Common use of Death; Disability Clause in Contracts

Death; Disability. During the Term, the Term of this Agreement and Executive's employment hereunder shall terminate upon Executive's death or Disability, and in either case Executive shall be entitled to receive (a) his Accrued Rights, and (b) upon the Compensation Committee's determination, in its reasonable discretion, that the performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved (which performance goals, conditions or metrics may be pro-rated in the sole discretion of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what level, an amount equal to the pro-rata portion of the Current Year LTIP Award corresponding to such level of achievement determined by the Compensation Committee, which pro-rata portion shall be based on a fraction, the numerator of which is the number of days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to clause (a) of this Section 4.3 shall be payable in a lump sum no later than ten (10) days following the date of the termination of Executive's employment. The amount payable pursuant to clause (b) of this Section 4.3, if any, shall be payable in a lump sum no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, upon a termination, during the Term, as a result of Executive's death or Disability, any unvested Long Term Incentive Award (i) that is subject solely to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by Executive.

Death; Disability. During If, during the TermEmployment Period, the Term of this Agreement and Executive's ’s employment hereunder shall terminate upon Executive's on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Disability, and in either case the Company shall have no further obligations to the Executive other than to pay to or provide the Executive (or his estate) the following: (i) The Company shall be entitled pay to receive or provide the Executive (aor his estate) his the following within 10 business days after the Executive’s death or the date on which the Executive becomes Disabled: (A) the Accrued RightsBase Salary through the Date of Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, (C) the Pro Rated Annual Bonus (if any), and (bD) upon an amount equal to one times Annual Base Salary; (ii) During the Compensation Committee's determination12 month period following the Date of Termination, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in its reasonable discretion, that the performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved (which performance goals, conditions or metrics may be pro-rated in the sole discretion of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what leveleither case, an amount equal to the pro-rata monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination (or the remaining portion thereof); All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi) (which shall vest as set forth in the applicable award agreement) shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Current Year LTIP Award corresponding to such level Date of achievement determined by Termination and (B) the Compensation Committee, which pro-rata portion shall be based on a fraction, the numerator four year anniversary of which is the number of days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to clause (a) of this Section 4.3 shall be payable in a lump sum no later than ten (10) days following the date of the termination of Executive's employment. The amount payable pursuant to clause (b) of this Section 4.3, if any, shall be payable in a lump sum no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, upon a termination, during the Term, as a result of Executive's death or Disability, any unvested Long Term Incentive Award (i) that is subject solely to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by Executivewas granted.

Death; Disability. During the Term, the Term of this Agreement and ExecutiveThe Employee's employment hereunder shall terminate upon Executivehis death or, at the election of the Company by written notice to the Employee, if the Employee becomes Disabled (as such term is hereinafter defined). In the event of a termination of the Employee's employment for death or Disability, and in either the Company shall pay the Employee (or his legal representatives, as the case Executive shall be entitled to receive may be), as follows: (a) his Accrued Rightswithin ten (10) days following death or such notice, and any accrued but unpaid Base Salary as of the Termination Date; (b) upon the Compensation CommitteeEmployee's determinationBase Salary until the expiration of 12 months from the date of death or termination for Disability (the "Extension Period"), in its reasonable discretion, that the performance goals, conditions or metrics related such Base Salary to the Current Year LTIP Award be paid as and when such Base Salary would have been achieved (which performance goals, conditions or metrics may be pro-rated in paid had the sole discretion employment of the Compensation Committee Employee continued through the Extension Period; (c) within ten (10) days after the next Financial Statement Receipt Date to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what leveloccur, an amount equal to (x) the pro-rata portion amount of Incentive Compensation, if any, that would have been payable to the Current Year LTIP Award corresponding Employee with respect to such level of achievement determined the fiscal year during which the Termination Date occurred had the Termination Date not occurred multiplied by the Compensation Committee, which pro-rata portion shall be based on (y) a fraction, the numerator of which is the number of days during in such fiscal year which expired prior to the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, Termination Date and the denominator of which is 365; (d) within ten (10) days following the total Termination Date, a cash payment equal to the Employee's Base Salary on a daily basis (computed on a 365-day year) in effect on the Termination Date, multiplied by the number of accrued and unused vacation days at the Termination Date; (e) within ten (10) days following the Termination Date, any accrued but unpaid expenses incurred by the Employee as of the Termination Date in accordance with Section 3.02 hereof; (f) within ten (10) days following the then current Performance Period. The amount payable Termination Date, any accrued and unpaid benefits to which the Employee may be entitled pursuant to clause Section 3.01 hereof; (ag) within ten (10) days following the Termination Date, any other accrued and unpaid compensation payable to the Employee as of this Section 4.3 shall be payable the Termination Date, the amount of which has already been calculated as of the Termination Date in a lump sum no later than accordance with the terms hereof; and (h) within ten (10) days following the date after the Termination Date as of which it is calculated in accordance with the terms hereof, any other accrued and unpaid compensation payable to the Employee as of the termination of Executive's employment. The amount payable pursuant to clause (b) of this Section 4.3, if any, shall be payable in a lump sum no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, upon a termination, during the Term, as a result of Executive's death or Disability, any unvested Long Term Incentive Award (i) that is subject solely to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by ExecutiveTermination Date.

Death; Disability. During If, during the TermEmployment Period, the Term of this Agreement and Executive's ’s employment hereunder shall terminate upon on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Executive becoming Disabled, the Company shall pay to or provide the Executive (or his estate) the following: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the Executive's ’s death or Disabilitythe date on which the Executive becomes Disabled: (A) the Accrued Base Salary through the Date of Termination to the extent theretofore unpaid, and in either case Executive shall be entitled (B) the Prior Year Bonus to receive (a) his Accrued Rightsthe extent theretofore unpaid, and (bC) upon the Compensation Committee's determinationPro Rated Annual Bonus (if any), and (D) an amount equal to $375,000; and (ii) During the 12 month period following the Date of Termination, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in its reasonable discretion, that the performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved (which performance goals, conditions or metrics may be pro-rated in the sole discretion of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what leveleither case, an amount equal to the pro-rata monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi) (which shall vest as set forth in the applicable award agreement), shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Current Year LTIP Award corresponding to such level Date of achievement determined by Termination and (B) the Compensation Committee, which pro-rata portion shall be based on a fraction, the numerator four year anniversary of which is the number of days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to clause (a) of this Section 4.3 shall be payable in a lump sum no later than ten (10) days following the date of the termination of Executive's employment. The amount payable pursuant to clause (b) of this Section 4.3, if any, shall be payable in a lump sum no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, upon a termination, during the Term, as a result of Executive's death or Disability, any unvested Long Term Incentive Award (i) that is subject solely to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by Executivewas granted.

Death; Disability. During If, during the TermEmployment Period, the Term of this Agreement and Executive's ’s employment hereunder shall terminate upon Executive's on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Disability, and in either case the Company shall have no further obligations to the Executive other than to pay to or provide the Executive (or his estate) the following: (i) The Company shall be entitled pay to receive or provide the Executive (aor his estate) his the following within ten (10) business days after the Executive’s death or the date on which the Executive becomes Disabled: (A) the Accrued RightsBase Salary through the Date of Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, (C) the Pro Rated Annual Bonus (if any), and (bD) upon an amount equal to one (1) times the Compensation Committee's determinationCompany Base Salary, within ten (10) days after the Date of Termination. (ii) During the COBRA Period, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of the Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in its reasonable discretion, that the performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved (which performance goals, conditions or metrics may be pro-rated in the sole discretion of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what leveleither case, an amount equal to the pro-rata monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof). Any Company equity awards and other performance incentive awards hereafter granted to the Executive shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve (12) month anniversary of the Current Year LTIP Award corresponding to such level Date of achievement determined by Termination and (B) the Compensation Committee, which pro-rata portion shall be based on a fraction, the numerator four (4) year anniversary of which is the number of days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to clause (a) of this Section 4.3 shall be payable in a lump sum no later than ten (10) days following the date of the termination of Executive's employment. The amount payable pursuant to clause (b) of this Section 4.3, if any, shall be payable in a lump sum no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, upon a termination, during the Term, as a result of Executive's death or Disability, any unvested Long Term Incentive Award (i) that is subject solely to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by Executivewas granted.

Death; Disability. During Subject to Section 5.18, in the Term, the Term event of a termination of this Agreement and Executive's 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 upon Executive's death and Employer’s sole obligation under this Agreement or Disabilityotherwise 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 within twenty-one (21) days (or forty-five days (45) for a group termination) following receipt by Employee or Employee’s estate, as applicable, and non-revocation of a general release in either case Executive shall be entitled to receive the form as attached as Exhibit A hereto (the “Release”); provided, however, the Release will preserve (a) his Accrued RightsEmployee’s rights, if any, to indemnification by Employer, (b) Employee’s rights, if any, as a shareholder of Employer, and (bc) upon Employee’s rights, if any, under the Compensation Committee's determinationterms of this Agreement that are intended to survive the termination of this Agreement and Employee’s employment hereunder), pay to Employee or Employee’s estate, as applicable, the Prorata Bonus (as defined below). Employer agrees that it shall deliver the Release to Employee (or her estate, if applicable), within five (5) calendar days following the effective date of termination. The Prorata Bonus shall be payable in its reasonable discretiona lump sum on the next regular paydate following 60 days after the date of Employee’s termination of employment with Employer; provided, that if such 60 day period begins in one calendar year and ends in a second calendar year, then the Prorata Bonus shall not be paid until the second of such two calendar years (regardless of whether Employee delivers the required Release in the first calendar year or in the second calendar year). As used in this Agreement: “Prorata Bonus” shall mean the product of: (A) the greater of (x) the Annual Bonus that Employee received attributable to performance goals, conditions or metrics related during the full fiscal year immediately prior to the Current Year LTIP Award have been achieved date of Employee’s termination of employment with Employer, or (y) Employee’s target Annual Bonus for the fiscal year in which performance goals, conditions or metrics may be pro-rated in the sole discretion date of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiarytermination of Employee’s employment with Employer occurred; and (B) and, if so, at what level, an amount equal to the pro-rata portion of the Current Year LTIP Award corresponding to such level of achievement determined by the Compensation Committee, which pro-rata portion shall be based on a fraction, the numerator of which is the number of days during in the then current Performance Period that fiscal year in which the Executive was actually employed by date of termination occurs through the Company or any Subsidiary, effective date of Employee’s termination of employment and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to clause (a) of this Section 4.3 shall be payable in a lump sum no later than ten (10) days following the date of the termination of Executive's employment. The amount payable pursuant to clause (b) of this Section 4.3, if any, shall be payable in a lump sum no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, upon a termination, during the Term, as a result of Executive's death or Disability, any unvested Long Term Incentive Award (i) that is subject solely to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by Executive365.

Death; Disability. During the Term, the The Term of this Agreement and Executive's ’s employment hereunder shall terminate upon Executive's ’s death or Disability. Upon termination of Executive’s employment hereunder due to death or Disability, and in either Executive or Executive’s legal representative or estate (as the case Executive may be) shall be entitled to receive (ai) his the Accrued Rights, plus (ii) an amount equal to a pro-rated portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based upon (a) actual performance for such fiscal year, as determined at the end of such fiscal year and (b) upon the Compensation Committee's determinationpercentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, in its reasonable discretion, plus (iii) provided that Executive or Executive’s legal representative or estate (as the performance goals, conditions or metrics related case may be) first executes and returns to the Current Year LTIP Award have been achieved Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which performance goals, conditions or metrics Executive may be pro-rated in the sole discretion entitled as a result of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by his serving as an officer or Director of the Company or any Subsidiary) and, if so, at what level, an amount equal that is in form and substance reasonable satisfactory to the pro-rata portion of the Current Year LTIP Award corresponding to such level of achievement determined by the Compensation Committee, which pro-rata portion shall be based on a fraction, the numerator of which is the number of days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to clause Company: (a) of this Section 4.3 shall be an amount, payable in a lump sum no later than ten (10) without discount 30 days following after the date of the termination of Executive's employment. The amount payable pursuant to clause (b) of this Section 4.3, if any, shall be payable in a lump sum no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, upon a termination, during the Term, as a result of Executive's ’s death or Disability, any unvested Long Term Incentive Award Disability (subject to Section 6.20) equal to two (2) times the sum of Executive’s (i) that is subject solely to a time-based vesting condition will become vested immediately, annual Base Salary at the time of termination and (ii) the average Annual Bonus actually earned and paid with respect to the last three full calendar years of the Term completed prior to the date of termination. In the event that there are less than three full calendar years of the Term completed by the date of termination, such average shall be based on the average Annual Bonus(es) actually earned and paid (or, if no Annual Bonus has been earned or paid by such termination date, the amount of the maximum Target Bonus Amount for the year of termination shall replace the average Annual Bonus in clause (ii) above) during the Term through the date of termination. In addition, any calculation pursuant to clause (ii) above will be based only on Annual Bonus amounts (or Target Bonus Amounts, as applicable) for Executive in Executive’s employment capacity at the time of termination (i.e., CIO or CEO, as applicable) without reference to amounts earned and paid with respect to any prior capacity Executive served for the Company. (b) continued medical benefits for Executive, Executive’s spouse and Executive’s eligible dependents, who at the time of Executive’s termination are enrolled in the Company’s benefits plan provided for a period of twelve (12) months following the Executive’s termination of employment. Such benefits shall be substantially identical to benefits maintained for other senior executives of the Company, and shall be contingent upon Executive’s eligible dependents continuing to fund any applicable “employee portion” of any premiums of other co-pay or employee funded amounts. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.3 (b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. (c) In the event of a termination of employment pursuant to this Section 4.3, each grant made to Executive pursuant to the OIP or any similar plan that is subject to subsequent performance-a time based vesting conditions will vestcondition shall become vested (i) in accordance with the terms of the grant or award, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90ii) days as though such grant or award had vested in equal quarterly amounts over the applicable vesting period specified in the grant or award, whichever results in highest number of vested securities or other rights. Executive or his estate shall have (i) thirty days or (ii) the period specified in the grant or award whichever is greater, in which to exercise any rights contained those rights; provided that in any no event shall such exercise period be extended past the date the grant or award that are subject to exercise expires by Executiveits terms.

Death; Disability. During the Term, the The Term of this Agreement and Executive's ’s employment hereunder shall terminate upon Executive's ’s death or Disability. Upon termination of Executive’s employment hereunder due to death or Disability, and in either Executive or Executive’s legal representative or estate (as the case Executive may be) shall be entitled to receive (ai) his the Accrued Rights, plus (ii) an amount equal to a pro-rated portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based upon (a) actual performance for such fiscal year, as determined at the end of such fiscal year and (b) upon the Compensation Committee's determinationpercentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, in its reasonable discretion, plus (iii) provided that Executive or Executive’s legal representative or estate (as the performance goals, conditions or metrics related case may be) first executes and returns to the Current Year LTIP Award have been achieved Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which performance goals, conditions or metrics Executive may be pro-rated in the sole discretion entitled as a result of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by his serving as an officer or Director of the Company or any Subsidiary) and, if so, at what level, an amount equal that is in form and substance reasonable satisfactory to the pro-rata portion of the Current Year LTIP Award corresponding to such level of achievement determined by the Compensation Committee, which pro-rata portion shall be based on a fraction, the numerator of which is the number of days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to clause Company: (a) of this Section 4.3 shall be an amount, payable in a lump sum no later than ten (10) without discount within 30 days following of the date of the termination of Executive's employment. The amount payable pursuant to clause (b) of this Section 4.3, if any, shall be payable in a lump sum no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, upon a termination, during the Term, as a result of Executive's ’s death or Disability, any unvested Long Term Incentive Award Disability (subject to Section 6.20) equal to the sum of Executive’s (i) that is subject solely to a time-based vesting condition will become vested immediately, annual Base Salary at the time of termination and (ii) the average Annual Bonus actually earned and paid for the last three full calendar years of the Term completed on the date of termination. In the event that there are less than three full calendar years of the Term completed on the date of termination, the average shall be based on the average Annual Bonus actually earned and paid (or payable) during the Term through the date of termination. (b) continued medical benefits for Executive, Executive’s spouse and Executive’s eligible dependents, who at the time of Executive’s termination are enrolled in the Company’s benefits plan provided for a period of twelve (12) months following the Executive’s termination of employment. Such benefits shall be substantially identical to benefits maintained for other senior executives of the Company, and shall be contingent upon Executive’s eligible dependents continuing to fund any applicable “employee portion” of any premiums of other co-pay or employee funded amounts. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.3 (b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. In the event of a termination of employment pursuant to this Section 4.3, each grant made to Executive pursuant to the OIP or any similar plan that is subject to subsequent performance-a time based vesting conditions will vestcondition shall become vested (i) in accordance with the terms of the grant or award, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90ii) days as though such grant or award had vested in equal quarterly amounts over the applicable vesting period specified in the grant or award, whichever results in highest number of vested securities or other rights. Executive or his estate shall have (i) thirty days or (ii) the period specified in the grant or award whichever is greater, in which to exercise any rights contained those rights; provided that in any no event shall such exercise period be extended past the date the grant or award that are subject to exercise expires by Executiveits terms.

Death; Disability. During Termination Upon the TermExpiration Date or Thereafter, Termination without Cause by the Term Company or Resignation with Good Reason by Executive. Upon the earliest to occur of this Agreement and (w) the termination of Executive's ’s employment hereunder shall terminate upon Executive's with the Company due to his death or Disability, (x) the Company’s termination of Executive’s employment without Cause, (y) Executive’s resignation from the Company for Good Reason and in either case (z) any termination or resignation of employment (other than by the Company for Cause) concurrent with or immediately following the Expiration Date, Executive shall be entitled to receive the following: (ai) his Executive’s Accrued Rights, and Amounts; (bii) upon the Compensation Committee's determination, in its reasonable discretion, that the performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved (which performance goals, conditions or metrics may be pro-rated in the sole discretion Payment of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what level, an amount equal to two (2) times Executive’s Base Salary, payable in a lump sum in cash on the first business day on or after the sixtieth (60th) day following the termination date; (iii) Payment of an amount equal to two (2) times Executive’s Target Annual Bonus, payable in a lump sum in cash on the first business day on or after the sixtieth (60th) day following the termination date; (iv) (A) for a termination of employment occurring on or before December 31, 2015, payment of a pro-rata portion rated Annual Bonus for the fiscal year of such termination equal to the Current Year LTIP Award corresponding Annual Bonus Executive is entitled to such level of achievement determined by the Compensation Committee, which pro-rata portion shall be based on actual performance for such year (without regard to Executive’s termination), multiplied by a fraction, the numerator of which is the number of days during in the then current Performance Period that fiscal year of Executive’s termination prior to the Executive was actually employed by the Company or any Subsidiarytermination date, and the denominator of which is 365, or (B) for a termination of employment occurring after December 31, 2015, payment of a full Target Annual Bonus (or if greater, Annual Bonus based on actual performance) for the total number fiscal year of days in the then current Performance Period. The amount payable pursuant to clause (a) of this Section 4.3 shall be such termination, payable in a lump sum no later in cash on the first business day on or after the sixtieth (60th) day following the termination date; (v) Continued participation for Executive and his spouse and then covered dependents in the applicable group medical plan of the Company, if any, in which Executive and his eligible spouse and dependents participate as of the date of termination in accordance with the terms of such plan in effect from time to time for executive officers of the Company generally and so long as such continued participation is permissible under applicable law and does not result in any penalty or additional tax (other than ten taxes applicable to the payment of wages) upon Executive or the Company or, in lieu of such continued coverage and solely in order to avoid any such penalty or additional tax, monthly payments equal to the excess of the COBRA rate (10or equivalent rate) days under such group medical plan over the amount payable generally by executive officers of the Company, in each case until the earlier of (A) eighteen (18) months following the termination date or (B) the date that Executive (or any eligible spouse or dependent but only as to the eligibility of such spouse or dependent) obtains new employment that offers group medical coverage; (vi) All service-based vesting requirements in respect of all unvested and outstanding stock options, restricted stock units, performance share, and other equity incentive awards as of Executive’s termination date shall be waived as of the day immediately preceding such termination date and all performance goals applicable to such awards shall be deemed met at the greater of actual or target levels; (vii) Each stock option granted to Executive which is vested (or deemed vested in accordance with this Section 3(b)) on Executive’s termination date will remain exercisable until the earlier of (A) three (3) years following the date of the Executive’s termination or resignation of Executive's employment. The amount payable pursuant to clause employment (b) of this Section 4.3or, if anylater, shall be payable in a lump sum no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the post-termination date of the termination of Executive's employment. In addition, upon a termination, during the Term, as a result of Executive's death or Disability, any unvested Long Term Incentive Award (i) that is subject solely to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90) days or the period specified in the grant option) and (B) the normal expiration date of such stock option that would have applied if Executive’s employment with the Company had continued; and (viii) The employment or award, whichever is greater, service requirements of any retention policy applicable to exercise any rights contained Annual Bonus or any other compensation previously paid or payable in any such grant cash or award that are subject otherwise shall cease to exercise by Executiveapply.

Death; Disability. During Subject to Section 5.18, in the Term, the Term event of a termination of this Agreement and Executive's 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 upon Executive's death and Employer’s sole obligation under this Agreement or Disabilityotherwise 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 within twenty-one (21) days (or forty-five days (45) for a group termination) following receipt by Employee or Employee’s estate, as applicable, and non-revocation of a general release in either case Executive shall be entitled a form satisfactory to receive 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) his Accrued RightsEmployee’s rights, if any, to indemnification by Employer, (b) Employee’s rights, if any, as a shareholder of Employer, and (bc) upon Employee’s rights, if any, under the Compensation Committee's determinationterms of this Agreement that are intended to survive the termination of this Agreement and Employee’s employment hereunder), in its reasonable discretionpay to Employee or Employee’s estate, that as applicable, the performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved Prorata Bonus (which performance goals, conditions or metrics may be pro-rated in the sole discretion of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiaryas defined below) and, if so, at what level, an amount equal such termination occurs prior to the pro-rata portion two (2) year anniversary of the Current Year LTIP Award corresponding Commencement Date, the Prorata Retention Payment (as defined below). Employer agrees that it shall deliver the Release to such level Employee (or her estate, if applicable), within five (5) calendar days following the effective date of achievement determined by termination. The Prorata Bonus and the Compensation Committee, which pro-rata portion Prorata Retention Payment shall be based payable in a lump sum on the next regular paydate following six (6) months after the date of Employee’s termination of employment with Employer; provided, however, Employer will pay the Prorata Bonus and the Prorata Retention Payment in a lump sum on the next regular paydate following the eighth (8th) day after Employee’s or Employee’s estate’s, as applicable, execution and delivery of the Release if making the payment at such time will not cause Employee (or Employee’s estate, if applicable) to incur an “additional tax” as defined in Section 409A(a)(1)(B) of the Code; provided further, that if Employee’s termination of employment with Employer occurs on or within 34 calendar days (or in the case of a group termination, 58 calendar days) prior to the end of a calendar year, none of the Prorata Bonus or the Prorata Retention Payment shall be paid prior to the first business day of the immediately following calendar year. As used in this Agreement: (i) “Prorata Bonus” shall mean the product of: (A) the greater of (x) 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 (y) Employee’s target Annual Bonus for the fiscal year in which the date of termination of Employee’s employment with Employer occurred; and (B) a fraction, the numerator of which is the number of days during in the then current Performance Period fiscal year in which the date of termination occurs through the effective date of Employee’s termination of employment and the denominator of which is 365; and (ii) “Prorata Retention Payment” shall mean the product of: (A) that amount equal to fifty percent (50%) of the Executive aggregate amount of the Retention Bonus; and (B) a fraction, the numerator of which is the number of days Employee was actually employed by since the Company Commencement Date (in the case of a termination of employment on or any Subsidiarybefore the first anniversary of the Commencement Date) or since the first anniversary of the Commencement Date (in the case of a termination of employment following the first anniversary of the Commencement Date), and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to clause (a) of this Section 4.3 shall be payable in a lump sum no later than ten (10) days following the date of the termination of Executive's employment. The amount payable pursuant to clause (b) of this Section 4.3, if any, shall be payable in a lump sum no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, upon a termination, during the Term, as a result of Executive's death or Disability, any unvested Long Term Incentive Award (i) that is subject solely to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by Executive365.

Death; Disability. During the Term, the The Term of this Agreement and Executive's ’s employment hereunder shall terminate upon Executive's ’s death or Disability. Upon termination of Executive’s employment hereunder due to death or Disability, and in either Executive or Executive’s legal representative or estate (as the case Executive may be) shall be entitled to receive (ai) his the Accrued Rights, plus (ii) an amount equal to a pro-rated portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based upon (a) actual performance for such fiscal year, as determined at the end of such fiscal year and (b) upon the Compensation Committee's determinationpercentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, in its reasonable discretion, plus (iii) provided that Executive or Executive’s legal representative or estate (as the performance goals, conditions or metrics related case may be) first executes and returns to the Current Year LTIP Award have been achieved Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which performance goals, conditions or metrics Executive may be pro-rated in the sole discretion entitled as a result of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by his serving as an officer or director of the Company or any Subsidiary) and, if so, at what level, an amount equal that is in form and substance reasonably satisfactory to the pro-rata portion of the Current Year LTIP Award corresponding to such level of achievement determined by the Compensation Committee, which pro-rata portion shall be based on a fraction, the numerator of which is the number of days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to clause Company: (a) of this Section 4.3 shall be an amount, payable in a lump sum no later than ten (10) without discount within 30 days following of the date of termination as the result of Executive’s death or Disability (subject to Section 6.6), equal to two (2) times the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) the average Annual Bonus actually earned and paid for the last three full calendar years ending prior to the termination date. In the event that there are less than three full calendar years of Executive's employment. The amount payable pursuant to clause the Term completed on the date of termination, the average shall be based on the average Annual Bonus actually earned and paid (or payable) during the Term through the date of termination. (b) continued medical benefits for Executive, Executive’s spouse and Executive’s eligible dependents, who at the time of Executive’s termination are enrolled in the Company’s benefits plans provided for a period of twelve (12) months following Executive’s termination of employment. Such benefits shall be substantially identical to the benefits maintained for other senior executives of the Company, and shall be contingent upon Executive’s eligible dependents continuing to fund any applicable “employee portion” of any premiums or other co-pay or employee-funded amounts. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.3(b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. In the event of a termination of employment pursuant to this Section 4.3, if any, shall be payable in a lump sum no later than thirty (30) days following each grant made to Executive pursuant to the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, upon a termination, during the Term, as a result of Executive's death OIP or Disability, any unvested Long Term Incentive Award (i) that is subject solely to a time-based vesting condition will become vested immediately, and (ii) similar plan that is subject to subsequent performance-a time based vesting conditions will vestcondition shall become vested (i) in accordance with the terms of the grant or award, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90ii) days as though such grant or award had vested in equal quarterly amounts over the applicable vesting period specified in the grant or award, whichever results in highest number of vested securities or other rights. Executive or his estate shall have (i) thirty days or (ii) the period specified in the grant or award whichever is greater, in which to exercise any rights contained in any such grant or award that are subject to exercise by Executiveexecute those rights.

Death; Disability. During If, during the TermEmployment Period, the Term of this Agreement and Executive's ’s employment hereunder shall terminate upon Executive's on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Disability, and in either case the Company shall have no further obligations to the Executive other than to pay to or provide the Executive (or his estate) the following: (i) The Company shall be entitled pay to receive or provide the Executive (aor his estate) his the following within 10 business days after the Executive’s death or the date on which the Executive becomes Disabled: (A) the Accrued RightsBase Salary through the Date of Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, (C) the Pro Rated Annual Bonus (if any), and (bD) upon an amount equal to one (1) times the Compensation Committee's determinationAnnual Base Salary within 10 days after the Date of Termination. (ii) During the COBRA Period, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in its reasonable discretion, that the performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved (which performance goals, conditions or metrics may be pro-rated in the sole discretion of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what leveleither case, an amount equal to the pro-rata monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(iv) and (v), (which shall vest as set forth in the applicable award agreement), shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Current Year LTIP Award corresponding to such level Date of achievement determined by Termination and (B) the Compensation Committee, which pro-rata portion shall be based on a fraction, the numerator four year anniversary of which is the number of days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to clause (a) of this Section 4.3 shall be payable in a lump sum no later than ten (10) days following the date of the termination of Executive's employment. The amount payable pursuant to clause (b) of this Section 4.3, if any, shall be payable in a lump sum no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, upon a termination, during the Term, as a result of Executive's death or Disability, any unvested Long Term Incentive Award (i) that is subject solely to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by Executivewas granted.

Death; Disability. During the Term, the Term of this Agreement and ExecutiveThe Employee's employment hereunder shall terminate upon Executivehis death or, at the election of the Company by written notice to the Employee, if the Employee becomes Disabled (as such term is hereinafter defined). In the event of a termination of the Employee's employment for death or Disability, and in either the Company shall pay the Employee (or his legal representatives, as the case Executive shall be entitled to receive may be), as follows: (a) his Accrued Rightswithin ten (10) days following death or such notice, and any accrued but unpaid Base Salary as of the Termination Date; (b) upon the Compensation CommitteeEmployee's determinationBase Salary until the expiration of 12 months from the date of death or termination for Disability (the "Extension Period"), in its reasonable discretion, that the performance goals, conditions or metrics related such Base Salary to the Current Year LTIP Award be paid as and when such Base Salary would have been achieved (which performance goals, conditions or metrics may be pro-rated in paid had the sole discretion employment of the Compensation Committee Employee continued through the Extension Period; (c) within ten (10) days after the next Financial Statement Receipt Date to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what leveloccur, an amount equal to (x) the pro-rata portion amount of Incentive Compensation, if any, that would have been payable to the Current Year LTIP Award corresponding Employee with respect to such level of achievement determined the fiscal year during which the Termination Date occurred had the Termination Date not occurred multiplied by the Compensation Committee, which pro-rata portion shall be based on (y) a fraction, the numerator of which is the number of days during in such fiscal year which expired prior to the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, Termination Date and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to clause 365; (ad) of this Section 4.3 shall be payable in a lump sum no later than within ten (10) days following the date Termination Date, a cash payment equal to the Employee's Base Salary on a daily basis (computed on a 365-day year) in effect on the Termination Date, multiplied by the number of accrued and unused vacation days at the termination of Executive's employment. The amount payable pursuant to clause Termination Date; (be) of this Section 4.3, if any, shall be payable in a lump sum no later than thirty within ten (3010) days following the determination Termination Date, any accrued but unpaid expenses incurred by the Employee as of the Compensation Committee of Executive's entitlement Termination Date in accordance with Section 3.2 hereof; (f) within ten (10) days following the Termination Date, any accrued and unpaid benefits to receive a Current Year LTIP Awardwhich the Employee may be entitled pursuant to Section 3.1 hereof; (g) within ten (10) days following the Termination Date, but no later than March 15th any other accrued and unpaid compensation payable to the Employee as of the calendar year Termination Date, the amount of which has already been calculated as of the Termination Date in accordance with the terms hereof; and (h) within ten (10) days following the date Termination Date as of which it is calculated in accordance with the terms hereof, any other accrued and unpaid compensation payable to the Employee as of the termination of Executive's employment. In addition, upon a termination, during the Term, as a result of Executive's death or Disability, any unvested Long Term Incentive Award (i) that is subject solely to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by ExecutiveTermination Date.

Death; Disability. During In the event that Executive dies or becomes Disabled (as defined herein) during the Term, the Term of this Agreement and Executive's ’s employment hereunder shall terminate either (i) when such death occurs, or (ii) upon Executive's death or written notice by the Company at any time after Disability occurs (provided that, in the event of any Disability, and the Company shall have the right, but not the obligation, to terminate this Agreement), and, in either event, and the Company shall pay Executive (or his legal representative, as the case Executive shall be entitled to receive may be) as follows: (a) his Accrued Rights, any Base Salary and vacation time accrued but unpaid as of the date of death or termination for Disability; (b) upon the Compensation Committee's determinationany reimbursement for expenses incurred in accordance with Section 3.2.; and (c) an amount, in its reasonable discretion, that the performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved (which performance goals, conditions or metrics may be pro-rated in the sole discretion determined as of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) anddate of termination of Executive’s employment under this Section 4.4, if so, at what level, an amount equal to the pro-rata portion present value of the Current Year LTIP Award corresponding to payments of Base Salary Executive would have received during the 24-month period following such level termination (assuming that, throughout such 24-month period, Executive would have received his monthly Base Salary in effect upon the date of achievement determined termination), calculated by applying a 6% annual rate of interest without compounding and based on Executive’s Base Salary and the Compensation CommitteeCompany’s normal payroll practices in effect as of the date of such termination, which pro-rata portion shall be based on a fraction, the numerator of which is the number of days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to clause (a) of this Section 4.3 shall be payable in a lump sum no later than ten on the sixtieth (1060th) days day following the date of the termination of Executive's employment’s employment (or, if such day is not a business day, on the first business day thereafter). The amount payable pursuant For the purposes of this Agreement, Executive shall be deemed to clause be “Disabled” or have a “Disability” if, because of Executive’s physical or mental disability, he has been substantially unable to perform his duties hereunder for twelve (12) work weeks in any 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 (b) unable to reasonably and effectively carry out his duties because any reasonable accommodation which may be required would cause the Company undue hardship. In the event of a disagreement concerning Executive’s perceived Disability, Executive shall submit to such examinations as are deemed appropriate by three practicing physicians specializing in the area of Executive’s Disability, one selected by Executive, one selected by the Company, and one selected by both such physicians. 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 Section 4.3paragraph with respect to any perceived Disability of Executive. Notwithstanding the foregoing, if anyto 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 payable considered to be on unpaid leave of absence and not terminated, (ii) his group health benefits shall remain in a lump sum no later than thirty full force and effect, and (30iii) days following if Executive recovers from any such Disability, at that time, to the determination of extent required by any state or federal family and medical leave law, upon Executive’s request, he shall be restored to his position hereunder or to an equivalent position, as the Compensation Committee Company may determine, and the Term of Executive's entitlement ’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 4.4, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive’s employment under this Section 4.4, constitute the only payments which Executive (or his legal representative, as the case may be) shall be entitled to receive from the Company hereunder in the event of a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, upon a termination, during the Term, as a result of Executive's his employment for death or Disability, any unvested Long Term Incentive Award and the Company shall have no further liability or obligation to him (i) that is subject solely to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90legal representatives, as the case may be) days hereunder or the period specified otherwise in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by Executiverespect of his employment.

Death; Disability. During Subject to Section 5.1(e), if, during the TermEmployment Period, the Term of this Agreement and Executive's ’s employment hereunder shall terminate upon is terminated due to the Executive's ’s death or Disability, the Company shall pay or provide to the Executive or to the Executive’s estate if the Executive has died: (i) The Accrued Obligation within thirty (30) days following the Date of Termination or such earlier date as may be required by applicable law; (ii) The Benefit Obligation at the times specified in and in either case accordance with the terms of the applicable employee benefit plans and compensation arrangements; (iii) A pro-rated Annual Bonus for the year in which the Date of Termination occurs based on actual performance results as determined by the Compensation Committee, multiplied by a fraction, the numerator of which shall be the number of days of the Executive’s actual employment in the year in which the Date of Termination occurs and the denominator of which shall be the total number of days in the year in which the Date of Termination occurs, which amount shall be paid at the time that bonuses for such year are otherwise paid to the Company’s active executives; (iv) Vesting of all non-performance-based equity awards held by the Executive shall be entitled to receive accelerated and such awards shall be settled, and, in the case of share appreciation rights and share options, remain outstanding, for the remainder of their terms; (av) his Accrued RightsVesting of any outstanding and unvested Sign-on LILAB Award shall be accelerated in full based upon actual performance as of the Date of Termination, and (b) upon as certified by the Compensation Committee's determinationCommittee as soon as practicable following the Date of Termination; provided, in its reasonable discretionhowever, that the performance goalsParent may, conditions or metrics related to the Current Year LTIP Award have been achieved (which performance goals, conditions or metrics may be pro-rated in the sole discretion of the Compensation Committee Committee, require the Executive or the Executive’s estate to reflect exchange the period Class B Shares issued as a result of the vesting of the Sign-on LILAB Award, including the unrestricted Class B Shares that vest on July 28, 2022, for (A) Class A Shares on a 1:1 basis and (B) a number of Class C Shares with a value equal to One Million Dollars ($1,000,000), with the number of Class C Shares to be issued being determined by dividing $1,000,000 by the average closing price of Class C Shares for the five trading days immediately following the Date of Termination; (vi) If the Executive’s death or termination due to Disability occurs during the then current Performance Employment Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what level, an amount equal and prior to the last day of the performance period for any performance share unit awards (or other performance-based awards) granted as part of an Annual Equity Grant, then the Executive shall be entitled to pro-rata portion rated vesting of such awards, based upon (1) (A) target performance if the Executive’s death or Disability occurs during the first year of the Current Year LTIP Award corresponding to such level performance period for the applicable performance-based award or (B) actual performance if the Executive’s death or Disability occurs after the first year of achievement determined by the Compensation Committeeperformance period for the applicable performance based award, which pro-rata portion shall be based on a fraction, the numerator of which is and (2) the number of days during the then current Performance Period applicable performance period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of which is divided by the total number of days in the then current Performance Periodsuch performance period. The amount payable pursuant to clause (a) of this Section 4.3 shall be payable in a lump sum no later than ten (10) days following the date achievement of the termination pre-determined metrics for the performance share units (or other awards) granted as part of Executive's employment. The amount payable pursuant to clause any Annual Equity Grant will be determined by the Compensation Committee at the end of the year during which the Executive ceased providing services and the earned performance share units (bor other awards) granted as part of this Section 4.3any Annual Equity Grant or otherwise, if anyafter proration as described in the prior sentence, shall be payable in a lump sum no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but paid no later than March 15th 15 of the calendar year following the date of year during which the termination of Executive ceased providing services; and (vii) If the Executive's employment. In addition, upon a termination, ’s death occurs during the TermEmployment Period, the Executive’s spouse and eligible dependents shall be entitled to continue participation in all welfare benefit plans, practices, policies and programs in which the Executive and the Executive’s spouse and eligible dependents participate in immediately prior to the Date of Termination during the period beginning on the Date of Termination and ending on the date that is eighteen (18) months after the Date of Termination. If the Executive’s termination due to Disability occurs during the Employment Period, the Executive and the Executive’s spouse and eligible dependents, as a result the case may be, shall be entitled to continue participation in all welfare benefit plans, practices, policies and programs in which the Executive and the Executive’s spouse and eligible dependents participate in immediately prior to the Date of Executive's death or Disability, any unvested Long Term Incentive Award Termination during the period beginning on the Date of Termination and ending on the earlier of (iA) the date that is subject solely to eighteen (18) months after the Date of Termination or (B) such date that the Executive obtains similar coverage from a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by Executiveemployer.

Death; Disability. During Executive’s employment and the Term, the Term of this Agreement and Executive's employment hereunder Employment Period shall terminate automatically upon Executive's death or ’s death. The Company may terminate Executive’s employment and the Employment Period immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death, or in the event that Executive’s employment and in either case the Employment Period ends on account of Executive’s Disability, Executive or Executive’s estate, as applicable, shall be entitled to receive the following: (ai) his Accrued Rightsany accrued but unpaid Base Salary through the Termination Date, and (b) upon the Compensation Committee's determination, in its reasonable discretion, that the performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved (which performance goals, conditions or metrics may be pro-rated in the sole discretion of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what level, an amount equal to the pro-rata portion of the Current Year LTIP Award corresponding to such level of achievement determined by the Compensation Committee, which pro-rata portion shall be based on a fraction, the numerator of which is the number of days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to clause (a) of this Section 4.3 shall be payable in a lump sum no later than ten (10) days following the date of Termination Date; (ii) reimbursement for any unreimbursed business expenses incurred through the termination of Executive's employment. The amount payable pursuant to clause (bTermination Date in accordance with Section 3(f) of this Section 4.3Agreement, if anypayable in accordance with applicable Company plan or policy; (iii) all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant payable in accordance with the applicable Company plan, policy or award agreement (the payments described in (i), (ii), and (iii) hereof, collectively, the “Accrued Benefits”); (iv) a lump sum no later than payment equal to the amount of Executive’s Base Salary that remains payable to Executive during the Term, measured from the Termination Date through the end of the Term (the “Cash Payment”); such payment to be made on the first regularly scheduled payroll period following the Termination Date; (v) any Annual Bonus for any preceding fiscal year during the Initial Period which, as of the Termination Date, has not been paid, and which would have been paid but for Executive’s termination of employment, such Annual Bonus to be paid at the same time as annual bonuses for such fiscal year are generally payable to other senior executives of the Company (the “Prior Year Bonus”); (vi) if the Termination Date occurs during the Initial Period, a pro-rata portion of the Annual Bonus Executive would have earned for the performance year in which the Termination Date occurs based on actual performance, with such pro-rata portion determined based on the quotient determined by dividing the number of days between the beginning of the performance period in which such termination occurs and the Termination Date, divided by 365 (the “Pro-Rata Annual Bonus”), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (vii) if the Termination Date occurs during the Initial Period, a lump sum payment equal to the sum of (x) a pro-rata portion of the Annual Bonus Executive would have earned for the performance year in which Termination Date occurs based on the higher of actual or target performance, with such pro-rata portion determined based on the quotient determined by dividing the number of days between the Termination Date and the conclusion of the performance period in which such termination occurs, divided by 365 (the “Pro-Rata Target Bonus”), and (y) a pro-rata portion of the Annual Bonus for any performance year remaining during the Initial Period that begins following the Termination Date based on target performance, with such pro-rata portion determined based on the quotient determined by dividing the number of days between the beginning of the performance year and the conclusion of the Term, divided by 365 (the “Pro-Rata Remaining Bonus”), payable on the first regularly scheduled payroll period following the Termination Date; (viii) effective as of the Termination Date, accelerated vesting of all equity and other Long-Term Incentive Awards held by Executive (the “Accelerated Vesting”), which will be settled within thirty (30) days following Executive’s Termination Date. (ix) a lump sum cash payment in an amount equal to the determination of Retention Bonus (the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award“Retention Bonus Acceleration”), but payable no later than March 15th ten (10) days following the Termination Date; and (x) continued coverage for Executive and his covered dependents under the Company’s health and welfare plans (including, without limitation, life and disability plans) and entitlement to any other benefits or perquisites in effect as of the calendar year following Termination Date through the date expiration of the Term that would have applied had Executive’s employment continued for the duration of the Term (the “Continued Benefits”). Following the conclusion of the Term, Executive and his covered dependents shall be eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) at Executive’s sole cost and expense. Following any such termination of Executive's ’s employment. In addition, upon a terminationexcept as set forth in this Section 4(b), during the Term, as a result of Executive's death or Disability, any unvested Long Term Incentive Award (i) that is subject solely to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90) days no further rights to any compensation or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by Executiveother benefits under this Agreement.

Death; Disability. During the Term, the Term of this Agreement and ExecutiveThe Employee's employment hereunder shall terminate upon Executivehis death or, at the election of the Company by written notice to the Employee, if the Employee becomes Disabled (as such term is hereinafter defined). In the event of a termination of the Employee's employment for death or Disability, and in either the Company shall pay the Employee (or his legal representatives, as the case Executive shall be entitled to receive may be), as follows: 7 (a) his Accrued Rightswithin ten (10) days following death or such notice, and any accrued but unpaid Base Salary as of the Termination Date; (b) upon the Compensation CommitteeEmployee's determinationBase Salary until the expiration of 12 months from the date of death or termination for Disability (the "Extension Period"), in its reasonable discretion, that the performance goals, conditions or metrics related such Base Salary to the Current Year LTIP Award be paid as and when such Base Salary would have been achieved (which performance goals, conditions or metrics may be pro-rated in paid had the sole discretion employment of the Compensation Committee Employee continued through the Extension Period; (c) within ten (10) days after the next Financial Statement Receipt Date to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what leveloccur, an amount equal to (x) the pro-rata portion amount of Incentive Compensation, if any, that would have been payable to the Current Year LTIP Award corresponding Employee with respect to such level of achievement determined the fiscal year during which the Termination Date occurred had the Termination Date not occurred multiplied by the Compensation Committee, which pro-rata portion shall be based on (y) a fraction, the numerator of which is the number of days during in such fiscal year which expired prior to the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, Termination Date and the denominator of which is 365; (d) within ten (10) days following the total Termination Date, a cash payment equal to the Employee's Base Salary on a daily basis (computed on a 365-day year) in effect on the Termination Date, multiplied by the number of accrued and unused vacation days at the Termination Date; (e) within ten (10) days following the Termination Date, any accrued but unpaid expenses incurred by the Employee as of the Termination Date in accordance with Section 3.02 hereof; (f) within ten (10) days following the then current Performance Period. The amount payable Termination Date, any accrued and unpaid benefits to which the Employee may be entitled pursuant to clause Section 3.01 hereof; (ag) within ten (10) days following the Termination Date, any other accrued and unpaid compensation payable to the Employee as of this Section 4.3 shall be payable the Termination Date, the amount of which has already been calculated as of the Termination Date in a lump sum no later than accordance with the terms hereof; and (h) within ten (10) days following the date after the Termination Date as of which it is calculated in accordance with the terms hereof, any other accrued and unpaid compensation payable to the Employee as of the termination of Executive's employment. The amount payable pursuant to clause (b) of this Section 4.3, if any, shall be payable in a lump sum no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, upon a termination, during the Term, as a result of Executive's death or Disability, any unvested Long Term Incentive Award (i) that is subject solely to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by ExecutiveTermination Date.

Death; Disability. During If, during the TermEmployment Period, the Term of this Agreement and Executive's ’s employment hereunder shall terminate upon Executive's on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Disability, and in either case the Company shall have no further obligations to the Executive other than to pay to or provide the Executive (or his estate) the following: (i) The Company shall be entitled pay to receive or provide the Executive (aor his estate) his the following within 10 business days after the Executive’s death or the date on which the Executive becomes Disabled: (A) the Accrued RightsBase Salary through the Date of Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, (C) the Pro Rated Annual Bonus (if any), and (bD) upon an amount equal to one (1) times the Compensation Committee's determinationAnnual Base Salary within 10 days after the Date of Termination. (ii) During the COBRA Period, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in its reasonable discretion, that the performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved (which performance goals, conditions or metrics may be pro-rated in the sole discretion of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what leveleither case, an amount equal to the pro-rata monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(iv) and (v), (which shall vest as set forth in the applicable award agreement) shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Current Year LTIP Award corresponding to such level Date of achievement determined by Termination and (B) the Compensation Committee, which pro-rata portion shall be based on a fraction, the numerator four year anniversary of which is the number of days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to clause (a) of this Section 4.3 shall be payable in a lump sum no later than ten (10) days following the date of the termination of Executive's employment. The amount payable pursuant to clause (b) of this Section 4.3, if any, shall be payable in a lump sum no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, upon a termination, during the Term, as a result of Executive's death or Disability, any unvested Long Term Incentive Award (i) that is subject solely to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by Executivewas granted.

Death; Disability. During the Term, the Term of this Agreement and ExecutiveThe Employee's employment hereunder shall terminate upon Executivehis death or, at the election of the Company by written notice to the Employee, if the Employee becomes Disabled (as such term is hereinafter defined). In the event of a termination of the Employee's employment for death or Disability, and in either the Company shall pay the Employee (or his legal representatives, as the case Executive shall be entitled to receive may be), as follows: (a) his Accrued Rightswithin ten (10) days following death or such notice, and any accrued but unpaid Base Salary as of the Termination Date; (b) upon the Compensation CommitteeEmployee's determinationBase Salary until the expiration of 12 months from the date of death or termination for Disability (the "Extension Period"), in its reasonable discretion, that the performance goals, conditions or metrics related such Base Salary to the Current Year LTIP Award be paid as and when such Base Salary would have been achieved (which performance goals, conditions or metrics may be pro-rated in paid had the sole discretion 11 employment of the Compensation Committee Employee continued through the Extension Period; (c) within ten (10) days after the next Financial Statement Receipt Date to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what leveloccur, an amount equal to (x) the pro-rata portion amount of Incentive Compensation, if any, that would have been payable to the Current Year LTIP Award corresponding Employee with respect to such level of achievement determined the fiscal year during which the Termination Date occurred had the Termination Date not occurred multiplied by the Compensation Committee, which pro-rata portion shall be based on (y) a fraction, the numerator of which is the number of days during in such fiscal year which expired prior to the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, Termination Date and the denominator of which is 365; (d) within ten (10) days following the total Termination Date, a cash payment equal to the Employee's Base Salary on a daily basis (computed on a 365-day year) in effect on the Termination Date, multiplied by the number of accrued and unused vacation days at the Termination Date; (e) within ten (10) days following the Termination Date, any accrued but unpaid expenses incurred by the Employee as of the Termination Date in accordance with Section 3.02 hereof; (f) within ten (10) days following the then current Performance Period. The amount payable Termination Date, any accrued and unpaid benefits to which the Employee may be entitled pursuant to clause Section 3.01 hereof; (ag) within ten (10) days following the Termination Date, any other accrued and unpaid compensation payable to the Employee as of this Section 4.3 shall be payable the Termination Date, the amount of which has already been calculated as of the Termination Date in a lump sum no later than accordance with the terms hereof; and (h) within ten (10) days following the date after the Termination Date as of which it is calculated in accordance with the terms hereof, any other accrued and unpaid compensation payable to the Employee as of the termination of Executive's employment. The amount payable pursuant to clause (b) of this Section 4.3, if any, shall be payable in a lump sum no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, upon a termination, during the Term, as a result of Executive's death or Disability, any unvested Long Term Incentive Award (i) that is subject solely to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by ExecutiveTermination Date.

Death; Disability. During the TermIf your employment hereunder is terminated by reason of your death or Disability (as defined below), the Term Company will have no further obligation to you under this Letter Agreement except that you (or your heirs or estate, if applicable) will be paid those obligations accrued hereunder to the date of this Agreement and Executive's your employment hereunder shall terminate upon Executive's death or Disabilitytermination, and consisting only of (i) any unpaid Base Salary to the extent unpaid through the date of termination, which will be paid to you in either case Executive a lump sum within 15 days after your employment termination, (ii) any deferred compensation earned but not yet paid (together with any accrued earnings thereon), which will be paid in accordance with the payment provisions of the applicable plan(s), (iii) any annual Incentive Compensation due to you for the last full fiscal year of the Company ending prior to the date of termination (if not previously paid) which shall be entitled to receive (a) his Accrued Rights, and (b) upon paid no later than the Compensation Committee's determination, in its reasonable discretion, that the performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved (which performance goals, conditions or metrics may be pro-rated time specified in the sole discretion last sentence of Section 5(c) above, (iv) the product of (A) the annual Incentive Compensation actually payable to you for the current fiscal year of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed Company, multiplied by the Company or any Subsidiary(B) and, if so, at what level, an amount equal to the pro-rata portion of the Current Year LTIP Award corresponding to such level of achievement determined by the Compensation Committee, which pro-rata portion shall be based on a fraction, the numerator of which is the number of days in such fiscal year during the then current Performance Period that the Executive was actually which you were employed by the Company or any SubsidiaryCompany, and the denominator of which is the total number of days in the then current Performance Period. The 365 (such amount payable pursuant to clause (a) of this Section 4.3 shall be payable in a lump sum no later than ten (10) days following the date paid to you when and as such Incentive Compensation is paid to senior executive officers of the termination of Executive's employment. The amount payable pursuant to clause (b) of this Section 4.3, if any, shall be payable in a lump sum no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP AwardCompany generally, but no later than March 15th the time specified in the last sentence of Section 5(c) above), (v) to the extent consistent with Company policy, any accrued and unpaid vacation pay and payment for unreimbursed expenses, which will be paid to you in a lump sum within 15 days after your termination of employment, and (vi) any other amounts or benefits owing to you or your beneficiaries under the then applicable benefit plans, policies and programs of the calendar year following Company with respect to senior executive officers, which will be paid to you in accordance with the date payment provisions of such benefits plans, policies or programs. (All amounts determined pursuant to the termination provisions of Executive's employment. In addition, upon a termination, during the Term, as a result of Executive's death or Disability, any unvested Long Term Incentive Award in clauses (i) that is subject solely through (vi) above are hereinafter referred to a timeas the "ACCRUED OBLIGATIONS"). Upon such employment termination, if and to the extent provided to members of senior management, you will vest in equity-based vesting condition will become vested immediatelyrelated awards with respect to shares of Company capital stock previously granted to you, and such awards will remain exercisable following termination, in each case to the extent provided or to be provided to members of senior management; provided, however, that the post-termination exercise period with regard to stock options will be at least three years (ii) that is subject to subsequent performance-based vesting conditions but not beyond the original term of such awards). Nothing herein will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by Executive.be

Death; Disability. During the Term, the Term of this Agreement and Executive's The Employee’s employment hereunder shall terminate upon Executive's his death or, as permitted by law, “Disability” (as hereinafter defined). Upon any such termination, the Employee (or, in the event of his death, his estate) shall receive or Disabilityretain as the case may be (all of the items in clauses (i)-(vi) below, the “Post-Employment Compensation”): (i) all accrued compensation, including salary and bonus through the date of termination (“Accrued Compensation”); (ii) all vested portions of equity awards and DSU’s as provided for in the relevant plans and agreements pursuant to which such awards were granted; (iii) any Contingent Bonus for any Milestone(s) that has(ve) been satisfied prior to the date of termination of employment but is (are) unpaid as of the date of termination of employment, and in either case Executive shall be entitled on each due date thereafter, all Delayed Cash Contingent Bonus Payments related to receive such Milestone(s), if any (a“Earned Contingent Bonus”); (iv) his Accrued Rightsthe Vested Portion of any Contingent Bonus(es) for a Milestone (or Milestones) that is (are) satisfied between the date of termination of Employee’s employment and January 31, 2027, and (b) upon the Compensation Committee's determinationon each due date thereafter, in its reasonable discretion, that the performance goals, conditions or metrics all Delayed Cash Contingent Bonus Payments related to the Current Year LTIP Award have been achieved (which performance goals, conditions or metrics may be pro-rated in the sole discretion of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) andsuch Milestone(s), if soany; As used herein, at what level, an amount equal to the pro-rata portion “Vested Portion” of the Current Year LTIP Award corresponding to such level of achievement determined a Contingent Bonus shall mean one million dollars ($1,000,000) multiplied by the Compensation Committee, which pro-rata portion shall be based on a fraction, (1) the numerator of which is the number of days during full months between August 1, 2023 and the then current Performance Period that date the Executive was actually employed by the Company or any Subsidiary, Employee’s employment is terminated and (2) the denominator of which is the total number of full months between August 1, 2023 and the Determination Date with respect to the relevant Milestone(s). (v) all Delayed Cash Contingent Bonus Payments in respect of Milestones whose conditions were satisfied prior to termination of Employee’s employment; (vi) all Growth Program DSUs (including any that are subject to a delayed vesting under the terms of that program); (vii) a payment equal to EIGHT HUNDRED THOUSAND DOLLARS ($800,000.00) (less any required deductions or withholding) (such payment as set forth in subsection (iv) only, the “(the “Death/Disability Benefit”). As a condition to receiving the Death/Disability Benefit, the Employee (or his estate, as the case may be) will be required to execute and deliver the Company’s standard release agreement (the “Release Agreement”) within thirty (30) days after the date of termination (unless applicable law requires a longer time period, in which case this date will be extended to the then current Performance minimum time required by applicable law and such 30-day or extended period, as applicable, the “Release Execution Period”) and not revoke the Release Agreement. The amount payable pursuant Subject to clause Section 13 hereof, the Death/Disability Benefit will be paid one-half (a1/2) of this Section 4.3 shall be payable in a lump sum no later than within ten (10) days following of the effective date of the termination of Executive's employment. The amount payable pursuant to clause Release Agreement (bprovided that the Release Agreement shall not have been revoked by the Employee (or his estate as the case may be) of this Section 4.3prior thereto), if any, shall be payable and one-half (1/2) in a lump sum no later than thirty equal payments over the six (306) days month period following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the effective date of the termination Release Agreement on the Company’s regularly scheduled payroll payment dates. For purposes of Executive's employment. In additionthis Agreement, upon “Disability” shall mean the inability of the Employee to perform his duties on account of a termination, during the Term, as physical or mental illness for a result period of Executive's death sixty (60) consecutive days or Disability, any unvested Long Term Incentive Award (i) that is subject solely to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant six (6) month period. Notwithstanding anything contained herein to the contrary, during any period that the Employee is unable to perform the Employee’s duties because of a physical or award that are subject mental illness, the Company shall not be obligated to exercise pay any compensation or other amounts to the Employee except as otherwise required by ExecutiveCompany policy or applicable law.