Common use of Death or Disability Clause in Contracts

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executive: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisites.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in his or her customary duties (with or without reasonable accommodation) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his or her guardian). In ) (or the event of Social Security Administration, where applicable) and me made in accordance with the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminateAmericans with Disabilities Act or other applicable law. In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his or her personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, and (iii) any vacation accrued Annual Bonus for which the Executive completed the applicable calendar performance year but has not yet earned solely as a result of termination prior to the payment date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculatedan “Annual Bonus Payout”), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his or her estate) shall receive the payments provided herein at such times as he or she would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one yearthe Disability Benefits Continuation Period indicated on the Schedule, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A (as defined in Section 22(a)) by reason of Treasury Regulation Section 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to Section 409A, the Executive shall not be entitled to the benefits that are subject to Section 409A subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, period and his annual bonus prorated to date of termination (to the extent the Compensation Committee has set a formula and it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year two years from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in her customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his her guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or her personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of terminationearned but unpaid bonuses, and (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his her legally appointed guardian, as the case may be, shall have up to three months from the date of termination (or one year from the date of termination death) to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisites.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, period and his annual bonus prorated to date of termination (to the extent the Compensation Committee has set a formula and it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive under the Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year two years from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the “applicable 2½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, period and his annual bonus prorated to date of termination (to the extent the Board has set a formula and it can be calculated), and (viv) all stock options options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of terminationearned but unpaid bonuses, and (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to three months from the date of termination (or one year from the date of termination death) to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisites.

Death or Disability. Except as otherwise provided in this Agreement, Executive’s employment under this Agreement shall terminate automatically upon Executive’s death. Executive’s spouse, if the spouse survives Executive, or, if not, Executive’s estate shall receive (i) any unpaid base salary which otherwise would be payable to Executive through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any benefits vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter sub-sections (i) and (ii) collectively are referred to as the “Accrued Obligations”). If Company determines in good faith that “Incapacity” (as defined below) of Executive has occurred, it may terminate without act by any party Executive’s employment and this Agreement upon ninety (90) days’ written notice, provided that, within ninety (90) days after receipt of such notice, Executive shall not have returned to full-time performance of Executive’s assigned duties. In the death or disability event of a termination due to “Incapacity,” Company shall pay the Accrued Obligations to Executive. For purposes of this Section 6(a)Agreement, “disabilityIncapacity” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the occur if (i) Executive is incapable unable to perform the material functions of substantially fulfilling Executive’s position for thirteen (13) consecutive weeks and is then deemed to be permanently unable to continue in the duties set forth in Section 3 (Position by a physician selected by Company or its insurer, and acceptable to Executive or Executive’s legal representative, which means full-time employment) because of physical, mentalconsent shall not be unreasonably withheld, or emotional incapacity, resulting from injury, sickness, or disease, (ii) Executive is deemed disabled as determined defined in the policy of disability insurance maintained by Company for the Executive’s physician benefit of Executive (or his guardianand others if a group policy). In the event Notwithstanding any other provision in this Agreement, Company shall comply with all requirements of the death of the ExecutiveAmericans with Disabilities Act. Further, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that if Executive’s employment is terminated by reason of Executive’s due to death or disability, “Incapacity,” then no payments (other than the Company shall pay the following to Executive: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estateAccrued Obligations described above) shall receive the payments provided herein at such times he would have received them if there was no death be owed or disability. Additionallypaid, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to including those under Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisites7(a).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his legally appointed representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, period and his annual bonus prorated to date of termination (to the extent the Compensation Committee has set a formula and it can be calculated), and (v) a lump sum payment of $500,000 as long as the Company has at least $1 million in cash following the payment paid in cash via electronic funds transfer or wire into either the Executive’s bank account or the designated, surviving relative of the Executive within 10 business days of the death or disability event (vi) all stock options and restricted stock units equity awards previously granted to the Executive under the Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardianrepresentative, as the case may be, shall have up to one year two years from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the “applicable 2½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the ExecutiveConsultant. For purposes of this Section 6(a), “disability” shall mean (i) the Consultant is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Consultant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive Consultant is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the Executivewritten opinion of the Consultant’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that ExecutiveConsultant’s employment is terminated by reason of ExecutiveConsultant’s death or disability, the Company shall pay the following to Executivethe Consultant or his personal representative: (i) any accrued but unpaid Base Salary consulting fees for services rendered to the date of termination, and (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive Consultant (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment this Agreement is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which Executive the Consultant may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Consultant was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Consultant shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his estate: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued earned but unpaid Bonus for any Measuring Period ended prior to the date of termination, and (iv) any earned but unpaid bonuses Bonus for any prior period, his annual bonus prorated to date of termination the Measuring Period in which the death or disability occurs (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which the Executive may be entitled pursuant to Section 5 5(a) hereof shall continue to be paid or provided by the Company, as the case may be, Company for one year, except for perquisitesyear following the date of termination.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, period and his annual bonus prorated to date of termination (to the extent the Compensation Committee has set a formula and it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year two years from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian). In the event of Employee's death or "Disability" (as defined below) during the death Term, the Employee's employment shall automatically cease and terminate as of the Executive, date of Employee's death or the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s effective date of Employer's written notice to Employee of its decision to terminate his employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executive: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardianDisability, as the case may be, and Employee or his heirs or personal representative shall be entitled to the same payments and benefits, at the same times, as described in Section 6.2 for a termination of employment by Employer without Cause and all of Employee's stock options and any other equity awards based on Employer securities held by Employee at the time of his death or Disability shall immediately vest in full and shall remain exercisable thereafter for their full term. In addition, Employee or his heirs or personal representative shall be entitled to retain and have up full ownership of all electronic devices provided to one year from the date of termination to exercise all such previously granted optionsEmployee (including, without limitation, a computer, telephone and tablet); provided that all Employer confidential information shall be deleted by Employer from such devices before releasing them to Employee or such heirs or personal representatives. Notwithstanding the foregoing or any provision of Section 6.2, Employer's obligation to pay Employee the salary called for in no event Section 6.2 for the Severance Period following termination of his employment by reason of his Disability shall be subject to offset and shall be reduced by any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive and all amounts paid to Employee under any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be disability insurance policy paid or provided for by Employer as provided in Section 5.6 or otherwise. Employee's "Disability" shall have the Companymeaning ascribed to such term in any policy of disability insurance maintained by Employer (or by Employee, as the case may be) with respect to Employee or, if no such policy is then in effect, shall mean Employee's inability to fully perform his duties hereunder for one yearany period of at least 75 consecutive days or for a total of 90 days, except for perquisiteswhether or not consecutive.

Death or Disability. Except If, as otherwise provided in this Agreementa result of the Employee's incapacity due to physical or mental illness, the Employee shall have been absent from the Employee's duties hereunder for either (i) one hundred and eighty (180) days within any three hundred sixty five (365) day period, or (ii) one hundred and twenty (120) consecutive days, and within thirty (30) days after written notice of termination is given shall not have returned to the performance of the Employee's duties hereunder on a full time basis, the Company may terminate the Employee's employment hereunder for "Disability". In the event, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s the Employee's death or disabilityDisability, the Company shall pay to the following to Executive: Employee (i) any accrued but unpaid the Base Salary for services rendered a period of twelve (12) months, but in no event beyond November 16, 2004 unless Employment Period has been extended then to the end of such current Employment Period, which Base Salary shall be paid commencing with such date of termination at the times and in the amounts such Base Salary would have been paid, and (ii) the amount of any Bonus payable under the Bonus Plan through such date of termination, which Bonus, if any, shall be payable at the time provided in the Bonus Plan. During any period that the Employee fails to perform the Employee's duties hereunder as a result of incapacity due to physical or mental illness (ii) any accrued but unpaid expenses required a "Disability Period"), the Employee shall continue to receive the compensation and benefits provided by Section 5.4 hereof until the Employee's employment hereunder is terminated; provided, however, that the amount of compensation and benefits received by the Employee during the Disability Period shall be reimbursed under this Agreementreduced by the aggregate amounts, (iii) any vacation accrued if any, payable to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled Employee pursuant to Section 5 5.4 hereof shall continue to be paid or provided by under the Company, as the case may be, for one year, except for perquisitesSocial Security or state disability insurance programs.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian). In the event of the Executive's death or ------------------- Disability during the Term of the Executivethis Agreement, the Executive’s estate 's employment hereunder shall receive any unpaidimmediately and automatically terminate, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay have no further obligation or duty to the following to Executive: (i) any accrued but unpaid Executive or his estate or beneficiaries other than for the Base Salary for services rendered earned under this Agreement to the date of termination, reimbursement of corporate expenses to which Executive would otherwise be entitled, and any payments or benefits due under Company policies or benefit plans which shall be paid within a reasonable time following death or Disability. For purposes of this Agreement, "Disability" shall mean the physical or mental infirmity of Executive (including Executive's addiction to, or habitual abuse of, narcotics or controlled dangerous substances as shall be substantiated medically at the industry standard for Executive at the time) which infirmity causes him to be substantially unable to perform his duties hereunder for any period of one hundred eighty (180) consecutive days; provided, however, that notwithstanding anything to the contrary herein and despite any termination of Executive's employment under this Section 6, Executive shall be entitled in the event of a termination on account of death or Disability: (i) to retain his disability benefits, which amounts shall not be offset by any disability benefits received by Executive from any other source, (ii) any accrued but unpaid expenses required to be reimbursed receive his Base Salary until such time as he has commenced receiving disability payments under this Agreementthe Company's policies, (iii) any vacation accrued to receive a prorated portion of the date of termination, (iv) any earned but unpaid bonuses Bonus to which Executive would otherwise have been entitled for any prior period, his annual bonus prorated to the calendar year through the date of termination (to as determined by the extent it can be calculatedBoard), and (viv) all stock options and restricted stock units previously granted to accrued but unused vacation. Executive shall thereupon become fully vested, and have a period of one (1) year following the Executive or termination of his legally appointed guardian, as the case may be, shall have up employment pursuant to one year from the date of termination this Section 6.1 to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its termvested Options. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disabilityAfter 180 days, the Executive shall receive any benefits to which Executive Board may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitespay Executive his Base Salary at its sole discretion.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “"disability” " shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s 's physician (or his guardian). In the event of the death of the Executive, the Executive’s 's estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s 's employment is terminated by reason of Executive’s 's death or disability, the Company shall pay the following to Executive: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) the remainder of the Executive's base salary due during the Term, (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iiiiv) any vacation Personal Time Off accrued to the date of termination, (ivv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (vvi) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s 's employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisites.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability's death, the Company and/or the Bank shall pay the following to Executive: 's designated beneficiary, or, if Executive has failed to designate a beneficiary, to his estate, an amount equal to the Executive's minimum annual base salary pursuant to Section 3 hereof. Payment shall be made in twelve equal installments. Such compensation shall be in lieu of any other benefits provided hereunder, except that (i) any accrued but unpaid Base Salary for services rendered to in the date event of terminationa change in control of the Company as defined herein, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive Executive's designated beneficiary or his legally appointed guardianestate, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled to the benefits of Section l0(b) hereof, and (ii) any benefit payable pursuant to Section 5 3 shall be prorated and made available to Executive in respect of any period prior to his death. The Company may maintain insurance on its behalf to satisfy in whole or in part the obligations of the Section 8. In the event of Executive's disability, as hereinafter defined, the Company and/or Bank shall pay to Executive an amount equal to the difference, if any, between Executive's minimum annual base salary pursuant to Section 3 hereof and any payments which Executive is entitled to receive under the long-term disability insurance policy which the Company presently maintains for the benefit of Executive. Payments by the Company or the Bank hereunder, if any, shall continue be made in equal installments as provided in Section 3 throughout what would otherwise be the remaining term of employment hereunder. Executive shall be entitled to the disability benefits provided by this Section if, by reason of physical or mental impairment, he is incapable of performing his duties hereunder. Any dispute regarding the existence, the extent or the continuance of Executive's disability shall be resolved by the determination of a duly licensed and practicing physician selected by and mutually agreeable to both the Board of Directors of the Bank and Executive; provided, however, if Executive officially establishes his eligibility to receive Social Security Disability benefits or is deemed disabled under the terms and conditions of the disability insurance policy carried on the Executive by the Company or the Bank, he shall be deemed to be paid or disabled as provided herein without further proof. Executive shall make himself available for and submit to such examinations by said physician as may be directed from time to time by the Company, as the case may be, for one year, except for perquisitesphysician. Failure to submit to any such examination shall constitute a material breach of this Agreement.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) an amount equal to six months of Base Salary, (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, period and his annual bonus prorated to date of termination (to the extent the Compensation Committee has set a formula and it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year two years from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the ExecutiveEmployee. For purposes of this Section 6(a), “disability” shall mean (i) Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than twelve (12) months; (ii) Employee is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of 45 consecutive days not less than three (3) months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) Employee is determined to be totally disabled by the Executive is incapable Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the Executivewritten opinion of the Employee’s regularly attending physician (or his guardian). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that ExecutiveEmployee’s employment is terminated by reason of ExecutiveEmployee’s death or disability, the Company Employee or his personal representative shall pay be entitled to the following to Executivefollowing: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, disability or death; and (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all unexercised stock options and restricted stock units previously granted to Executive the Employee shall thereupon become fully vested, and the Executive Employee or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination death or disability to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive Employee (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the ExecutiveEmployee’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive the Employee may be entitled pursuant to Section 5 hereof 5(b) shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian). In the event of the Executive’s death or Disability during the Term of the Executivethis Agreement, the Executive’s estate employment hereunder shall receive any unpaidimmediately and automatically terminate, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay have no further obligation or duty to the following to Executive: (i) any accrued but unpaid Executive or his estate or beneficiaries other than for the Base Salary for services rendered earned under this Agreement to the date of termination, reimbursement of corporate expenses to which Executive would otherwise be entitled, and any payments or benefits due under Company policies or benefit plans which shall be paid within a reasonable time following death or Disability. For purposes of this Agreement, “Disability” shall mean the physical or mental infirmity of Executive (including Executive’s addiction to, or habitual abuse of, narcotics or controlled dangerous substances as shall be substantiated medically at the industry standard for Executive at the time) which infirmity causes him to be substantially unable to perform his duties hereunder for any period of one hundred eighty (180) consecutive days; provided, however, that notwithstanding anything to the contrary herein and despite any termination of Executive’s employment under this Section 6, Executive or his estate, as the case may be, shall be entitled in the event of a termination on account of death or Disability: (i) to retain his disability benefits, (ii) any accrued but unpaid expenses required to be reimbursed receive his Base Salary until such time as he has commenced receiving disability payments under this Agreementthe Company’s policies, (iii) any vacation accrued to receive a prorated portion of the date of termination, (iv) any earned but unpaid bonuses Bonus to which Executive would otherwise have been entitled for any prior period, his annual bonus prorated to the calendar year through the date of termination (to as determined by the extent it can be calculatedBoard), and (viv) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the accrued but unused vacation. Executive or his legally appointed guardianestate, as the case may be, shall have up a period of one (1) year following the termination of his employment pursuant to one year from the date of termination this Section 6.1 to exercise all such previously granted options, provided that in no any vested Options. In the event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the of Executive’s employment is terminated because of disabilityDisability, the Executive shall receive any benefits to which Executive Board may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitespay Executive his Base Salary at its sole discretion.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement If Employee's employment shall automatically terminate without act be terminated by any party upon the reason of death or disability Disability, the Company shall pay Employee the portion of the Executive. For purposes Base Salary which would have been payable to Employee through the date his employment is terminated; plus, any other amounts earned, accrued or owing as of this the date of death or Disability of Employee but not yet paid to Employee under Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian)3. In the event of the death or Disability of Employee, then any payment due under this Section 8(a) shall be made to Employee or Employee's estate, heirs, executors, administrators, or personal or legal representatives, as the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits case may be. Within one (1) year following Employee's termination of employment due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s to death or disabilityDisability, the Company shall pay the following to Executive: (i) any accrued but unpaid Base Salary for services rendered to the date of terminationEmployee or Employee's estate, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreementheirs, (iii) any vacation accrued to the date of terminationexecutors, (iv) any earned but unpaid bonuses for any prior periodadministrators, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardianpersonal or legal representatives, as the case may be, shall have up to one year from the date of termination be entitled to exercise all options granted to Employee to the extent such previously granted optionsoptions are vested and exercisable at the time of such termination pursuant to this Agreement or otherwise, provided and all such options not exercised within such one (1) year period shall be forfeited; provided, however, that in no event shall any option be exercisable beyond after its termoriginal expiration date. The Executive (Notwithstanding the foregoing sentence, in no event may Employee or his Employee’s estate) shall receive the payments provided herein at such times he would have received them if there was no death , heirs, executors, administrators, or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid personal or provided by the Companylegal representatives, as the case may be, for one yearexercise such vested and exercisable options later than the earlier of (A) the latest date upon which the option could have expired by its original terms under any circumstances, except for perquisites.or (B) the 10th anniversary of the original date of grant of the option. Section 8(c) of the Agreement shall be amended and restated to read as follows in its entirety:

Death or Disability. Except If the Employee dies or becomes Disabled (as otherwise provided in this Agreementdefined below), this Agreement shall automatically terminate without act by any party upon then the RSUs that have not satisfied the Time Vesting Condition as of the date of the Employee’s death or disability Disability, as applicable, shall be deemed to have satisfied the Time Vesting Condition in a pro rata amount, and will become vested subject to satisfaction of the ExecutiveStock Price Condition. The pro rata amount will be determined by a fraction (not to exceed 1.0) with respect to each unvested Tranche of the RSUs, the numerator of which shall be the number of months (not including any partial months) that have elapsed for the period beginning on the Date of Grant and ending on the date of the Employee’s death or Disability, as applicable, and the denominator of which shall be the number of months for the period beginning on the Date of Grant and ending on the corresponding Time Vesting Date on which each such unvested Tranche of the RSUs would have satisfied the Time Vesting Condition pursuant to Section 2(c). Any remaining unvested RSUs shall be cancelled and forfeited. Subject to satisfaction of the Sock Price Condition, the shares of Common Stock in respect of the vested RSUs shall be issued to the Employee within thirty (30) days after the later of the Employee’s death or Disability, as applicable, or the satisfaction of the Stock Price Condition for the applicable Tranche. For purposes of this Section 6(a3(a), an Employee shall become “disabilityDisabled” shall mean or have a “Disability” on the date that the Employee becomes eligible for a period of 45 consecutive days or 90 aggregate days in any 12long-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and term disability benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executive: (i) any accrued but unpaid Base Salary for services rendered pursuant to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the ExecutiveCompany’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisiteslong-term disability plan.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in his or her customary duties (with or without reasonable accommodation) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his or her guardian). In ) (or the event of Social Security Administration, where applicable) and be made in accordance with the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminateAmericans with Disabilities Act or other applicable law. In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his or her personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, and (iii) any vacation accrued Bonus for which the Executive completed the applicable calendar performance year but has not yet earned solely as a result of termination prior to the payment date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculatedan “Bonus Payout”), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his or her estate) shall receive the payments provided herein at such times as he or she would have received them if there was no death or disability but no later than sixty (60) days after the date of death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one yearthe Disability Benefits Continuation Period indicated on the Schedule, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law. Such benefits shall be exempt from or in compliance with Section 409A and Treasury Regulation Section 1.409A-1(a)(5).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, period and his annual bonus prorated to date of termination (to the extent the Compensation Committee has set a formula and it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive under the Company’s 2017 Equity Incentive Plan (the “Plan”) or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year 12 months from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisites.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in her customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his her guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or her personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his period and her annual bonus prorated to date of termination (to the extent the Compensation Committee has set a formula and it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his her legally appointed guardian, as the case may be, shall have up to one year two years from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his her estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of (c) If the Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executive: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s 's employment is terminated because of disabilitydisability or death before any payments from the Account have been made, then the Bank shall pay in one lump sum an amount equal to the fair market value of the assets in the Account as of such date, to the Executive (in the event of his disability) or his designated beneficiary (in the event of his death). If the Executive is receiving payments and should die before a total of 10 annual payments are made by the Bank, then the remaining value of the Account shall receive any benefits be determined as of the date of the death and shall be paid as promptly as possible in one lump sum to which the Executive's then designated beneficiary. If the Executive is receiving payments and should become disabled before a total of 10 annual payments are made by the Bank, then said payments shall continue and be adjusted until all payments have been made in accordance with paragraph 5(b). The beneficiary referred to in this paragraph may be entitled pursuant to Section 5 hereof shall continue to be paid designated or changed by the Executive (without the consent of any prior beneficiary) on a form provided by the CompanyBank and delivered to the Bank before his death. If no such beneficiary shall have been designated, or if no designated beneficiary shall survive the Executive, the lump sum payable under paragraph 5(c) shall be payable to the Executive's estate. The Executive shall be deemed to have become disabled for purposes of paragraph 5(c) if said Executive is deemed disabled under the Bank's group long-term disability plan (if any) or if the Board shall find on the basis of medical evidence satisfactory to the Board that the Executive is totally disabled, mentally or physically, so as to be prevented from engaging in further employment by the case may be, for one year, except for perquisites.Bank and that such disability will be permanent and continuous during the remainder of his life. UNFORESEEABLE EMERGENCY

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, period and his annual bonus prorated to date of termination (to the extent the Compensation Committee has set a formula and it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive under the Company’s Equity Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year two years from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, period and his annual bonus prorated to date of termination (to the extent the Board of Directors has set a formula and it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive under the Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year two years from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the “applicable 2½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in his or her customary duties (with or without reasonable accommodation) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his or her guardian). In ) (or the event of Social Security Administration, where applicable) and me made in accordance with the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminateAmericans with Disabilities Act or other applicable law. In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his or her personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, and (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his or her estate) shall receive the payments provided herein at such times as he or she would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one yearthe Disability Benefits Continuation Period indicated on the Schedule, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A (as defined in Section 22(a)) by reason of Treasury Regulation Section 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to Section 409A, the Executive shall not be entitled to the benefits that are subject to Section 409A subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, and (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year two years from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by If the Executive’s physician Date of Termination occurs during the Agreement Term under circumstances described in paragraph 3(a) (or his guardian). In the event of the death of the Executive, the relating to Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that death) or paragraph 3(b) (relating to Executive’s employment is terminated by reason of Executive’s death or disabilitybeing Permanently Disabled), the Company shall pay the following to Executive: (i) any accrued but unpaid Base Salary for services rendered then, in addition to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculatedamounts payable in accordance with paragraph 4(a), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits payment of the annual bonus and quarterly bonus (as described in paragraphs 2(b) and 2(c)) for the performance periods in which his Date of Termination occurs, based on actual performance for the entire periods, and payable at the same time as it is payable for other participants in the bonus plan; provided, however, that it shall be subject to which a pro-rata reduction for the portion of the performance period following the Date of Termination. If the Executive’s Date of Termination occurs during the Agreement Term under circumstances described in paragraph 3(a) (relating to the Executive’s death) or paragraph 3(b) (relating to the Executive may being Permanently Disabled), all restricted stock awards shall fully vest immediately and all restrictions shall lapse and all stock options shall fully vest immediately and be exercisable for five years, but in no event later than the date fixed for expiration of the option (determined without regard to Executive’s termination of employment), and the Executive and his family members shall be entitled pursuant to Section 5 hereof receive the maximum level of medical benefits afforded to senior executives or their beneficiaries upon termination resulting from death or Disability of the senior executive, but not less than 18 months (or 36 months in the case of death) of Company paid coverage, with the period of such medical benefit coverage being counted toward the Company’s obligation to provide COBRA medical continuation coverage (as described in section 4980B of the Internal Revenue Code of 1986, as amended (if any)). In addition, if the Executive Date of Termination occurs during the Agreement Term under circumstances described in paragraph 3(b) (relating to the Executive’s being Permanently Disabled), he shall continue be entitled to be payment of his Salary through the commencement of long term disability payments to him under any plan provided or paid or provided for by the Company, as the case may be, for one year, except for perquisites.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon In the death or disability event of the Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month periodEmployee's death, the Executive is incapable ------------------- Employee's employment will terminate as of substantially fulfilling the duties date of the Employee's death and the heirs, distributees or legal representatives of the Employee will be entitled to receive the salary and other compensation set forth in Section 3 (which means full-time employment) because 3(a), the Employee Benefits and other entitlements under the Company's programs and policies accrued or earned for all periods through the date of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian)death. In the event of the death Employee's disability due to physical or mental illness which renders him unable to perform his employment duties for a continuous period of the Executive90 days or more, the Executive’s estate shall Company may terminate the employment of Employee hereunder at any time on or after the 90th day following the commencement of his disability, provided such disability has continued through the termination date. In such event, the Employee or his legal representatives will be entitled to receive any unpaid, earned compensation and benefits due amounts payable under any disability policy that may be applicable to the Executive and this Agreement shall terminateEmployee. In If the event that Executive’s employment Employee is terminated by reason of Executive’s death or disability, the Company shall pay Employee will be required to comply with the following to Executiveconfidentiality covenant of Section 7 and will be bound by the remedies provision of Section 8. (c) For purposes of this Agreement, "Cause" means: (i) the failure or inability for any accrued but unpaid Base Salary for services rendered reason of the Employee to devote substantially all of his time during normal business hours to the date business of termination, the Company and its affiliates (except for vacations or absence due to illness or other permitted leave reasons); or (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided commission by the CompanyEmployee of any dishonest act, as or fraudulent conduct by the case may beEmployee, for one yearor conduct by the Employee which constitutes a felony or a malfeasance or a breach of fiduciary duties by the Employee, except for perquisites.or other conduct by which materially and adversely affects the business or reputation of the Company or its affiliates; or

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “"disability” " shall mean (i) the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s 's regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of the death of that the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s 's employment is terminated by reason of Executive’s 's death or disability, the Company shall pay the following to Executivethe Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of terminationearned but unpaid bonuses, and (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to three months from the date of termination (or one year from the date of termination death) to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisites.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian). In the event of the Executive’s death or Disability (as defined below) during the Term of the Executivethis Agreement, the Executive’s estate employment hereunder shall receive any unpaidimmediately and automatically terminate, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay have no further obligation or duty to the following to Executive: (i) any accrued but unpaid Executive or his estate or beneficiaries other than for the Base Salary for services rendered earned under this Agreement to the date of termination, reimbursement of corporate expenses to which Executive would otherwise be entitled, and any payments or benefits due under Company policies or benefit plans which shall be paid within a reasonable time following death or Disability. For purposes of this Agreement, “Disability” shall mean the physical or mental infirmity of Executive (including Executive’s addiction to, or habitual abuse of, narcotics or controlled dangerous substances as shall be substantiated medically at the industry standard for Executive at the time) which infirmity causes him to be substantially unable to perform his duties hereunder for any period of one hundred eighty (180) consecutive days; provided, however, that notwithstanding anything to the contrary herein and despite any termination of Executive’s employment under this Section 6, Executive or his estate shall be entitled in the event of a termination on account of death or Disability: (i) to retain his disability benefits, which amounts shall not be offset by any disability benefits received by Executive from any other source, (ii) any accrued but unpaid expenses required to be reimbursed receive his Base Salary until such time as he has commenced receiving disability payments under this Agreementthe Company’s policies, (iii) any vacation accrued to receive a prorated portion of the date of termination, (iv) any earned but unpaid bonuses Bonus to which Executive would otherwise have been entitled for any prior period, his annual bonus prorated to the calendar year through the date of termination (to as determined by the extent it can be calculatedBoard), and (viv) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the accrued but unused vacation. Executive or his legally appointed guardian, as the case may be, estate shall have up a period of one (1) year following the termination of his employment pursuant to one year from the date of termination this Section 6.1 to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its termvested Options. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disabilityAfter 180 days, the Executive shall receive any benefits to which Executive Board may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitespay Executive his Base Salary at its sole discretion.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the If Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s 's employment hereunder is terminated by reason of Executive’s death 's Disability (as hereinafter defined) or disabilitydeath, the Company shall pay the following Executive's (or Executive's estate's) right to Executive: (i) any accrued but unpaid Base Salary for services rendered to benefits under this Agreement will terminate as of the date of terminationsuch termination and all of the Company's obligations hereunder shall immediately cease and terminate, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the except that Executive or his legally appointed guardianExecutive's estate, as the case may be, shall have up will be entitled to one year from receive accrued Base Salary and benefits through the date of termination as well as any pro-rated share (based on the period of actual employment) of any bonus under the AICP that Executive would have been entitled to exercise all such previously granted optionshad she worked the full year during which the termination occurred, provided that where Executive's bonus is subject to individual criteria the allocation shall be made by Executive's immediate supervisor taking into account historical bonus amounts, such payment to be made in full within forty-five (45) days following the determination of the amount thereof (but in no event case later than ninety (90) days after the close of the termination year) and in accordance with the Company's normal payroll practices and procedures (and no part shall be contributed to a retirement or deferred compensation mechanism). As used herein, Executive's Disability shall have the meaning set forth in any option be exercisable beyond its term. The long-term disability plan in which Executive (participates, and in the absence thereof shall mean that, due to physical or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionallymental illness, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits have failed to perform her duties on a full-time basis hereunder for one hundred eighty (180) consecutive days and shall not have returned to the performance of her duties hereunder on a full-time basis before the end of such period, and if Disability has occurred termination shall occur within thirty (30) days after written notice of termination is given (which Executive notice may be entitled pursuant given before the end of the one hundred eighty (180) day period described above so as to Section 5 hereof shall continue cause termination of employment to be paid or provided by the Company, occur as early as the case may be, for one year, except for perquisiteslast day of such period).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that the Executive’s employment is terminated by reason of Executive’s death, the Executive’s estate shall receive (i) three (3) months’ Base Salary at the then current rate, paid in full in accordance with the Company’s usual payroll practices, including the withholding of all applicable taxes, and (ii) as determined by the Company, continued provision for a period of one (1) year following the Executive’s death of benefits, except perquisites and 401(k) benefits, under any employee benefit plan extended on the date of such termination of employment by the Company to its senior executives (the “Company Benefit Plans”) or reimbursement, on a monthly basis, for the cost of obtaining individual and/or family coverage corresponding to the coverage and benefits provided under the Company Benefit Plans with respect to Executive, subject to receipt of reasonably satisfactory evidence from Executive that he has obtained such coverage, and subject to Section 15(c) of this Agreement. In addition, the Executive’s employment hereunder may be terminated by the Board of Directors due to the Executive’s Disability. For purposes of this Agreement, a termination for “Disability” shall occur (i) when the Company has provided a written termination notice to the Executive supported by a written statement from a reputable independent physician mutually selected by the Company and the Executive, or the Executive’s legal representatives in the event he is unable to make such selection due to mental incapacity, to the effect that the Executive shall have become so physically or mentally incapacitated as to be unable to resume, even with reasonable accommodation as may be required under the Americans With Disabilities Act, within the ensuing twelve (12) months, his employment hereunder by reason of physical or mental illness or injury, or (ii) upon rendering of a written termination notice by the Company after the Executive has been unable to substantially perform his duties hereunder, even with reasonable accommodation as may be required under the Americans With Disabilities Act, for 120 or more consecutive days, or more than 180 days in any consecutive twelve month period, by reason of any physical or mental illness or injury. For purposes of this Section 5(a), the Executive agrees to make himself available and to cooperate in any reasonable examination by a reputable independent physician mutually selected by the Company and the Executive, and paid for by the Company. In the event that the Executive’s employment is terminated by reason of Executive’s disability, the Company shall pay the following to the Executive: (i) any accrued but unpaid six (6) months’ Base Salary for services rendered at the then current rate, to be paid from the date of terminationtermination until paid in full in accordance with the Company’s usual payroll practices, including the withholding of all applicable taxes; (ii) any accrued but unpaid expenses required as determined by the Company, continued provision during said six (6) month period of benefits under the Company Benefit Plans or reimbursement, on a monthly basis, for the cost of obtaining individual and/or family coverage corresponding to be reimbursed the coverage and benefits provided under the Company Benefit Plans with respect to Executive, subject to receipt of reasonably satisfactory evidence from Executive that he has obtained such coverage, and subject to Section 15(c) of this Agreement, ; and (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses, to be paid at the time such unpaid bonuses would otherwise be paid, but for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because termination of disabilityemployment, in accordance with Section 3(b)(iii) or other applicable bonus or incentive arrangement; provided, however, the Company may credit against such amounts any proceeds paid to the Executive shall receive with respect to any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, disability policy maintained for one year, except for perquisiteshis benefit.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) an amount equal to one (1) times Base Salary, (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, period and his annual bonus prorated to date of termination (to the extent the Compensation Committee has set a formula and it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted optionsoptions and SARs, provided that in no event shall any option or SAR be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law.

Death or Disability. Except This Agreement and the Period of Employment shall terminate automatically upon the Executive's death. If the Company determines in good faith that the Executive has a Disability (pursuant to the definition of "Disability" set forth below), it may give to the Executive written notice of its intention to terminate the Executive's employment due to Disability. Such notice shall be deemed the Notice of Termination as otherwise provided defined in Section 10(t) of this Agreement. In such event, this Agreement the Executive's employment with the Company shall automatically terminate without act effective on the thirtieth day after receipt by the Executive of such Notice of Termination given at any party upon time after the death or disability Company has determined the Executive has a Disability; provided that, within the thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Section 6(a)Agreement, “disability” "Disability" means that the Executive shall mean that have been unable due to physical or mental illness, accident or other disability to regularly and predictably perform his essential job functions hereunder for a period of 45 at least one hundred eighty (180) consecutive days or 90 aggregate days in any 12-month perioddays, has exhausted all paid and/or unpaid leaves of absence under applicable law and/or the Company's personnel policies, and there remains no reasonable accommodation available that would enable Executive is incapable to perform his essential job functions hereunder regularly and predictably. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (Executive's Disability on which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company cannot agree shall pay the following to Executive: (i) any accrued but unpaid Base Salary for services rendered be determined in writing by a qualified independent physician mutually acceptable to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to Company and the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to Executive. If the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, Company and the Executive or his legally appointed guardiancannot agree upon such a physician, as then the case may be, Company and Executive shall have up to one year from the date of termination to exercise all each appoint such previously granted options, provided that a physician and those two physicians shall select a third physician who shall make such a determination in no event shall any option be exercisable beyond its termwriting. The Executive (or his estate) determination of Disability shall receive be made in writing to the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, Company and the Executive and shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, final and conclusive for one year, except for perquisites.all purposes of this Agreement. (b)

Death or Disability. Except as otherwise provided in If the Employee dies or becomes disabled during the term of this Agreement, this Agreement shall automatically the Employee's employment will terminate without act by any party upon as of the date of the Employee's death or disability the determination of the ExecutiveEmployee's disability. For purposes In such event, neither of this Section 6(a)Article VI (1) or (2) shall be applicable. The determination as to whether the employee has suffered a disability and the date on which the disability commenced shall be made by the Committee, “disability” in its sole discretion, on the basis of competent evidence; provided, however, that the inability of the Employee to perform each of the material duties of his employment for 6 consecutive months because of a medically determined physical or mental condition shall mean be conclusive evidence of disability unless the Company is provided with competent medical evidence that the condition will not continue to prevent the Employee from performing his duties for a period more than six additional months. Two consecutive weeks of 45 consecutive days or 90 aggregate days in any 12full ability to perform each of the material duties of the position shall be required to interrupt the running of the six-month period. In the event of termination because of disability, the Executive is incapable of substantially fulfilling Employee shall receive his base salary (pursuant to Article III (1)) for the duties set forth in Section 3 (first 12 months after the first date on which means full-time employment) because of physicalthe Employee was unable to perform, mentalafter which he shall be entitled only to such amounts, or emotional incapacity, resulting from injury, sickness, or diseaseif any, as determined may be available any employment-related benefit plans or programs in which the Employee may be a participant (except those which are totally paid for by the Executive’s physician Employee through a private company). Any amounts the Employee receives under such plans or programs during the 12 months referred to above shall be an offset to amounts which he would otherwise receive under Article VI (or his guardian3). In the event of the death Employee's death, the designated beneficiary of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executive: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof Employee shall continue to be paid or provided by receive the Company, as the case may be, Employee's base salary for one year, except for perquisitesa period of 3 months following his death.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his estate: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued earned but unpaid Bonus for any period ended prior to the date of termination, and (iv) any earned but unpaid bonuses Bonus for any prior period, his annual bonus prorated to date of termination the period in which the death or disability occurs (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which the Executive may be entitled pursuant to Section 5 5(a) hereof shall continue to be paid or provided by the Company, as the case may be, Company for one year, except for perquisitesyear following the date of termination.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that ExecutiveIf Employee’s employment is terminated by reason of ExecutiveEmployee’s death death, this Agreement shall terminate without further obligations to Employee or disabilityhis legal representatives under this Agreement (except as provided in this Section IV-D-1), other than for (a) payment of the Company shall pay the following to Executive: sum of (i) any accrued but unpaid Base Salary for services rendered to Employee’s annual base salary through the date of termination, termination to the extent not theretofore paid and (ii) any accrued but unpaid expenses required vacation pay to the extent not theretofore paid (the sum of the amounts described in clauses (i) and (ii) shall be reimbursed under this Agreementhereinafter referred to as the “Accrued Obligations”), (iii) any vacation accrued which shall be paid to Employee or his estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the date of termination; and (b) payment to Employee or his estate or beneficiary, as applicable, in any amounts due pursuant to the terms of any applicable welfare benefit plans. If Employee’s employment is terminated by reason of the Employee’s Disability, this Agreement shall terminate without further obligations to Employee or his legal representative under this Agreement (ivexcept as provided in the last sentence of this Section IV-D-1), other than for (a) any earned but unpaid bonuses for any prior periodpayment of the sum of the Accrued Obligations which shall be paid to Employee or his estate or beneficiary, his annual bonus prorated to as applicable, in a lump sum in cash within 30 days of the date of termination termination; (b) payment to Employee or his estate or beneficiary, as applicable, any amounts due pursuant to the extent it can be calculated)terms of any applicable welfare benefit plans, and (vc) until the earlier of the end of such disability and December 31, 2005, continued participation in medical, dental, hospitalization and life insurance coverage and in all stock options other employee plans and restricted stock units previously granted to Executive shall thereupon become fully vested, programs in which he was participating (and on the Executive or his legally appointed guardian, as the case may be, shall have up to one year from same basis that he was participating) on the date of termination of his employment due to exercise all disability subject to the terms of such previously granted optionsplans and to the extent such coverage may be available to disabled employees. In addition, provided that in no the event of a termination of Employee’s employment with the Company upon his death or Disability, the pro-rated portion of Employee’s Target Bonus for the calendar year in which termination due to Employee’s death or Disability occurs (calculated based upon the number of days elapsed during such year prior to such termination), shall any option be exercisable beyond its term. The Executive (payable to Employee or his estate) shall receive estate or beneficiary, as applicable, promptly after the payments provided herein at end of the calendar year during which such times he would have received them if there was no termination occurred. In the event of a termination of the Employee’s employment as a result of death or disability. AdditionallyDisability, if the Executive’s employment is terminated because of disabilityEmployee or his estate or beneficiary, the Executive shall receive any benefits as applicable, shall, subject to which Executive may be entitled earlier termination pursuant to Section 5 hereof 4.2 of the Plan, be entitled to exercise any Options which shall continue to have vested as of the date of Employee’s termination for a period of one year following the date of termination. All unvested or unexercisable options as of such date shall be paid or provided by the Company, as the case may be, for one year, except for perquisitesterminated and forfeited.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation PTO accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, period and his annual bonus prorated to date of termination (to the extent the Board has set a formula and it can be calculated), and (v) all stock options options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the ExecutiveEmployee. For purposes of this Section 6(a), “disability” shall mean (i) Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than twelve (12) months; (ii) Employee is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of 45 consecutive days not less than three (3) months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) Employee is determined to be totally disabled by the Executive is incapable Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the Executivewritten opinion of the Employee’s regularly attending physician (or his guardian). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that ExecutiveEmployee’s employment is terminated by reason of ExecutiveEmployee’s death or disability, the Company Employee or his personal representative shall pay be entitled to the following to Executivefollowing: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, disability or death; and (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all unexercised stock options and restricted stock units previously granted to Executive the Employee shall thereupon become fully vested, and the Executive Employee or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination death or disability to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive Employee (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the ExecutiveEmployee’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive the Employee may be entitled pursuant to Section 5 hereof 5(b) shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisites.subject to the terms of any applicable plan or insurance contract and applicable law. 27 (b)

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, the (iii) Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, ; (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, period and his annual bonus prorated to date of termination (to the extent the Board has set a formula and it can be calculated), and (viv) all stock options options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 hereof 5(b) shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that the Executive’s 's employment hereunder is terminated by reason of the Executive’s 's death or disabilityDisability (as defined below), the Company shall pay the following amounts described in Section 6(c) above and all benefits payable to the Executive: , if any, under the terms of the Company's compensation and benefit plans, programs or arrangements. All outstanding stock options, whether vested or unvested, exercisable or not exercisable, shall as of the Date of Termination, vest and become exercisable, provided that the Incentive Grant shall vest only if, and to the extent, the condition for exercisability thereof set forth in subparagraph 5(c)(ii) hereof shall have been satisfied on or before the Date of Termination. All vested options which are then exercisable shall remain exercisable by the Executive or the Executive's legal representative for a period of ninety (90) days from the Date of Termination, but in no event beyond the original term of the option, and shall thereafter terminate. For the purposes of this Agreement, "Disability" shall mean that the Executive (i) is unable to engage in any accrued but unpaid Base Salary substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for services rendered to the date a continuous period of terminationnot less than 12 months, or (ii) is, by reason of any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it medically determinable physical or mental impairment which can be calculated)expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and (v) all stock options and restricted stock units previously granted health plan of the Company. The Executive's Disability will be established if a qualified medical doctor selected by the parties so certifies in writing. If the parties are unable to Executive shall thereupon become fully vestedagree on the selection of such a doctor, and each party will designate a qualified medical doctor who together will select a third doctor who will make the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its termdetermination. The Executive will make himself available for an examination by a doctor selected in accordance with this paragraph (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitesd).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his her guardian). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executive: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his her annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his her legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his her estate) shall receive the payments provided herein at such times he she would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisites.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, the (iii) Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, ; (ii) an amount equal to 12 months’ Base Salary (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, period and his annual bonus prorated to date of termination (to the extent the Board has set a formula and it can be calculated), ; and (v) all stock options options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 hereof 5(b) shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of terminationearned but unpaid bonuses, and (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive under any equity incentive plan established by the Company shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to three months from the date of termination (or one year from the date of termination death) to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisites.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the ExecutiveService Provider. Subject to applicable law, ln the event that the Service Provider’s engagement is terminated by reason of Service Provider’s death, the Service Provider’s estate shall receive (i) three (3) months’ Base Compensation at the then current rate, payable in a lump sum, less withholding of applicable taxes, and (ii) continued provision for a period of one (1) year following the Service Provider’s death of benefits, except perquisites, under any employee benefit plan extended from time to time by the Company to its senior executives. In addition, the Service Provider’s engagement hereunder may be terminated by the Board of Directors due to the Service Provider’s Disability. For purposes of this Agreement, a termination for “Disability” shall occur (i) when the Company has provided a written termination notice to the Service Provider supported by a written statement from a reputable independent physician mutually selected by the Company and the Service Provider, or the Service Provider’s legal representatives in the event he is unable to make such selection due to mental incapacity, to the effect that the Service Provider shall have become so physically or mentally incapacitated as to be unable to resume, even with reasonable accommodation as may be required under the Americans With Disabilities Act, within the ensuing twelve (12) months, his engagement hereunder by reason of physical or mental illness or injury, or (ii) upon rendering of a written termination notice by the Company after the Service Provider has been unable to substantially perform his duties hereunder, even with reasonable accommodation as may be required under the Americans With Disabilities Act, for 120 or more consecutive days, or more than 180 days in any consecutive twelve month period, by reason of any physical or mental illness or injury. For purposes of this Section 6(a5(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days the Service Provider agrees to make himself available and to cooperate in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined reasonable examination by a reputable independent physician mutually selected by the Executive’s physician (or his guardian)Company and the Service Provider, and paid for by the Company. In the event of the death of the ExecutiveSubject to applicable law, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In in the event that Executivethe Service Provider’s employment engagement is terminated by reason of ExecutiveService Provider’s death or disability, the Company shall pay the following to Executivethe Service Provider: (i) any accrued but unpaid six (6) months’ Base Salary for services rendered Compensation at the then current rate, to be paid from the date of terminationtermination until paid in full in accordance with the Company’s usual practices, including the withholding of all applicable taxes; (ii) continued provision during said twelve (12) month period of the benefits, except perquisites, under any accrued but unpaid expenses required employee benefit plan extended from time to be reimbursed under this Agreement, time by the Company to its senior executives; and (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for bonuses; provided, however, the Company may credit against such amounts any prior period, his annual bonus prorated to date of termination (proceeds paid to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted Service Provider with respect to Executive shall thereupon become fully vested, and the Executive or any disability policy maintained for his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitesbenefit.

Death or Disability. Except (a) The Company may terminate the Executive’s employment hereunder due to death or Disability (as otherwise provided defined below). If the Executive’s employment hereunder is terminated as a result of death or Disability, the Executive (or the Executive’s estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to the Executive through the date of termination; (ii) any previously vested benefits, such as retirement benefits, but excluding stock options, restricted stock or other incentive compensation (other than the incentive compensation set forth in this Agreement, which shall be governed by this Agreement Agreement), which shall automatically terminate without act be governed by the terms of the Company’s respective plans and any agreements to which the Executive is a party upon in that regard (items (i) and (ii) above collectively referred to as “Accrued Employment Entitlements”); and (iii) all of the death proceeds of the life insurance policy (if the Executive’s employment is terminated due to death), or all of the proceeds of the disability insurance policy (if the Executive’s employment is terminated due to Disability), maintained by the Company on behalf of the Executive, as contemplated hereby, provided, however, that clause (iii) is subject to the availability and limitations of such insurance, as contemplated by Section 3.2(a). For purposes of this Section 6(a)At the Company’s expense, “disability” the Executive and/or the Executive’s dependents shall mean that be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated active employees for a period of 45 consecutive days or 90 aggregate days in any twelve (12-month period, ) months from the date the Executive is incapable of was first unable to substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by perform the Executive’s physician duties hereunder. The Executive and/or the Executive’s dependents shall thereafter be entitled, at the Company’s expense, to any continuation of such benefits provided under such benefit plans for any period permitted by such plans, but not to exceed twelve (or his guardian)12) months. In the event of Following the death or Disability of the Executive, the Executive’s estate shall receive participation under any unpaidstock option, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executive: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive or other incentive compensation plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided governed by the Company, as the case may be, for one year, except for perquisitesterms of such plans.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon If prior to the death or disability expiration of the Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian). In the event of the death of the ExecutiveEmployment Period, the Executive’s estate shall receive any unpaid, earned compensation and benefits due employment by the Executive and this Agreement shall terminate. In the event that Executive’s employment Companies is terminated by reason of due to Executive’s death or disabilityDisability (as defined below), then (A) the Company Employment Period shall pay be deemed to have ended as of the following date Executive ceases to Executive: be employed by the Companies, (iB) Executive shall be entitled to continue to receive his Base Salary through the date of termination, subject to withholding and any other appropriate deductions, (C) Executive shall be entitled to receive the pro-rata portion of any earned but unpaid Bonus for the year of termination and any then accrued but unpaid Base Salary Bonus for services rendered any fiscal year which ended prior to the date of termination, each of which shall be payable on the date that any such Bonus would have otherwise been payable and subject to withholding and other appropriate deductions, and (iiD) Executive shall be entitled to reimbursement as provided in Section 3(e) for any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to unreimbursed Expenses properly incurred through the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated . As a condition to date of termination (receiving such payments relating to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from periods following the date of termination to exercise all such previously granted optionstermination, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estatepersonal representative or other Person serving in a like capacity) shall receive the payments provided herein at sign a release (covering all matters relating to his employment), with such times he would have received them if there was no death or disability. Additionally, if the release becoming irrevocable within thirty (30) days of Executive’s employment is terminated because termination in favor of disabilitythe Company Parties and their affiliates in such form as the Companies shall reasonably request. In the event the above-referenced thirty (30) days period falls into two (2) calendar years, the Executive payment shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by not commence until the Company, as the case may be, for one second calendar year, except for perquisites.

Death or Disability. Except as otherwise provided Executive’s employment hereunder shall terminate automatically upon Executive’s death. In such event, Executive’s estate shall be entitled to receive any earned and unpaid Base Salary, prorated through the date of death. If, in this Agreementthe judgment of the Board of Directors of Parent, this Agreement shall automatically terminate without act Executive is unable to engage in substantial gainful activity by reason of any party upon the medically determinable physical or mental impairment which can be expected to result in death or disability can be expected to last for a continuous period of the Executive. For purposes not less than 12 months; or, by reason of this Section 6(a)any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, “disability” shall mean that receiving income replacement benefits for a period of 45 consecutive days not less than 3 months under an accident and health plan covering employees of the Company or 90 aggregate days in any 12-month periodParent (“Disabled” or “Disability”), then Executive acknowledges that he would be unable to perform the Executive is incapable essential functions of substantially fulfilling his job and the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by Company may terminate the Executive’s physician (or his guardian)employment upon written notice to Executive. The date of Disability shall be the date specified by the Board of Directors of the Company in the written notice provided to Executive by the Company. In the event of termination due to Disability, Executive shall be entitled to receive any earned and unpaid Base Salary, prorated through the death date of Disability. While receiving Disability income payments under any Company or Parent Disability income plan, Executive shall not be entitled to receive any Base Salary hereunder, but shall continue to participate in the ExecutiveCompany’s benefit plans, to the extent permitted by such plans, until the termination of his employment. Termination of his employment for Disability shall not restrict or limit the Executive’s estate shall opportunity to receive any unpaid, earned compensation continued benefits under the Company’s then existing Disability plans(s) in accordance with and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executive: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitesterms of such plan(s).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement If Employee's employment shall automatically terminate without act be terminated by any party upon the reason of death or disability Disability, Company shall pay Employee the portion of the Executive. For purposes Base Salary which would have been payable to Employee through the date her employment is terminated; plus, any other amounts earned, accrued or owing as of this the date of death or Disability of Employee but not yet paid to Employee under Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian)3. In the event of the death or Disability of Employee, then any payment due under this Section 7(a) shall be made to Employee or Employee's estate, heirs, executors, administrators, or personal or legal representatives, as the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits case may be. Within one (1) year following Employee's termination of employment due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s to death or disabilityDisability, the Company shall pay the following to Executive: (i) any accrued but unpaid Base Salary for services rendered to the date of terminationEmployee or Employee's estate, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreementheirs, (iii) any vacation accrued to the date of terminationexecutors, (iv) any earned but unpaid bonuses for any prior periodadministrators, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardianpersonal or legal representatives, as the case may be, shall have up to one year from the date of termination be entitled to exercise all options granted to Employee to the extent such previously granted optionsoptions are vested and exercisable at the time of such termination pursuant to this Agreement or otherwise, provided and all such options not exercised within such one (1) year period shall be forfeited; provided, however, that in no event shall any option be exercisable beyond after its termoriginal expiration date. The Executive (Notwithstanding the foregoing sentence, in no event may Employee or his Employee’s estate) shall receive the payments provided herein at such times he would have received them if there was no death , heirs, executors, administrators, or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid personal or provided by the Companylegal representatives, as the case may be, for one yearexercise such vested and exercisable options later than the earlier of (A) the latest date upon which the option could have expired by its original terms under any circumstances, except for perquisitesor (B) the 10th anniversary of the original date of grant of the option.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in her customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his her guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or her personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of terminationearned but unpaid bonuses, and (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive under any equity incentive plan established by the Company shall thereupon become fully vested, and the Executive or his her legally appointed guardian, as the case may be, shall have up to three months from the date of termination (or one year from the date of termination death) to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisites.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon In the death or disability event of the Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month periodEmployee's death, the Executive is incapable ------------------- Employee's employment will terminate as of substantially fulfilling the duties date of the Employee's death and the heirs, distributees or legal representatives of the Employee will be entitled to receive the salary and other compensation set forth in Section 3 (which means full-time employment) because 3(a), the Employee Benefits and other entitlements under the Company's programs and policies accrued or earned for all periods through the date of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian)death. In the event of the death Employee's disability due to physical or mental illness which renders him unable to perform his employment duties for a continuous period of 90 days or more, the Company may terminate the employment of Employee hereunder at any time on or after the 90th day following the commencement of his disability, provided such disability has continued through the termination date. In such event, the Employee or his legal representatives will be entitled to receive all amounts payable under the disability policy maintained by the Company for the Employee and, for a period of twelve months following the date of disability, payments from the Company equal to the difference between the amounts payable under the disability policy and the Employee's base salary applicable on the date of disability, which difference shall be paid by the Company in installments consistent with the ordinary payroll practices of the Executive, Company. If the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment Employee is terminated by reason of Executive’s death or disability, the Company shall pay Employee will be required to comply with the following to Executiveconfidentiality covenant of Section 7 and will be bound by the remedies provision of Section 8. (c) For purposes of this Agreement, "Cause" means: (i) the failure or inability for any accrued but unpaid Base Salary for services rendered reason of the Employee to devote substantially all of his time during normal business hours to the date business of termination, the Company and its affiliates (except for vacations or absence due to illness or other permitted leave reasons); or (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided commission by the CompanyEmployee of any dishonest act, as or fraudulent conduct by the case may beEmployee, for one yearor conduct by the Employee which constitutes a felony or a malfeasance or a breach of fiduciary duties by the Employee, except for perquisites.or other conduct by which materially and adversely affects the business or reputation of the Company or its affiliates; or

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in her customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his her guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or her personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, and (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his her legally appointed guardian, as the case may be, shall have up to one year two years from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his her estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. Except as otherwise provided in This Agreement will terminate automatically on Executive's death. Any compensation or other amounts due to Executive for services rendered prior to his death shall be paid to Executive's surviving spouse, or if Executive does not leave a surviving spouse, to Executive's estate. No other benefits shall be payable to Executive's heirs pursuant to this Agreement, this Agreement shall automatically terminate without act but amounts may be payable pursuant to any life insurance or other benefit plans maintained by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian)AAGH. In the event of the death of the Executive becomes "Disabled", Executive's employment hereunder and AAGH's obligation to pay Executive's Base Salary and, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In in the event that Executive’s Executive becomes "Disabled" during the first year of his employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executive: (i) with AAGH any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits additional compensation to which Executive may be entitled pursuant to Section 5 hereof paragraph 2B, (less any amounts payable to Executive pursuant to any long-term disability insurance policy paid for by AAGH) shall continue for a period of twelve (12) months from the date of Executive's initial absence due to such Disability. If at the end of said twelve (12) month period Executive has not recovered from such Disability, Executive's employment hereunder shall automatically cease and terminate. Executive shall be considered "Disabled" or to be paid or provided suffering from a "Disability" for purposes of this paragraph 7 if, in the judgment of a licensed physician selected by the CompanyBoard of Directors of AAGH and confirmed by a licensed physician designated by Executive, as and after any reasonable accommodations required by applicable law, he is unable to perform the case may beessential functions of his position due to a physical or mental impairment, and such incapacity is expected to continue for one yeara period of at least twelve (12) consecutive months from the date of the initial absence due to such incapacity. The determination by said physicians shall be binding and conclusive for all purposes. If the physician selected by the Board and the physician selected by Executive cannot agree, except for perquisitesthe two (2) physicians shall select a third (3rd) physician. The decision of the third (3rd) physician concerning Executive's Disability then shall be binding and conclusive on all interested parties.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in her customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his her guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or her personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his period and her annual bonus prorated to date of termination (to the extent the Compensation Committee has set a formula and it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his her legally appointed guardian, as the case may be, shall have up to one year two years from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his her estate) shall receive the payments provided herein at such times he as she would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the ExecutiveConsultant. For purposes of this Section 6(a6(b), “disability” shall mean (i) the Consultant is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Consultant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive Consultant is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the Executivewritten opinion of the Consultant’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that ExecutiveConsultant’s employment is terminated by reason of ExecutiveConsultant’s death or disability, the Company shall pay the following to Executivethe Consultant or his personal representative: (i) any accrued but unpaid Base Salary consulting fees for services rendered to the date of termination, and (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive Consultant (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment this Agreement is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which Executive the Consultant may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Consultant was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Consultant shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in her customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of White River; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his her guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company White River shall pay the following to Executivethe Executive or her personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his period and her annual bonus prorated to date of termination (to the extent the Parent’s Compensation Committee has set a formula and it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his her estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the CompanyWhite River, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, the (iii) Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, ; (ii) an amount equal to 12 months’ Base Salary; (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, period and his annual bonus prorated to date of termination (to the extent the Board has set a formula and it can be calculated), ; and (v) all stock options options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 hereof 5(b) shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian). In the event of the Executive’s death of or Disability (as defined below) during the ExecutiveTerm, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement employment hereunder shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, and the Company shall pay have no further obligation or duty to the following to Executive: (i) any accrued but unpaid Executive or his estate or beneficiaries other than for the Base Salary for services rendered earned under this Agreement to the date of termination, (ii) any accrued but unpaid reimbursement of corporate expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to incurred through the date of termination, (iv) and any earned but unpaid bonuses payments or benefits due under Company policies or benefit plans which shall be paid within a reasonable time following death or Disability. For purposes of this Agreement, "Disability" shall mean a physical or mental infirmity which causes the Executive to be unable to perform his duties hereunder for any prior periodperiod of one-hundred and eighty (180) consecutive days; provided, however, that notwithstanding anything to the contrary herein and despite any termination of Executive’s employment under this Section 6, Executive shall be entitled in the event of a termination on account of Disability: (i) to retain his annual bonus disability benefits, which amounts shall not be offset by any disability benefits received by Executive from any other source, (ii) to receive his Base Salary until such time as he has commenced receiving disability payments under the Company's policies, (iii) to receive a prorated portion of the Bonus to which Executive would otherwise have been entitled for the calendar year through the date of termination (to as determined by the extent it can be calculatedBoard), and (viv) accrued but unused vacation. In addition, notwithstanding anything to the contrary herein and despite any termination of Executive’s employment under this Section 6, Executive shall be entitled in the event of a termination on account of his death: (i) to receive a prorated portion of the Bonus to which Executive would otherwise have been entitled for the calendar year through the date of termination (as determined by the Board), and (ii) accrued but unused vacation. Nothing to the contrary provided herein or elsewhere, all stock options and restricted stock units previously Options granted to the Executive shall thereupon become fully vestedvest immediately upon his death or termination due to Disability and Executive, and the Executive or his legally appointed guardianlegal representative, as the case may be, shall have up a period of six (6) months following the termination of his employment pursuant to one year from the date of termination this Section 6.1 to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitesvested Options.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than three months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than three months, receiving income replacement benefits for a period of 45 consecutive days not less than two months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of the Executive’s death or disability, the Company shall pay the following to Executivethe Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units equity awards previously granted to the Executive under the Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year six (6) months from the date of termination (or from the date of death) to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one yearsix months subject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, except for perquisitesthe Executive shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in her customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of 45 consecutive days not less than three months under an accident and health plan covering employees of the Company; or 90 aggregate days in any 12-month period, (iii) the Executive is incapable determined to be totally disabled by the Social Security Administration. Any question as to the existence of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his her guardian) (or the Social Security Administration, where applicable). In the event of that the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to Executivethe Executive or her legally appointed representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period, his period and her annual bonus prorated to date of termination (to the extent the Compensation Committee has set a formula and it can be calculated), and (v) a lump sum payment of $500,000 as long as the Company has at least $1 million in cash following the payment paid in cash via electronic funds transfer or wire into either the Executive’s bank account or the designated, surviving relative of the Executive within 10 business days of the death or disability event (vi) all stock options and restricted stock units equity awards previously granted to the Executive under the Plan or similar plan shall thereupon become fully vested, and the Executive or his her legally appointed guardianrepresentative, as the case may be, shall have up to one year two years from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his her estate) shall receive the payments provided herein at such times he as she would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, except for perquisitessubject to the terms of any applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the “applicable 2½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).