hereunder in the event of a termination of his employment for death or Disability, and the Company and its Affiliates shall have no further liability or obligation to him (or his legal representatives, as the benefits so received from base salary that it case may be) hereunder or otherwise would have been required to pay to Executive as provided abovein respect of his employment.

Death; Disability. In the event that during the term of his employment by the Corporation Executive shall die or become Disabled (as such term is hereinafter defined) he or his estate, as the case may be, shall continue to receive the full amount of the base salary, as well as bonus and stock rights earned as at that time, to which he was theretofore entitled for the lesser of (i) one year or (ii) the remainder of the Term. Thereafter, Executive shall not be entitled to receive any further payments on account of his base salary until he shall cease to be Disabled and shall have resumed his duties hereunder and provided that the Corporation shall not have theretofore terminated this Agreement as hereinafter provided. This Agreement shall automatically terminate upon the death of Executive. The Corporation may terminate this Agreement and Executive’s employment hereunder at any time after Executive is Disabled, upon at least 30 days’ prior written notice. For the purposes of this Agreement, Executive shall be deemed to have become “Disabled” when (x) by reason of physical or mental incapacity, Executive is not able to perform a substantial portion of his duties hereunder for a period of 135 90 consecutive days or for 135 90 days in any consecutive 225180-day period or (y) when Executive’s physician and a physician designated by the Corporation shall have determined that Executive shall not be able, by reason of physical or mental incapacity, to perform a substantial portion of his duties hereunder. In the event that such physicians are unable to agree on whether the Executive is Disabled pursuant to clauses (x) or (y) above, the matter shall be resolved by the determination of a third physician qualified to practice medicine in the United States of America and selected by the designated physicians. If Executive shall receive benefits under any disability policy maintained by the Corporation, the Corporation shall be entitled to deduct the amount equal to the benefits so received from base salary that it otherwise would have been required to pay to Executive as provided above.

Death; Disability. In Upon the event that death of the Executive during the term of this Agreement, this Agreement shall terminate. If during the term of this Agreement the Executive fails because of illness or other incapacity to perform the services required to be performed by him hereunder for any consecutive period of more than 180 days, or for shorter periods aggregating more than 180 days in any consecutive twelve-month period (any such illness or incapacity being hereinafter referred to as "disability"), then the Corporation, in its discretion, may at any time thereafter terminate this Agreement upon not less than 10 days' written notice thereof to the Executive, and this Agreement shall terminate upon the date set forth in said notice as if said date were the termination date of this Agreement; provided, however, that no such termination shall be effective if prior to the date when such notice is given, the Executive's illness or incapacity shall have terminated and he shall be physically and mentally able to perform the services required hereunder and shall have taken up and be performing such duties. If the Executive's employment shall be terminated by reason of his employment by death or disability, the Corporation Executive shall die or become Disabled (as such term is hereinafter defined) he or his estate, as the case may be, shall continue to receive the full amount of the base salary, as well as bonus and stock rights earned as at that time, to which he was theretofore entitled for the lesser of (i) one year or (ii) the remainder of the Term. Thereafter, Executive shall not be entitled to receive (i) any further payments on account earned and unpaid salary accrued through the date of his base salary until he shall cease termination, (ii) a pro rata portion of any annual bonus which the Executive would otherwise have been entitled to receive pursuant to any bonus plan or arrangement for senior executives of the Corporation (such pro rata portion to be Disabled and shall payable at the time such annual bonus would otherwise have resumed his duties hereunder and provided that been payable to the Corporation shall not have theretofore terminated this Agreement Executive) (iii) an amount per annum equal to 50% of the Executive's Base Salary as hereinafter provided. This Agreement shall automatically terminate upon the death of Executive. The Corporation may terminate this Agreement and Executive’s employment hereunder in effect at any time after Executive is Disabledtermination, upon at least 30 days’ prior written notice. For the purposes of this Agreementpayable monthly, Executive shall be deemed to have become “Disabled” when (x) by reason of physical or mental incapacity, Executive is not able to perform a substantial portion of his duties hereunder for a period of 135 consecutive days or for 135 days in one (1) year after such termination, and (iv) subject to the terms thereof, any consecutive 225-day period or (y) when Executive’s physician and a physician designated by the Corporation shall have determined that Executive shall not benefits which may be able, by reason of physical or mental incapacity, due to perform a substantial portion of his duties hereunder. In the event that such physicians are unable to agree on whether the Executive is Disabled pursuant to clauses (x) on the date of termination under the provisions of any employee benefit plan, program or (y) above, the matter shall be resolved by the determination of a third physician qualified to practice medicine in the United States of America and selected by the designated physicians. If Executive shall receive benefits under any disability policy maintained by the Corporation, the Corporation shall be entitled to deduct the amount equal to the benefits so received from base salary that it otherwise would have been required to pay to Executive as provided abovepolicy.

Death; Disability. In the event that during the term of his employment by the Corporation Executive shall die dies or become becomes Disabled (as defined herein) during the Term, Executive’s employment shall terminate when such term is hereinafter defined) he death or Disability occurs and the Company shall pay Executive (or his estatelegal representative, as the case may be, shall continue to receive the full amount ) as follows: (a) any Base Salary and vacation time accrued but unpaid as of the base salary, as well as bonus and stock rights earned as at that time, date of death or termination for Disability payable in a single lump sum cash payment within thirty (30) days of such termination of employment; (b) any reimbursement for expenses incurred in accordance with Section 3.2.; and (c) an amount equal to which he was theretofore entitled for 18 months of Base Salary in effect immediately prior to such death or Disability payable in a single cash lump sum on the lesser of (i) one year or (ii) 60th business day following the remainder of the Term. Thereafter, Executive shall not be entitled to receive any further payments on account of his base salary until he shall cease to be Disabled and shall have resumed his duties hereunder and provided that the Corporation shall not have theretofore terminated this Agreement as hereinafter provided. This Agreement shall automatically terminate upon the death of Executive. The Corporation may terminate this Agreement and Executive’s employment hereunder at any time after Executive is Disabled, upon at least 30 days’ prior written noticetermination date. For the purposes of this Agreement, Executive shall be deemed to have become be “Disabled” when (x) by reason or have a “Disability” if, because of Executive’s physical or mental incapacitydisability, Executive is not able he has been substantially unable to perform a substantial portion of his duties hereunder for a period of 135 consecutive days or for 135 days twelve (12) work weeks in any consecutive 225-day period twelve (12) month period. Executive shall be considered to have been substantially unable to perform his duties hereunder only if he is either (a) unable to reasonably and effectively carry out his duties with reasonable accommodations by the Company or (yb) when Executive’s physician unable to reasonably and a physician designated by the Corporation shall have determined that Executive shall not be able, by reason of physical or mental incapacity, to perform a substantial portion of effectively carry out his duties hereunderbecause any reasonable accommodation which may be required would cause the Company undue hardship. In the event that such physicians are unable to agree on whether the Executive is Disabled pursuant to clauses (x) or (y) above, the matter shall be resolved by the determination of a third physician qualified disagreement concerning Executive’s purported Disability, Executive shall submit to practice medicine such examinations as are deemed appropriate by three practicing physicians specializing in the United States area of America and Executive’s Disability, one selected by Executive, one selected by the designated Company, and one selected by both such physicians. If The majority decision of such three physicians shall be final and binding on the parties. Notwithstanding the foregoing, to the extent and for the period required by any state or federal family and medical leave law, upon Executive’s request (i) he shall be considered to be on unpaid leave of absence and not terminated, (ii) his group health benefits shall remain in full force and effect, and (iii) if Executive recovers from any such Disability, at that time, to the extent required by any state or federal family and medical leave law, upon Executive’s request, he shall receive be restored to his position hereunder or to an equivalent position, as the Company may determine, and the Term of Executive’s employment hereunder shall be reinstated effective upon such restoration. The Term shall not be extended by reason of such intervening leave of absence or termination, nor shall any compensation or benefits accrue in excess of those required by law during such intervening leave of absence or termination. Upon the expiration of any such rights, unless Executive has been restored to a position with the Company, he shall thereupon be considered terminated. Executive acknowledges that the payments referred to in this Section 4.4, together with any rights or benefits under any disability policy maintained by written plan or agreement which have vested on or prior to the Corporationtermination date of Executive’s employment under this Section 4.4, constitute the Corporation only payments which Executive (or his legal representative, as the case may be) shall be entitled to deduct receive from the amount equal Company hereunder in the event of a termination of his employment for death or Disability, and the Company shall have no further liability or obligation to him (or his legal representatives, as the benefits so received from base salary that it case may be) hereunder or otherwise would have been required to pay to Executive as provided abovein respect of his employment.

Death; Disability. In the event of a termination of this Agreement and Employee’s employment hereunder pursuant to Sections 4.01(A) or 4.01(B) above, then this Agreement and Employee’s employment with Employer shall terminate and Employer’s sole obligation under this Agreement or otherwise shall be to (i) pay and/or provide, as applicable, the Accrued Obligations, and (ii) subject to Employee’s or Employee’s estate’s, as applicable, execution, delivery, and non-revocation of a general release in a form satisfactory to Employer (the “Release”) (which Release, among other things, will include a general release of Employer, its affiliates and their respective officers, directors, managers, members, shareholders, partners, employees and agents from all liability and other terms deemed necessary by Employer for its protection; provided, however, the Release will preserve (a) Employee’s rights, if any, to indemnification by Employer, (b) Employee’s rights, if any, as a shareholder of Employer, and (c) Employee’s rights, if any, under the terms of this Agreement that during are intended to survive the term termination of his this Agreement and Employee’s employment by the Corporation Executive shall die hereunder), pay to Employee or become Disabled (as such term is hereinafter defined) he or his Employee’s estate, as applicable, the case may beProrata Bonus (as defined below). The Prorata Bonus shall be payable in equal installments over a twelve (12)-month period in accordance with Employer’s customary payroll practices, shall continue to receive commencing on the full amount next regular paydate following 180 days after the date of Employee’s termination of employment with Employer; provided, however, Employer will commence installment payments of the base salaryProrata Bonus on the next regular paydate following the eighth (8th) day after Employee’s or Employee’s estate’s, as well as bonus applicable, execution and stock rights earned as delivery of the Release if commencement of payment at that timesuch time will not violate the applicable requirements of Section 409(A) of the Internal Revenue Code (the “Code”). As used in this Agreement, to which he was theretofore entitled for “Prorata Bonus” shall mean the lesser of product of: (i) one the greater of (a) the Annual Bonus that Employee received attributable to performance during the full fiscal year immediately prior to the date of Employee’s termination of employment with Employer, or (b) Employee’s target Annual Bonus for the fiscal year in which the date of termination of Employee’s employment with Employer occurred; and (ii) a fraction, the remainder numerator of which is the Term. Thereafter, Executive shall not be entitled to receive any further payments on account number of his base salary until he shall cease to be Disabled and shall have resumed his duties hereunder and provided that the Corporation shall not have theretofore terminated this Agreement as hereinafter provided. This Agreement shall automatically terminate upon the death of Executive. The Corporation may terminate this Agreement and Executive’s employment hereunder at any time after Executive is Disabled, upon at least 30 days’ prior written notice. For the purposes of this Agreement, Executive shall be deemed to have become “Disabled” when (x) by reason of physical or mental incapacity, Executive is not able to perform a substantial portion of his duties hereunder for a period of 135 consecutive days or for 135 days in any consecutive 225-day period or (y) when Executivethe fiscal year in which the date of termination occurs through the effective date of Employee’s physician termination of employment and a physician designated by the Corporation shall have determined that Executive shall not be able, by reason denominator of physical or mental incapacity, to perform a substantial portion of his duties hereunder. In the event that such physicians are unable to agree on whether the Executive which is Disabled pursuant to clauses (x) or (y) above, the matter shall be resolved by the determination of a third physician qualified to practice medicine in the United States of America and selected by the designated physicians. If Executive shall receive benefits under any disability policy maintained by the Corporation, the Corporation shall be entitled to deduct the amount equal to the benefits so received from base salary that it otherwise would have been required to pay to Executive as provided above365.

Death; Disability. In the event that during the term of his employment by the Corporation Executive shall die dies or become becomes Disabled (as defined herein) during the Term, Executive’s employment shall terminate when such term is hereinafter defined) he death or Disability occurs and the Company shall pay Executive (or his estatelegal representative, as the case may be, shall continue to receive the full amount ) as follows: (a) any Base Salary and vacation time accrued but unpaid as of the base salary, as well as bonus and stock rights earned as at that time, date of death or termination for Disability; (b) any reimbursement for expenses incurred in accordance with Section 3.2.; and (c) an amount equal to which he was theretofore entitled Executive’s monthly Base Salary in effect on such termination date for the lesser of (i) one year six (6) months or (ii) the remainder of the Term. Thereafter, Executive shall not be entitled to receive any further payments payable in a single lump sum on account of his base salary until he shall cease to be Disabled and shall have resumed his duties hereunder and provided that the Corporation shall not have theretofore terminated this Agreement as hereinafter provided. This Agreement shall automatically terminate upon tenth (10th) business day following the death of Executive. The Corporation may terminate this Agreement and Executive’s employment hereunder at any time after Executive is Disabled, upon at least 30 days’ prior written noticetermination date. For the purposes of this Agreement, Executive shall be deemed to have become be “Disabled” when (x) by reason or have a “Disability” if, because of Executive’s physical or mental incapacitydisability, Executive is not able he has been substantially unable to perform a substantial portion of his duties hereunder for a period of 135 consecutive days or for 135 days twelve (12) work weeks in any consecutive 225-day period twelve (12) month period. Executive shall be considered to have been substantially unable to perform his duties hereunder only if he is either (a) unable to reasonably and effectively carry out his duties with reasonable accommodations by the Company or (yb) when Executive’s physician unable to reasonably and a physician designated by the Corporation shall have determined that Executive shall not be able, by reason of physical or mental incapacity, to perform a substantial portion of effectively carry out his duties hereunderbecause any reasonable accommodation which may be required would cause the Company undue hardship. In the event that such physicians are unable to agree on whether the Executive is Disabled pursuant to clauses (x) or (y) above, the matter shall be resolved by the determination of a third physician qualified disagreement concerning Executive’s perceived Disability, Executive shall submit to practice medicine such examinations as are deemed appropriate by three practicing physicians specializing in the United States area of America and Executive’s Disability, one selected by Executive, one selected by the designated Company, and one selected by both such physicians. If The majority decision of such three physicians shall be final and binding on the parties. Nothing in this paragraph is intended to limit the Company’s right to invoke the provisions of this paragraph with respect to any perceived Disability of Executive. Notwithstanding the foregoing, to the extent and for the period required by any state or federal family and medical leave law, upon Executive’s request (i) he shall be considered to be on unpaid leave of absence and not terminated, (ii) his group health benefits shall remain in full force and effect, and (iii) if Executive recovers from any such Disability, at that time, to the extent required by any state or federal family and medical leave law, upon Executive’s request, he shall receive be restored to his position hereunder or to an equivalent position, as the Company may determine, and the Term of Executive’s employment hereunder shall be reinstated effective upon such restoration. The Term shall not be extended by reason of such intervening leave of absence or termination, nor shall any compensation or benefits accrue in excess of those required by law during such intervening leave of absence or termination. Upon the expiration of any such rights, unless Executive has been restored to a position with the Company, he shall thereupon be considered terminated. Executive acknowledges that the payments referred to in this Section 4.4, together with any rights or benefits under any disability policy maintained by written plan or agreement which have vested on or prior to the Corporationtermination date of Executive’s employment under this Section 4.4, constitute the Corporation only payments which Executive (or his legal representative, as the case may be) shall be entitled to deduct receive from the amount equal Company hereunder in the event of a termination of his employment for death or Disability, and the Company shall have no further liability or obligation to him (or his legal representatives, as the benefits so received from base salary that it case may be) hereunder or otherwise would have been required to pay to Executive as provided abovein respect of his employment.

Death; Disability. In If the event that during the term of his employment by the Corporation Executive shall die or become Disabled ("permanently ----------------- disabled" during the term of this Agreement, this Agreement and all benefits hereunder shall terminate, except that such termination shall not affect the Executive's right to accelerated vesting of the Option as such term is hereinafter defined) he set forth in Section 4 of this Agreement and any vested rights which the Executive may have at the time of his death pursuant to any insurance or his estateother death benefit plans or arrangements of the Company, as the case may be, which rights shall continue to receive be governed by the full amount provisions of the base salary, as well as bonus such plans and stock rights earned as at that time, to which he was theretofore entitled for the lesser of (i) one year or (ii) the remainder of the Term. Thereafter, Executive shall not be entitled to receive any further payments on account of his base salary until he shall cease to be Disabled and shall have resumed his duties hereunder and provided that the Corporation shall not have theretofore terminated this Agreement as hereinafter provided. This Agreement shall automatically terminate upon the death of Executive. The Corporation may terminate this Agreement and Executive’s employment hereunder at any time after Executive is Disabled, upon at least 30 days’ prior written noticeagreements. For the purposes of this Agreement, the Executive shall be deemed to have become “Disabled” when (x) by reason be "permanently disabled" if, during the term hereof, because of ill health, physical or mental incapacitydisability, or for other causes beyond the Executive's control, the Executive is not able shall have been unable, or unwilling, to perform a substantial portion the essential functions of his duties job hereunder for a period of 135 ninety (90) consecutive days or for 135 a total period of one hundred twenty (120) days in any twelve month period during the term of this Agreement, whether consecutive 225-day or not. Notwithstanding anything to the contrary contained herein, during any period or that the Executive fails to perform the essential functions of his job hereunder as a result of his disability (ybut prior to the termination of this Agreement as a result of such disability), (i) when Executive’s physician the Executive shall continue to receive his full salary at the rate then in effect and a physician designated all benefits provided herein, provided that payments made to the Executive pursuant to this Section 6 shall be reduced by the Corporation shall have determined that Executive shall not be ablesum of the amounts, by reason of physical or mental incapacityif any, payable to perform a substantial portion of his duties hereunder. In the event that such physicians are unable to agree on whether the Executive is Disabled pursuant at or prior to clauses (x) or (y) above, the matter shall be resolved by the determination time of a third physician qualified to practice medicine in the United States of America and selected by the designated physicians. If Executive shall receive benefits any such payment under any disability policy maintained benefit insurance, plan or program of, or provided by, the Company and (ii) the Company shall have the right to hire any other individual or individuals to perform such duties and functions as the Company shall desire, including those duties heretofore performed by the Corporation, the Corporation shall be entitled to deduct the amount equal to the benefits so received from base salary that it otherwise would have been required to pay to Executive as provided aboveExecutive.

Death; Disability. In the event that during the term of his employment by the Corporation Executive shall die or become Disabled (as such term is hereinafter defined) he or his estate, as the case may be, shall continue to receive the full amount of the base salary, as well as bonus and stock rights earned as at that time, to which he was theretofore entitled for the lesser of (i) one year or (ii) the remainder of the Term. Thereafter, Executive shall not be entitled to receive any further payments on account of his base salary until he shall cease to be Disabled and shall have resumed his duties hereunder and provided that the Corporation shall not have theretofore terminated this Agreement as hereinafter provided. This Agreement shall automatically terminate upon the death of Executive. The Corporation may terminate this Agreement and Executive’s employment hereunder at any time after Executive is Disabled, upon at least 30 days’ prior written notice. For the purposes of this Agreement, Executive shall be deemed to have become “Disabled” when (x) by reason of physical or mental incapacity, Executive is not able to perform a substantial portion of his duties hereunder for a period of 135 30 consecutive days or for 135 90 days in any consecutive 225180-day period or (y) when Executive’s physician and a physician designated by the Corporation shall have determined that Executive shall not be able, by reason of physical or mental incapacity, to perform a substantial portion of his duties hereunder. In the event that such physicians are unable to agree on whether the Executive is Disabled pursuant to clauses (x) or (y) above, the matter shall be resolved by the determination of a third physician qualified to practice medicine in the United States of America and selected by the designated physicians. If Executive shall receive benefits under any disability policy maintained by the Corporation, the Corporation shall be entitled to deduct the amount equal to the benefits so received from base salary that it otherwise would have been required to pay to Executive as provided above.

Death; Disability. In the event that during the term of his employment by this agreement with the Corporation Corporation, Executive shall die or become Disabled (as such term is hereinafter defined) he or his estate, as the case may be, Executive shall continue to receive the full amount of the base salaryannual contract, as well as bonus and stock rights earned as at that time, to which he was theretofore entitled for the lesser of (i) one year or (ii) the remainder of the Term. Thereafter, Executive shall not be entitled to receive any further payments on account of his its base salary contract amount until he the Executive shall cease to be Disabled and shall have resumed his duties hereunder and provided that the Corporation shall not have theretofore terminated this Agreement as hereinafter provided. This Agreement shall automatically terminate upon the death of Executive. The Corporation may terminate this Agreement and Executive’s employment hereunder at any time after Executive is Disabled, upon at least 30 days’ prior written notice. For the purposes of this Agreement, Executive shall be deemed to have become “Disabled” when (x) by reason of physical or mental incapacity, Executive is not able to perform a substantial portion of his duties hereunder for a period of 135 consecutive days or for 135 days in any consecutive 225-day period or (y) when Executive’s physician and a physician designated by the Corporation shall have determined that Executive shall not be able, by reason of physical or mental incapacity, to perform a substantial portion of his duties hereunder. In the event that such physicians are unable to agree on whether the Executive is Disabled pursuant to clauses (x) or (y) above, the matter shall be resolved by the determination of a third physician qualified to practice medicine in the United States of America and selected by the designated physicians. If Executive shall receive benefits under any disability policy maintained by the Corporation, the Corporation shall be entitled to deduct the amount equal to the benefits so received from base salary contract amount that it otherwise would have been required to pay to Executive EXECUTIVE as provided above.

Death; Disability. In Upon the event that death of the Executive during the term of this Agreement, this Agreement shall terminate. If during the term of this Agreement the Executive fails because of illness or other incapacity to perform the services required to be performed by him hereunder for any consecutive period of more than 180 days, or for shorter periods aggregating more than 180 days in any consecutive twelve-month period (any such illness or incapacity being hereinafter referred to as "disability"), then the Corporation, it its discretion, may at any time thereafter terminate this Agreement upon not less than 10 days' written notice thereof to the Executive, and this Agreement shall terminate upon the date set forth in said notice as if said date were the termination date of this Agreement; provided, however, that no such termination shall be effective if prior to the date when such notice is given, the Executive's illness or incapacity shall have terminated and he shall be physically and mentally able to perform the services required hereunder and shall have taken up and be performing such duties. If the Executive's employment shall be terminated by reason of his employment by death or disability, the Corporation Executive shall die or become Disabled (as such term is hereinafter defined) he or his estate, estate as the case may be, shall continue to receive the full amount of the base salary, as well as bonus and stock rights earned as at that time, to which he was theretofore entitled for the lesser of (i) one year or (ii) the remainder of the Term. Thereafter, Executive shall not be entitled to receive (i) any further payments on account earned and unpaid salary accrued through the date of his base salary until he shall cease termination, (ii) a pro rata portion of any annual bonus which the Executive would otherwise have been entitled to receive pursuant to any bonus plan or arrangement for senior executives of the Corporation (such pro rata portion to be Disabled and shall payable at the time such annual bonus would otherwise have resumed his duties hereunder and provided that been payable to the Corporation shall not have theretofore terminated this Agreement Executive) (iii) an amount per annum equal to 100% of the Executive's Base Salary as hereinafter provided. This Agreement shall automatically terminate upon the death of Executive. The Corporation may terminate this Agreement and Executive’s employment hereunder in effect at any time after Executive is Disabledtermination, upon at least 30 days’ prior written notice. For the purposes of this Agreement, Executive shall be deemed to have become “Disabled” when (x) by reason of physical or mental incapacity, Executive is not able to perform a substantial portion of his duties hereunder payable monthly for a period of 135 consecutive days or for 135 days in any consecutive 225-day period or one (y1) when Executive’s physician year after such termination, and a physician designated by the Corporation shall have determined that Executive shall not be able, by reason of physical or mental incapacity, to perform a substantial portion of his duties hereunder. In the event that such physicians are unable to agree on whether the Executive is Disabled pursuant to clauses (x) or (y) above, the matter shall be resolved by the determination of a third physician qualified to practice medicine in the United States of America and selected by the designated physicians. If Executive shall receive benefits under any disability policy maintained by the Corporation, the Corporation shall be entitled to deduct the amount equal to the benefits so received from base salary that it otherwise would have been required to pay to Executive as provided above.-5-

Death; Disability. In Upon the event that death of the Executive during the term of this Agreement, this Agreement shall terminate. If during the term of this Agreement the Executive fails because of illness or other incapacity to perform the services required to be performed by him hereunder for any consecutive period of more than 180 days, or for shorter periods aggregating more than 180 days in any consecutive twelve-month period (any such illness or incapacity being hereinafter referred to as "disability"), then the Corporation, in its discretion, may at any time thereafter terminate this Agreement upon not less than 10 days' written notice thereof to the Executive, and this Agreement shall terminate upon the date set forth in said notice as if said date were the termination date of this Agreement; provided, however, that no such termination shall be effective if prior to the date when such notice is given, the Executive's illness or incapacity shall have terminated and he shall be physically and mentally able to perform the services required hereunder and shall have taken up and be performing such duties. If the Executive's employment shall be terminated by reason of his employment by death or disability, the Corporation Executive shall die or become Disabled (as such term is hereinafter defined) he or his estate, as the case may be, shall continue to receive the full amount of the base salary, as well as bonus and stock rights earned as at that time, to which he was theretofore entitled for the lesser of (i) one year or (ii) the remainder of the Term. Thereafter, Executive shall not be entitled to receive (i) any further payments on account earned and unpaid salary accrued through the date of his base salary until he shall cease termination, (ii) a pro rata portion of any annual bonus which the Executive would otherwise have been entitled to receive pursuant to any bonus plan or arrangement for senior executives of the Corporation (such pro rata portion to be Disabled and shall payable at the time such annual bonus would otherwise have resumed his duties hereunder and provided that been payable to the Corporation shall not have theretofore terminated this Agreement Executive) (iii) an amount per annum equal to 50% of the Executive's Base Salary as hereinafter provided. This Agreement shall automatically terminate upon the death of Executive. The Corporation may terminate this Agreement and Executive’s employment hereunder in effect at any time after Executive is Disabledtermination, upon at least 30 days’ prior written notice. For the purposes of this Agreementpayable monthly, Executive shall be deemed to have become “Disabled” when (x) by reason of physical or mental incapacity, Executive is not able to perform a substantial portion of his duties hereunder for a period of 135 consecutive days or for 135 days in two (2) years after such termination, and (iv) subject to the terms thereof, any consecutive 225-day period or (y) when Executive’s physician and a physician designated by the Corporation shall have determined that Executive shall not benefits which may be able, by reason of physical or mental incapacity, due to perform a substantial portion of his duties hereunder. In the event that such physicians are unable to agree on whether the Executive is Disabled pursuant to clauses (x) on the date of termination under the provisions of any employee benefit plan, program or (y) above, the matter shall be resolved by the determination of a third physician qualified to practice medicine in the United States of America and selected by the designated physicians. If Executive shall receive benefits under any disability policy maintained by the Corporation, the Corporation shall be entitled to deduct the amount equal to the benefits so received from base salary that it otherwise would have been required to pay to Executive as provided abovepolicy.