Common use of Termination Upon Death or Disability Clause in Contracts

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

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

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Employer for which the Executive is eligible, or, if nonein the event that there is no such plan, if the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time as Bonuses are ordinarily paid; (ii) a cash payment equal in the case of termination due to disability, the Executive shall be entitled to receive his Annual Salary for twelve (12) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminatesExecutive during such twelve (12) month period; (iii) elimination of any exclusively time-based vesting conditions on any restricted stockthe Executive (or, stock option or other equity awards in the Company he had been granted case of his death, his spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive for which he then continues received reimbursement for pursuant to hold, Section 3.4 herein for a period of twelve (12) months following such termination and Company shall continue to pay for the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect foregoing in accordance with their terms, except Section 3.4 herein as may otherwise be provided to the contrary in the applicable award agreements)if no such termination had occurred; and (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If Executive dies during This Agreement and the Term, the obligations of the Company to or with respect to Executive Executive’s employment shall terminate in their entirety except as otherwise provided under this Section 4.1upon Executive’s death. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period)disabled, the Company shall have the right, to the extent permitted by law, to may terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate this Agreement and Executive’s employment ifby written notice to Executive. For purposes hereof, in the reasonable opinion of a qualified physician acceptable “disability” shall be defined to the Company, it is substantially certain that Executive will be able to resume mean Executive’s inability, due to physical or mental incapacity, to substantially perform his duties on and responsibilities under this Agreement for a regular full-time basis within 30 period of 60 consecutive days from the date of such disability as determined by an approved medical doctor selected by the mutual agreement of the date Executive receives notice of such terminationparties hereto. In the event that the parties hereto cannot agree on an approved medical doctor, each party shall select a medical doctor and the two doctors shall select a third medical doctor who shall serve as the approved medical doctor hereunder. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1disability, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the effective date of termination termination, which shall be paid or provided to the Executive on or before the time required by law but in no event more than 30 days after the effective date of termination; (ii) earned, accrued and vested benefits and paid time off under this Agreement prior to the effective date of termination, subject to the terms of the plans applicable thereto (and any applicable laws and regulations); and (iii) reimbursement under this Agreement for expenses incurred prior to the effective date of termination); (ii) a cash payment equal , subject to the prorated portion terms of this Agreement and the policies applicable thereto (collectively, the “Accrued Benefit”). This Agreement shall otherwise terminate upon the effective date of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s termination of employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month periodperiod in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive (the foregoing circumstance being referred to below as a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or Disability during the Term, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Salary, bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) a cash payment equal to (I) the prorated portion of the Annual Bonus at the “target” level target bonus for the Contract Year or partial Contract Year year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which Executive’s employment hereunder terminates; is 365, and (iiiB) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect subject to the terms thereof) on any restricted stock, stock option or options and other equity awards in the Company he had been granted which he then continues to holdawards; provided that, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s deathtermination of employment due to Disability, the Executive will only be entitled to receive the payment and accelerated vesting set forth in this clause (ii) if the Executive executes and delivers to the Company a general release in a form reasonably acceptable to the Company, which does not require the release of any payment rights under this Section 4 or under Section 3.7, within thirty (30) days following such termination and such release becomes irrevocable at the earliest possible time under applicable law following such execution and delivery, (Aiii) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, Section 3.7 shall apply in accordance with its terms and (Biv) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (ii)(B) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or Disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited). Any payments that the Executive is entitled to receive pursuant to clause (i) of the third sentence of this Section 4 shall be made by the Company in a single lump sum within five (5) days after termination of employment due to death or Disability. Any payment or acceleration of vesting that the Executive is entitled to receive pursuant to clause (ii) of the third sentence of this Section 4 shall be made by the Company in a single lump sum or occur, respectively, upon the 45th day after termination of employment due to death or Disability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment without duplication of any amounts due under clause (i), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the prorated portion annual bonus that, in the absence of the Annual Bonus at the “target” level such termination, would have been payable for the Contract Year or partial Contract Year fiscal year in which Executive’s employment hereunder terminatestermination occurs, payable at such time as would have applied in the absence of such termination, with such amount to be multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, pursuant to the extent then unvested (it being expressly understood Plan held by the Executive shall fully vest and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their termsbecome immediately exercisable, except as may otherwise be provided applicable, and subject to the contrary in the applicable award agreements)terms of such awards; and (iv) in the event of Executive (or the Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s 's long-term disability plans and arrangements (or, if nonenone apply, if Executive by virtue of ill health would have been so eligible under the most recent plan or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodarrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to Executivethe Executive and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided that provided, that, the Company will have no right to terminate the Executive’s 's employment if, in the reasonable opinion of a qualified physician reasonably acceptable to the Company, it is substantially reasonably certain that the Executive will be able to resume the Executive’s 's duties on a regular full-time basis within 30 90 days of the date the Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date Effective Date of the termination of employment other than (i) Annual Base Salary and other benefits benefits, including payment for accrued but unused vacation (but excluding any bonuses except as provided in the bonus plan or in clause (ii) below) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the date of termination); (ii) a cash payment equal to all equity awards held by the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminatesExecutive shall become fully vested and exercisable; and (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option this Agreement shall otherwise terminate upon such death or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood termination of employment and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise there shall be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights with respect to any other compensation or benefits the Executive hereunder on or after (except as provided in Section 7.8). For the avoidance of doubt, the Executive acknowledges and agrees that the payments set forth in this Section 4 constitute liquidated damages for termination of employment, or any other rights hereunderhis employment during the Term upon death.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4.14 or under Section 5.2. If the Executive becomes eligible for disability benefits under the Company’s 's long-term disability plans and arrangements (or, if nonenone apply, if Executive by virtue of ill health would have been so eligible under the most recent plan or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodarrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon at least ninety (90) days written notice in writing to the Executive; provided that the Company will have no right to terminate the Executive’s 's employment if, in the reasonable opinion of a qualified physician reasonably acceptable to the Company, it is substantially reasonably certain that the Executive will be able to resume the Executive’s 's duties on a regular full-time basis within 30 ninety (90) days of the date the Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits (but excluding any bonuses except as provided in the Bonus Plan or in clause (ii) below) earned and accrued under this Agreement prior to the date of termination (and excluding reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall be entitled to a cash payment equal to the prorated portion Executive's Annual Salary (as in effect on the effective date of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminatessuch termination) payable no later than thirty (30) days after such termination; (iii) elimination all of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards the Executive's outstanding and unvested Founder's Stock (as defined in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreementsAttachment A); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives all of the Executive's unvested options to acquire shares of Company generally (if stock shall immediately vest and as in effect from time to time) during the one year following the date of termination; and (v) Executive (such options shall remain exercisable by Executive, or, in the case of his death, his estate by the beneficiaries of Executive's estate, for one (1) year following such termination (or, if shorter, the balance of the regular term of the options); (iv) Executive's outstanding and beneficiariesunvested Incentive Stock (as defined in Attachment A) that would vest in the calendar year of such termination shall, subject to the approval of the Compensation Committee, become vested; and (v) this Agreement shall have otherwise terminate upon such death or other termination of employment and there shall be no further rights with respect to the Executive hereunder (except as provided in Section 7.15). The payments to be made above shall be in addition to, rather than in lieu of, the entitlement of Executive or his estate to any other compensation insurance or benefits hereunder on benefit proceeds as a result of his death or after the termination of employment, or any other rights hereunderdisability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Employer for which the Executive is eligible, or, if nonein the event that there is no such plan, if the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which in no event shall be less than a similar pro-rata portion of the Executive's bonus for the preceding year) to be paid at such time as Bonuses are ordinarily paid; (ii) a cash payment equal in the case of termination due to disability, the Executive shall be entitled to receive his Annual Salary for the lesser of six (6) months following such termination, or the period until long term disability insurance benefits commence under disability coverage furnished by the Employer to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; and (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) for a cash payment equal period of three years after termination of employment, the Executive (if applicable), and in the event of his death, his spouse and his dependents, shall receive such continuing coverage under the group health plans they would have received under this Agreement (but at such costs no higher than as in effect immediately preceding such termination) as would have applied in the absence of such termination, provided that, the Company shall in no event be required to provide any benefits otherwise required by this clause (ii) after such time as the prorated portion Executive becomes entitled to receive benefits of the Annual Bonus at same type from another employer or recipient of the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates's services; (iii) elimination without duplication of any exclusively time-based vesting conditions on any restricted stockamounts due under clause (i), stock option or other equity awards the Executive shall receive an amount equal to the annual bonus that, in the Company he had absence of such termination, would have been granted payable for the fiscal year in which he then continues to holdtermination occurs, to payable at such time as would have applied in the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem absence of such termination, with such time-based vesting conditionsamount to be multiplied by a fraction (x) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary numerator of which is the number of days in the applicable award agreements)fiscal year preceding the termination and (y) the denominator of which is 365; (iv) in all outstanding unvested equity-based awards (including, without limitation, stock options and restricted stock) held by the event of Executive’s deathExecutive shall fully vest and become immediately exercisable, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such terminationas applicable, and (B) continuation subject to Executive’s spouse and dependents the terms of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of terminationsuch awards; and (v) the Executive (or, or the Executive's estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company's plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.17.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will shall have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will shall be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.17.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit benefits hereunder on and after the effective date of the termination of employment other than (ia) the Executive’s Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and (iib) a lump sum cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year calendar year in which Executive’s employment hereunder terminates; (iii) elimination , prorated based on the period beginning on January 1 and ending on the date on which Executive’s employment is terminated pursuant to this Section 7.1, and calculated based on actual performance through the end of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); performance year (iv) but in no event shall the event amount of the bonus payable to Executive be greater than the prorated portion of Executive’s deathTarget Annual Bonus for such year), (A) a cash payment equal to two months payable at the same time as annual bonuses of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to other senior executives of the Company generally (if and as Company, but in effect from time to time) during no event later than March 15 of the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights year with respect to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderwhich such Annual Bonus is payable.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-12 month period)period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive (A) any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (iiB) a cash payment equal to (I) the prorated portion of the Annual Bonus at the “target” level target bonus for the Contract Year or partial Contract Year year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which Executive’s employment hereunder terminates; is 365, and (iiiC) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock option or options and other equity awards in the Company he had been granted which he then continues to holdawards, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditionsii) will continue in effect Section 3.7 shall apply in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, its terms and (Biii) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company has a Separation from Service due to his death or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period)Disability, the Company shall have the right, pay to the extent permitted by law, to terminate the employment estate of Executive upon notice in writing or to Executive; provided that , as the Company will have no right case may be, within fifteen (15) days following Executive's Separation from Service due to terminate death or Disability, all amounts then payable to Executive pro-rated through the date of Executive's Separation from Service pursuant to Section 3, the amount of any earned but unpaid Cash Incentive Pay pursuant to Section 4.02 above, the amount of any accrued but unused vacation under Section 6.05 above for the year in which the Separation from Service occurs and any reimbursable amounts owed to Executive under Section 7 above (the “Accrued Obligations”). In addition, contingent upon Executive (or in the case of Executive’s employment ifdeath, Executive’s estate) executing and not revoking a separation agreement, including a general release of claims, in the reasonable opinion of a qualified physician form and substance reasonably acceptable to the Company, it is substantially certain that Executive will be able the Company shall pay to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, Executive’s estate), at the time contemplated by the Annual Cash Incentive Plan, such Cash Incentive Pay, if any, to which he would have been entitled under the terms of the Annual Cash Incentive Plan had Executive remained in the employ of the Company for the entire fiscal year in which such termination occurs. Further, all outstanding equity rights held by Executive (Aincluding without limitation stock options, restricted stock, restricted stock units and other time-based equity rights) shall become vested on a cash payment equal pro rata basis to two months reflect the portion of the vesting period that had elapsed prior to Executive’s Separation from Service. Any stock options and other awards in the nature of rights that may be exercised that are vested or become vested pursuant to the preceding sentence shall expire on the earlier of (i) the one-year anniversary of Executive’s Annual Salary payable no later than 10 days after such terminationSeparation from Service, and or (Bii) continuation their regular termination date. Performance-based equity awards shall be earned on a pro rata basis to reflect the portion of the vesting period that had elapsed prior to Executive’s spouse Separation from Service, based on an assumed level of performance at target level, and dependents shall be paid within thirty (30) days of fully paid health insurance benefits under the CompanyExecutive’s health plans and programs applicable to senior executives of the Company generally (if and as in effect Separation from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderService.

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive This Agreement shall terminate in their entirety except automatically upon Executive's death. In the event of termination of Executive's employment as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue a result of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period)death, the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual continue to pay to Executive's estate, on a monthly basis, his Base Salary for a period of six (6) months from the date of death and (ii) any other benefits earned and amounts earned, accrued or owing to Executive under this Agreement prior to through the date of termination (death but not yet paid. Furthermore, all stock options vested at the time of death shall remain exercisable for the remainder of the terms relating to such stock options. This Agreement shall terminate at the option of the Company if Executive shall suffer "disability." For purpose hereof, "disability" shall be defined to mean Executive's inability, due to physical or mental incapacity, to substantially perform his duties and reimbursement responsibilities under this Agreement for expenses incurred prior to a period of sixty (60) days from the date of termination); such disability as determined by an approved medical doctor selected by the mutual agreement of the parties hereto. In the event that the parties hereto cannot agree on an approved medical doctor, each party shall select a medical doctor and the two doctors shall select a third medical doctor who shall serve as the approved medical doctor hereunder. The Company shall notify Executive in writing of its decision to terminate this Agreement due to Executive's disability. In the event of termination of Executive's employment as a result of "disability," the Company shall (i) pay to Executive, on a monthly basis, for a period of six (6) months from the date of disability, an amount equal to his monthly Base Salary minus any monthly payment received by Executive from any Company purchased disability policy and (ii) continue Executive's participation in Company benefit plans in which he participated immediately prior to such termination for a cash payment period equal to the prorated portion lessor of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two twelve (12) months of Executive’s Annual Salary payable no later than 10 days after such termination, and or (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives remainder of the Company generally (if and as in effect from time to time) during term of this Agreement. Furthermore, upon any such termination by reason of "disability," all vested stock options shall remain exercisable for the one year following the date remainder of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereundertheir respective terms.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations Term shall terminate as of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1date of the Executive’s death. If there is a good faith determination by the Board that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements (or, if none, if has disabled the Executive by virtue for a cumulative period of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180 days out of within any consecutive 12-month periodperiod (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided . Upon the Executive’s death or in the event that the Company will have no right to terminate Executive’s employment ifis terminated due to his Disability, the Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary or Annual Bonus for concluded fiscal years, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the reasonable opinion terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) an amount equal to the target Annual Bonus, prorated to reflect the partial year of a qualified physician acceptable employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days but in no event later than March 15 of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in fiscal year following the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year fiscal year in which Executive’s employment hereunder terminates; such termination occurred (iii) elimination subject to Section 7.15 of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreementsthis Agreement); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (Bv) continuation to for a period of 24 months after termination of employment, such continuing medical benefits for the Executive and/or the Executive’s spouse and dependents of fully paid health insurance benefits eligible family members under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (if and as in effect from time at such costs to timethe Executive) during the one year following the date of termination; and (v) Executive (or, in the case absence of his deathsuch termination. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, his estate and beneficiaries) except as set forth in this Section 4, the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderbenefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Base Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a cash single-sum payment equal to the prorated portion value of his Base Salary that would have been paid to him for the remainder of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year year in which Executive’s employment hereunder terminatesthe termination occurs; (iii) elimination without duplication of any exclusively time-based vesting conditions on any restricted stockamounts due under clauses (i) and (ii), stock option the Executive (or other equity awards the Executive’s estate or beneficiaries in the Company he had been granted which he then continues to hold, case of the death of the Executive) shall receive a single-sum payment equal to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to value of the contrary highest bonus earned by the Executive in the applicable award agreements)one year period preceding the date of termination, multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iv) in all outstanding unvested equity-based awards held by the event Executive shall fully vest and become immediately exercisable, as applicable, subject to the terms of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of terminationawards; and (v) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). Unless the payment is required to be delayed pursuant to Section 7.14(b) below, the cash amounts payable pursuant to clauses (i), (ii) and (iii) above shall be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) within 60 days following the date of his termination of employment on account of death or disability.

Termination Upon Death or Disability. If Executive dies during the TermEmployment Period, the Executive’s employment with the Company shall be deemed terminated as of the date of death, and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.1. 7B. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements Disabled (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodas defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon 30 days prior written notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue due to the death or Disability of disability in accordance with this Section 4.1Executive, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right be entitled to receive any compensation or benefit hereunder on the Required Payments; and after Executive shall also be entitled to the effective date of the termination of employment other than following: (i) Annual Salary and other benefits earned and accrued any unpaid annual target bonus under this Agreement Section 3B for the year immediately prior to the date year of such termination (and reimbursement under this Agreement for expenses incurred in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the date time of such termination) and a pro-rated share of Executive’s annual target bonus under Section 3B for the year of such termination (in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the time of such termination), which bonus amounts shall be paid at the earlier of (A) such time as the Company regularly pays bonuses, or (B) no later than 2 ½ months following the calendar year in which the termination occurs; and (ii) continuation of his Annual Salary following such termination for a cash payment equal to period of one year, which shall be payable in accordance with the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which ExecutiveCompany’s employment hereunder terminatesstandard pay schedules; and (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of termination due to Disability, the Company shall reimburse Executive’s COBRA payments for Executive’s health insurance benefits for a period of one year. For the purposes of this Agreement, “Disability” shall mean a physical or mental impairment which, the Board of Directors determines, after consideration and implementation of reasonable accommodations, precludes the Executive from performing his death, his estate and beneficiariesessential job functions for a period longer than three consecutive months or a total of one hundred twenty (120) shall have no further rights to days in any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereundertwelve month period.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive days or 270 non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Base Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a cash single-sum payment equal to his Base Salary; (iii) without duplication of any amounts due under clauses (i) and (ii), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive a single-sum payment equal to the prorated portion value of the Annual Bonus at highest bonus earned by the “target” level Executive in the one-year period preceding the date of termination, multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iv) health insurance benefits shall continue for the Contract Year Executive (and/or his covered dependents, if applicable) for a period of six months; thereafter, Executive or partial Contract Year in which Executive’s employment hereunder terminateshis dependents shall be permitted to elect COBRA continuation coverage consistent with the applicable law; (iiiv) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any restricted stockawards held by the Executive shall fully vest and become immediately exercisable, stock option or other equity awards in the Company he had been granted which he then continues to holdas applicable, subject to the extent then unvested terms of such awards; (it being expressly understood and agreed that vi) the treatment of any performance-based vesting conditions (whether or not in tandem with such timelong-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise term incentives shall be provided to the contrary determined in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, reasonable and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives good faith discretion of the Company generally (if and as in effect from time to time) during Compensation Committee of the one year following the date of terminationBoard; and (vvii) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). Unless the payment is required to be delayed pursuant to Section 7.13(b) below, the cash amounts payable pursuant to clauses (i), (ii) and (iii) above shall be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) within 60 days following the date of his termination of employment on account of death or disability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company's long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment without duplication of any amounts due under clause (i), the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the prorated portion annual bonus that, in the absence of the Annual Bonus at the “target” level such termination, would have been payable for the Contract Year or partial Contract Year fiscal year in which Executive’s employment hereunder terminatestermination occurs, payable at such time as would have applied in the absence of such termination, with such amount to be multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any awards (including, without limitation, stock options and restricted stock) held by the Executive shall fully vest and become immediately exercisable, stock option or other equity awards in the Company he had been granted which he then continues to holdas applicable, and subject to the extent then unvested (it being expressly understood terms of such awards; and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, or the Executive's estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company's plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (or, if none, if plan of the Company for which the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period)eligible, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Executive shall have a cash payment equal non-forfeitable right to, and shall be entitled to receive, the consideration payable to the prorated portion of Executive under the Annual Bonus Merger Agreement with respect to which the Executive's rights were not vested at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; Closing (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards as defined in the Company he had Merger Agreement) and which has not yet been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except paid as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; (iii) the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive all payments that he would have received under the Company's Milestone Incentive Plan if he had remained employed through the Performance Period (as defined in the Milestone Incentive Plan) and (viv) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderhereunder except as required by law.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month periodperiod in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive (the foregoing circumstance being referred to below as a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or Disability during the Term, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Salary, bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) a cash payment equal to (I) the prorated portion of the Annual Bonus at the “target” level target bonus for the Contract Year or partial Contract Year year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which Executive’s employment hereunder terminates; is 365, and (iiiB) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect subject to the terms thereof) on any restricted stock, stock option or options and other equity awards in the Company he had been granted which he then continues to holdawards; provided that, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s deathtermination of employment due to Disability, the Executive will only be entitled to receive the payment and accelerated vesting set forth in this clause (ii) if the Executive executes and delivers to the Company a general release in a form reasonably acceptable to the Company, which does not require the release of any payment rights under this Section 4 or under Section 3.8, within thirty (30) days following such termination and such release becomes irrevocable at the earliest possible time under applicable law following such execution and delivery, (Aiii) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, Section 3.8 shall apply in accordance with its terms and (Biv) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (ii)(B) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or Disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited). Any payments that the Executive is entitled to receive pursuant to clause (i) of the third sentence of this Section 4 shall be made by the Company in a single lump sum within five (5) days after termination of employment due to death or Disability. Any payment or acceleration of vesting that the Executive is entitled to receive pursuant to clause (ii) of the third sentence of this Section 4 shall be made by the Company in a single lump sum or occur, respectively, upon the 45th day after termination of employment due to death or Disability.

Termination Upon Death or Disability. If the Executive dies during the TermEmployment Period, the Executive's employment with the Company shall be deemed terminated as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.1. 7B. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements subject to a Disability (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodas defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon 30 days prior written notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or Disability, the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than receive: (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination)Accrued Obligations; (ii) a cash payment lump sum amount equal to the prorated pro-rata portion of Executive's target bonus for each outstanding bonus cycle as of the Annual Bonus at date on which termination of employment occurs (determined by multiplying the “target” level amount of the target bonus for the Contract Year or partial Contract Year bonus cycle by a fraction, the numerator of which is the number of days during the bonus cycle that Executive is employed by the Company and the denominator of which is the full number of days in which Executive’s employment hereunder terminatesthe bonus cycle) (the "Pro-Rata Target Bonus") ; and (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his deathExecutive's Disability, his estate and beneficiariescontinuation of the Executive's Annual Salary (which shall be payable in accordance with the Company's standard pay policies) until the Executive is eligible for short-term disability payments under the Company's group disability policies; provided however, that in no event shall have no further rights to any other compensation or benefits hereunder on or after such period of continued Annual Salary exceed 90 days following the Executive's termination of employment. For the purposes of this Agreement, "Disability" shall mean a physical or mental impairment which, the Compensation Committee determines, after consideration and implementation of reasonable accommodations, precludes the Executive from performing the Executive's essential job functions for a period longer than three consecutive months or a total of 120 days in any twelve month period. The definition of Disability in this agreement shall not apply to, alter, or amend the definition of disability in any other rights hereunderof the Executive's equity award grant documentation.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements Disabled (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodas defined below), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that . For purposes of this Agreement, the Executive will only be considered “Disabled” if (i) the Executive is unable by reason of accident or illness (including mental illness) to perform his or her duties with the Company will have no right or its subsidiaries for 60 consecutive days or 90 cumulative days during any six-month period, and the Executive is not expected to terminate Executive’s employment if, recover from such accident or illness in the reasonable opinion reasonably near future as determined in good faith by the Board or (ii) the Executive is eligible by reason of a qualified physician acceptable accident or illness (including mental illness) for long term disability benefits under the Company or its subsidiaries’ policies in effect from time to time. If the Company, it Executive is substantially certain that Executive will be able terminated due to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination by reason of employment by virtue of disability in accordance with this Section 4.1becoming Disabled, (y) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive (A) any compensation or benefit hereunder on and after Annual Salary earned prior to the effective date of the termination of employment other than termination, (iB) Annual Salary and any other benefits earned and accrued under this Agreement prior to the date of termination termination, (C) the pro rata portion of any annual bonus (based on the number of days worked by Executive during such year in which Executive dies or becomes Disabled) that may have otherwise been payable to Executive and (D) reimbursement under this Agreement for expenses incurred prior to the date termination of terminationemployment); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (vz) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. Any payments made pursuant to this Section 4 shall be made within ninety (90) days of the Executive’s separation from service.

Termination Upon Death or Disability. If Executive dies during the TermTerm of Employment, the obligations of the Company Employer to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.15.3. If Executive becomes eligible disabled for disability benefits under the Company’s purposes of Employer`s long-term disability plans and arrangements (orplan, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period), the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company Employer will have no right to terminate Executive’s Executive`s employment if, in the reasonable opinion of a qualified physician reasonably acceptable to the CompanyEmployer, it is substantially reasonably certain that Executive will be able to resume Executive’s Executive`s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1disability, (i) Executive (or Executive’s Executive`s estate or beneficiaries in the case of the death of Executive) shall have receive no right to receive any compensation or benefit hereunder on and later than 30 days after the effective date of the such termination of employment other than (iA) Annual Base Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); ) and (B) a prorated bonus through the date of termination based on the highest annual bonus either paid in any prior year or potentially payable to Executive in the year of such termination, (ii) a cash payment equal to Executive (or Executive`s estate or beneficiaries in the prorated portion case of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which death of Executive’s employment hereunder terminates) shall be entitled to receive any and all applicable insurance proceeds; and (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or all outstanding unvested options and other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood held by Executive shall vest and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect become immediately exercisable and shall otherwise be exercisable in accordance with their terms, except as may otherwise terms and Executive shall become vested in any pension or other deferred compensation other than pension or deferred compensation under a plan intended to be provided to the contrary in the applicable award agreements); (ivqualified under Section 401(a) in the event of Executive’s death, (Aor 403(a) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally Code. Notwithstanding the foregoing, this Section 5.3 shall not apply to a termination within the six-month period to follow a Change of Control (if and as in effect from time to timedefined below) during the one year following the date on account of termination; and (v) Executive (ordeath or disability, in the case of his deathbut, his estate and beneficiaries) rather, such a termination shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderbe covered by Section 5.4.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations Term shall terminate as of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1date of death. If there is a good faith determination by the Board that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements has disabled the Executive for a cumulative period of one hundred eighty (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180) days out of within any consecutive 12-month period12‑month period (a "Disability"), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided . Upon Executive’s death or in the event that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable is terminated due to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1his Disability, Executive (or Executive’s his estate or beneficiaries in his beneficiaries, as the case of the death of Executivemay be, shall be entitled to: (a) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) all accrued but unpaid Annual Salary and other benefits earned and accrued under this Agreement prior to or Annual Bonus through the date of termination of Executive’s employment, (and reimbursement under this Agreement for b) any unpaid or unreimbursed expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s deathSection 3.5 hereof, (Ac) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance any benefits provided under the Company’s employee benefit plans upon a termination of employment for such reason, in accordance with the terms contained therein (the payments and benefits referred to in clauses (a) through (c) above, collectively, the "Accrued Obligations"), (d) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement), (e) for a period of 24 months after termination of employment (subject to a reduction to the extent the Executive receives comparable benefits from a subsequent employer) (the "Continuation Period"), such continuing medical benefits for the Executive and/or the Executive's eligible family members under the Company's health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (if and as at such costs to the Executive) in effect from time the absence of such termination (but not taking into account any post‑termination increases in Annual Salary that may otherwise have occurred without regard to timesuch termination and that may have affected such benefits) during (the one year following "Continuation Benefits"), (f) any unvested outstanding equity (or equity-based) awards held by the Executive that vest on the basis of performance ("Performance-Based Awards") shall vest based on the terms set forth in the applicable award agreements underlying such Performance-Based Awards, and (g) a prorated portion (based on the number of days of employment since the immediately prior January 1st until the date of termination; the Executive's death or Disability, as applicable, over 365) of the unvested outstanding equity (or equity-based) awards held by the Executive that vest on the basis of time ("Time-Based Awards") that would have vested on the next vesting date applicable to such Time-Based Awards shall thereupon vest and (v) become free of restrictions and any remaining unvested Time-Based Awards shall be forfeited. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderbenefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits actually earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment without duplication of any amounts due under clause (i), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the prorated portion of the Annual Bonus at that, in the “target” level absence of such termination, would have been payable for the Contract Year or partial Contract Year fiscal year in which Executive’s employment hereunder terminatestermination occurs, payable at such time as would have applied in the absence of such termination, with such amount to be multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any awards (including, without limitation, stock options and restricted stock) held by the Executive shall fully vest and become immediately exercisable, stock option or other equity awards in the Company he had been granted which he then continues to holdas applicable, and subject to the extent then unvested (it being expressly understood terms of such awards; and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive (or the Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). Upon any termination for Disability under this Section 4, the Executive shall promptly resign from all positions he then holds with the Company and any of its subsidiaries, including but not limited to any membership on the Board or on the board of directors of any subsidiary of the Company.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if nonenone apply, if Executive by virtue of ill health would have been so eligible under the most recent plan or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodarrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate the Executive’s employment if, in the reasonable opinion of a qualified physician reasonably acceptable to the Company, it is substantially reasonably certain that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 30 90 days of the date the Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits (but excluding any bonuses except as provided in the Bonus Plan or in clause (ii) below) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary (as in effect on the effective date of such termination) payable no later than 10 30 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (viii) Executive (or, in the case this Agreement shall otherwise terminate upon such death or other termination of his death, his estate employment and beneficiaries) there shall have be no further rights with respect to any other compensation or benefits the Executive hereunder on or after the termination of employment, or any other rights hereunder(except as provided in Section 7.14).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Employer for which the Executive is eligible, or, if nonein the event that there is no such plan, if the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which in no event shall be less than a similar pro-rata portion of the Executive's bonus for the preceding year) to be paid at such time as Bonuses are ordinarily paid; (ii) a cash payment equal in the case of termination due to disability, the Executive shall be entitled to receive his Annual Salary for one year following such termination, or the period until long term disability insurance benefits commence under disability coverage furnished by the Employer to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; and (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if nonenone apply, if Executive by virtue of ill health would have been so eligible under the most recent plan or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodarrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate the Executive’s employment if, in the reasonable opinion of a qualified physician reasonably acceptable to the Company, it is substantially reasonably certain that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 30 ninety (90) days of the date the Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits (but excluding any bonuses except as provided in the Bonus Plan or in clause (ii) below) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary (as in effect on the effective date of such termination) payable no later than 10 thirty (30) days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (viii) Executive (or, in the case this Agreement shall otherwise terminate upon such death or other termination of his death, his estate employment and beneficiaries) there shall have be no further rights with respect to any other compensation or benefits the Executive hereunder on or after the termination of employment, or any other rights hereunder(except as provided in Section 7.14).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Employer for which the Executive is eligible, or, if nonein the event that there is no such plan, if the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him her for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time as Bonuses are ordinarily paid; (ii) a cash payment equal in the case of termination due to disability, the Executive shall be entitled to receive her Annual Salary for twelve (12) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminatesExecutive during such twelve (12) month period; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his her death, his her spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive for which she received reimbursement for pursuant to Section 3.4 herein for a period of twelve (12) months following such termination and Company shall continue to pay for the foregoing in accordance with Section 3.4 herein as if no such termination had occurred; and (iv) the Executive (or, in the case of her death, her estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company and the Parent to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company and the Parent shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Salary, Nondiscretionary Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (ii) subject to Section 5.2(c), for a cash payment equal to 30-month period after termination of employment, the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; Executive (iii) elimination of any exclusively time-based vesting conditions on any restricted stockif applicable), stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s his death, his spouse (Aor life partner) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after and his dependents, shall receive such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits continuing coverage under the Company’s group health plans and programs applicable to senior executives of the Company generally they would have received under this Agreement (if and but at such costs no higher than as in effect from time to timeimmediately preceding such termination) during as would have applied in the one year following the date absence of such termination; and (viii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderhereunder (but, for the avoidance of doubt, the Executive shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company's long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-non- consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment without duplication of any amounts due under clause (i), the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the prorated portion annual bonus that, in the absence of the Annual Bonus at the “target” level such termination, would have been payable for the Contract Year or partial Contract Year fiscal year in which Executive’s employment hereunder terminatestermination occurs, payable at such time as would have applied in the absence of such termination, with such amount to be multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any awards (including, without limitation, stock options and restricted stock) held by the Executive shall fully vest and become immediately exercisable, stock option or other equity awards in the Company he had been granted which he then continues to holdas applicable, and subject to the extent then unvested (it being expressly understood terms of such awards; and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, or the Executive's estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company's plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If Executive the Employee dies during the Term, the obligations of the Company to or with respect to Executive the Employee shall terminate in their entirety except as otherwise provided under this Section 4.14. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive Employee by virtue of ill health or other physical or mental disability is unable to perform substantially and continuously any material portion of the duties assigned to him for at least 120 consecutive or non-consecutive ninety (90) days out of in the aggregate during any consecutive twelve (12-) month period), or for any sixty (60) consecutive days, the Company shall have the right, to the extent permitted by law, right to terminate the employment of Executive the Employee upon notice in writing to Executivethe Employee; provided that (i) after receipt of notice from the Company, the Employee shall have the right within ten (10) days after such notice to dispute the Company's ability to terminate him under this Section 4, (ii) within ten (10) days after exercising such right he shall submit to a physical examination by the Chief of Medicine of any major hospital in the metropolitan Columbus, Ohio area, and (iii) unless such physician shall issue his written statement to the effect that in his opinion, based on his diagnosis, the Employee is capable of resuming his employment and devoting his full time and energy to discharging his duties within ten (10) days after the date of such statement the Company will shall have no the right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such terminationEmployee under this Section 4 without further dispute. Upon death or other termination of employment by virtue of disability in accordance with under this Section 4.14, Executive the Employee (or Executive’s the Employee's estate or beneficiaries in the case of the death of Executivethe Employee) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Salary, Annual Bonus and other benefits earned and accrued under this Agreement, and reimbursement under this Agreement for expenses incurred, prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) these purposes, if such termination occurs during a cash payment equal to the prorated portion of fiscal year, the Annual Bonus for such fiscal year shall be prorated based upon the number of days in such fiscal year which elapsed before such termination and shall be paid at the “target” level time provided for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminatesSection 3.4); (iii) elimination of any exclusively time-based vesting conditions on any restricted stockthereafter, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further liability to the Employee. No provision of this Agreement shall limit any of the Employee's (or his beneficiaries') rights to under any insurance, pension or other compensation benefit programs of the Company for which the Employee shall be eligible at the time of such death or benefits hereunder on or after the termination of employment, or any other rights hereunderdisability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of the Executive’s death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.15. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that , and the obligations of the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable or with respect to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the shall terminate in their entirety upon such date Executive receives notice of such terminationexcept as otherwise provided under this Section 5. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to the Executive’s death or disability, the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) any Annual Salary and other benefits actually earned and accrued under this Agreement prior to the date of termination; (ii) any amount earned and accrued, but not yet paid, prior to the date of termination under any bonus, equity or long term incentive plan of the Company then in effect (inclusive of full and nonforfeitable vesting of any and all equity, performance-based, or long-term incentive awards, including but not limited to the restricted stock units awarded to the Executive by the Company on February 20, 2008), and (iii) reimbursement under this Agreement for expenses incurred prior to the date of termination); . For purposes of clauses (i) and (ii) a cash payment equal to above, the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to holdparties understand and agree that, to the extent then unvested (it being expressly understood and agreed any approved performance bonus plan, program or arrangement in which Executive is a participant specifies a performance period or performance goals that any performance-based vesting conditions (whether have not yet been completed or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their termsachieved, except as the case may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event be, as of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; , no bonus, whether pro rata or otherwise, shall not be deemed to be earned and (v) accrued by Executive (orunder such performance bonus plan, in program or arrangement. Upon any termination under this Section 5, the case Executive shall be deemed to have resigned from all positions he then holds with the Company and any of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderits subsidiaries.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Employer for which the Executive is eligible, or, if nonein the event that there is no such plan, if the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time as Bonuses are ordinarily paid; (ii) a cash payment equal in the case of termination due to disability, the Executive shall be entitled to receive his Annual Salary paid over twelve (12) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminatesExecutive during such twelve (12) month period; (iii) elimination of any exclusively time-based vesting conditions on any restricted stockthe Executive (or, stock option or other equity awards in the Company he had been granted case of his death, his spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive for which he then continues received reimbursement for pursuant to hold, Section 3.4 herein for a period of twelve (12) months following such termination and Company shall continue to pay for the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect foregoing in accordance with their terms, except Section 3.4 herein as may otherwise be provided to the contrary in the applicable award agreements)if no such termination had occurred; and (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the Employment Term, the Employment Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.17.1. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements Disabled (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodas defined below), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided . For purposes of this Agreement, the Executive will only be considered “Disabled” if the Executive is unable by reason of accident or illness (including mental illness) to perform essential job functions of his position for more than 180 consecutive days with reasonable accommodation that the Company does not cause undue hardship. “Disability” will have no right to terminate Executive’s employment if, in the reasonable opinion of be determined by a qualified physician reasonably acceptable to the Company, it Company and Executive or his legal representatives. If the Executive is substantially certain that Executive will be able terminated due to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination by reason of employment by virtue of disability in accordance with this Section 4.1becoming Disabled, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive (A) any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination of employment, (and B) reimbursement under this Agreement for expenses incurred prior to the termination of employment; (C) payment for any earned but unused vacation days, (D) any other amounts to which Executive is legally entitled to as of the date of terminationhis termination (the amounts in clauses (A) through and including (D) being the “Accrued Amounts”); , and (E) any outstanding options held by Executive to the extent vested as of the date of such termination may be exercised by Executive or Executive’s estate for a period of one year following termination of employment in accordance with this Section 7.1, and (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. Any payments made pursuant to this Section 7.1 shall be made within thirty (30) days of the termination of the Executive’s employment with the Company.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive services arrangement hereunder upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days . Upon termination of the date Executive receives notice of such termination. Upon services arrangement hereunder due to death or other termination of employment by virtue of disability in accordance with this Section 4.1disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Guaranteed Payment and other benefits (including any allocations for a fiscal year completed before termination of this Agreement and the services arrangement hereunder but not yet paid (the “Prior Year Allocations”)) earned and accrued under this Agreement prior to the date of termination, as well as any allocations (the “Partial Year Allocations”) under Sections 3.2 and 3.3 of this Agreement for any portion of a fiscal year completed before termination and earned and accrued but not yet paid under this Agreement prior to the termination of the services arrangement hereunder (and reimbursement under this Agreement for expenses actually incurred prior to the date termination of terminationthis Agreement and the services arrangement hereunder); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a cash single-sum payment equal to the prorated portion Guaranteed Payments that would have been paid to him for the remainder of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year year in which Executive’s employment hereunder terminatesthe termination occurs; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option the Executive (or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, estate or beneficiaries in the case of his deaththe death of the Executive) shall receive a single-sum payment equal to the sum of (x) the Initial Annual Allocation and (y) the Supplemental Annual Allocation earned by the Executive, his if any, in the fiscal year preceding the date of termination (which amount shall be annualized to the extent the termination occurs prior to the completion of a full fiscal year) multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365 and (iv) the Executive (or the Executive’s estate and beneficiariesor beneficiaries in the case of the death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). Unless the payment is required to be delayed pursuant to Section 7.14(b) below, the cash amounts payable pursuant to clauses (i), (ii) and (iii) above shall be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) within 60 days following the date of his termination of the services arrangement hereunder on account of death or disability. Other than the Partial Year Allocations and Prior Year Allocations, all payments under this Section 4 shall be considered a guaranteed payment from the Company.

Termination Upon Death or Disability. If Executive dies during the TermEmployment Period, the Executive’s employment with the Company shall be deemed terminated as of the date of death, and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.1. 7B. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements Disabled (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodas defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon 30 days prior written notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue due to the death or Disability of disability in accordance with this Section 4.1Executive, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right be entitled to receive any compensation or benefit hereunder on the Required Payments; and after Executive shall also be entitled to the effective date of the termination of employment other than following: (i) Annual Salary and other benefits earned and accrued any unpaid annual target bonus under this Agreement Section 3B for the year immediately prior to the date year of such termination (and reimbursement under this Agreement for expenses incurred in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the date time of such termination) and a pro-rated share of Executive’s annual target bonus under Section 3B for the year of such termination (in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the time of such termination), which bonus amounts shall be paid at the earlier of (A) such time as the Company regularly pays bonuses, or (B) no later than 2 1 ⁄ 2 months following the calendar year in which the termination occurs; and (ii) continuation of his Annual Salary following such termination for a cash payment equal to period of one year, which shall be payable in accordance with the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which ExecutiveCompany’s employment hereunder terminatesstandard pay schedules; and (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of termination due to Disability, the Company shall reimburse Executive’s COBRA payments for Executive’s health insurance benefits for a period of one year. For the purposes of this Agreement, “Disability” shall mean a physical or mental impairment which, the Board of Directors determines, after consideration and implementation of reasonable accommodations, precludes the Executive from performing his death, his estate and beneficiariesessential job functions for a period longer than three consecutive months or a total of one hundred twenty (120) shall have no further rights to days in any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereundertwelve month period.

Termination Upon Death or Disability. If Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14.2. If Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Company for which Executive is eligible, or, if nonein the event that there is no such plan, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the material duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that . If Executive is given such notice of termination for disability, the Company will have no right to Term shall terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days as of the date Executive receives notice of such terminationnotice, and the obligations of the Company to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.2. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, Executive (or Executive’s 's estate or beneficiaries in the case of the death of Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his Executive's death, his Executive's estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Company.

Termination Upon Death or Disability. If the Executive dies during the Term, this Agreement shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment without duplication of any amounts due under clause (i), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the prorated portion annual bonus that, in the absence of the Annual Bonus at the “target” level such termination, would have been payable for the Contract Year or partial Contract Year fiscal year in which Executive’s employment hereunder terminatestermination occurs, payable at such time as would have applied in the absence of such termination, with such amount to be multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any awards (including, without limitation, stock options, LTIP units and restricted stock, stock option ) held by or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood Executive shall fully vest and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their termsbecome immediately exercisable, except as may otherwise be provided applicable, and subject to the contrary in the applicable award agreements)terms of such awards; and (iv) in the event of Executive (or the Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) subject to Section 5.2(c), for a cash payment equal to period of three years after termination of employment, the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; Executive (iii) elimination of any exclusively time-based vesting conditions on any restricted stockif applicable), stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate spouse (or life partner) and beneficiarieshis dependents, shall receive such continuing coverage under the group health plans they would have received under this Agreement (but at such costs no higher than as in effect immediately preceding such termination) as would have applied in the absence of such termination; (iii) without duplication of any amounts due under clause (i), the Executive shall receive an amount equal to the annual bonus that, in the absence of such termination, would have no further rights been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of such termination, with such amount to any other compensation or benefits hereunder on or after be multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of employment, or any other rights hereunder.which is 365; (iv) all outstanding unvested equity-based awards (including stock options and restricted

Termination Upon Death or Disability. If Executive dies during the Employment Term, Executive’s employment shall terminate as of the date of Executive’s death. If Executive is Disabled, the Company shall have the right to terminate this Agreement upon thirty (30) days notice in writing to Executive. If Executive’s employment is terminated because of death or Disability, then (i) the Company’s obligations under this Agreement shall immediately cease, and (ii) Executive or, in the case of the death of Executive, Executive’s estate, heirs, next of kin, distributes, executors or administrators (the “Executor’s Estate”) shall be entitled to receive payment of the aggregate amount of (A) Executive’s Base Salary then earned but unpaid, (B) incentive compensation earned but unpaid, (C) vested benefits under any employee benefit plan applicable to Executive, (D) any other benefits earned and accrued prior to the date of termination, and (E) reimbursement for approved expenses incurred prior to the date of termination. Such aggregate payment shall be made thirty (30) days after the occurrence of Executive’s death or Disability. No provision of this Agreement shall limit any of Executive’s rights under any insurance, pension or other benefit programs of the Company to or with respect to for which Executive shall terminate in their entirety except as otherwise provided under be eligible at the time of such death or Disability. For this Section 4.1. If purpose, “Disabled” or “Disability” shall mean that Executive becomes eligible for meets the definition of disability benefits under the Company’s then current long-term disability plans and arrangements (policy or, if noneno such policy is in force, if that Executive by virtue of ill health a physical or other mental disability is unable to perform substantially and continuously the duties assigned to him essential functions of his usual duties, even with reasonable accommodation, for at least 120 a period in excess of one hundred eighty (180) consecutive or non-consecutive days out of during any consecutive twelve (12-) month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations Term shall terminate as of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1date of death. If there is a good faith determination by the Board that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements (or, if none, if has disabled the Executive by virtue for a cumulative period of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180 days out of within any consecutive 12-month periodperiod (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided . Upon Executive’s death or in the event that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable is terminated due to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1his Disability, Executive (or Executive’s his estate or beneficiaries in his beneficiaries, as the case of the death of Executive) may be, shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than be entitled to: (i) all accrued but unpaid Annual Salary and other benefits earned and accrued under this Agreement prior to or Annual Bonus through the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a cash payment termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) an amount equal to the target Annual Bonus, prorated portion to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Annual Bonus at Company, but in no event later than March 15 of the “target” level fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement), (v) for a period of 24 months after termination of employment, such continuing medical benefits for the Contract Year or partial Contract Year in which Executive and/or the Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits eligible family members under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (if and as at such costs to the Executive) in effect from time the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to timesuch termination and that may have affected such benefits), (vi) all outstanding equity (or equity-based) incentives and awards granted upon the completion of the Company’s IPO and the Formation Transactions held by the Executive shall thereupon vest and become free of restrictions and shall be exercisable in accordance with their terms and (vii) a prorated portion (based on the number of days of employment during the one a fiscal year following until the date of termination; and the Executive’s death or Disability, as applicable, over 365) of any other unvested outstanding equity (vor equity-based) awards held by the Executive (or, that would have vested in the case fiscal year in which such termination occurs shall thereupon vest and become free of his deathrestrictions and any remaining portion of such awards will be forfeited. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, his estate and beneficiaries) except as set forth in this Section 4, the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderbenefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the ------------------------------------ Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (or, if none, if plan of the Company for which the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period)eligible, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) any Annual Salary and other benefits earned and accrued under this Agreement but unpaid prior to the termination of the Executive's employment, (ii) a pro-rata payment of the Executive's target annual bonus through the date of the termination of the Executive's employment due to death or disability, (iii) payment in respect of accrued but unused vacation time prior to the termination of the Executive's employment and (iv) reimbursement under this Agreement for expenses properly incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion termination of the Annual Bonus Executive's employment. In addition, upon a termination due to death or disability, the Executive shall receive (i) payment, at the “target” level for time awards under the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination MRP are otherwise paid, of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in 100% of the Company he had been granted which he then continues to holdMRP award, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such terminationpreviously paid, and (Bii) continuation to Executive’s spouse and dependents of fully payment, at the time the next installment award would otherwise have been paid health insurance benefits under the Company’s health plans and programs applicable to senior executives DRP, of the Company generally (next installment award under the DRP, which will be determined with individual performance targets treated as if they were fully achieved and as based on corporate performance targets actually achieved in effect from time to time) during the one year following the date respect of termination; and (v) that award. The Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderhereunder except as required by law.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Employer for which the Executive is eligible, or, if nonein the event that there is no such plan, if the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time as Bonuses are ordinarily paid; (ii) a cash payment equal in the case of termination due to disability, the Executive shall be entitled to receive his Annual Salary for six (6) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminatesExecutive during such six (6) month period; (iii) elimination of any exclusively time-based vesting conditions on any restricted stockthe Executive (or, stock option or other equity awards in the Company he had been granted case of his death, his spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive for which he then continues received reimbursement for pursuant to hold, Section 3.4 herein for a period of six (6) months following such termination and Company shall continue to pay for the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect foregoing in accordance with their terms, except Section 3.4 herein as may otherwise be provided to the contrary in the applicable award agreements)if no such termination had occurred; and (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations Term shall terminate as of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1date of death. If there is a good faith determination by the Board that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements (or, if none, if has disabled the Executive by virtue for a cumulative period of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180 days out of within any consecutive 12-month periodperiod (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or Disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date receive, in a lump sum payment (subject to Section 7.16 of the this Agreement) within 30 days following Executive’s termination of employment other than employment: (ix) Annual Salary Salary, Annual Bonus and other benefits earned and accrued under this Agreement but not yet paid prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination)) (the “Accrued Benefits”) and (y) a pro rata (based on the number of days employed in the fiscal year of termination) target Annual Bonus for the fiscal year in which his termination occurs; (ii) for a cash payment equal to the prorated portion period of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination 24 months after termination of any exclusively time-based vesting conditions on any restricted stockemployment, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance continuing medical benefits under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive and/or the Executive’s eligible beneficiaries would have received under this Agreement (and at such costs to the Executive or the Executive’s estate, as applicable) in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits) (or, if and as such continuation of subsidized coverage would violate Section 105(h) of the Code, the Company will make monthly payments to the Executive in effect from time an amount so that after payment of taxes on the payments, the Executive retains an amount equal to time) during the one year following monthly premium he is required to pay to continue the date of terminationcoverage); and (viii) all outstanding equity (or equity-based) incentives and awards held by Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms and shall not expire prior to any other compensation or benefits hereunder on or after the termination first anniversary of employment, or any other rights hereunderthe date of termination.

Termination Upon Death or Disability. If Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Company for which Executive is eligible, or, if nonein the event that there is no such plan, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) Executive (or Executive’s 's estate or beneficiaries in the case of the death of Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which in no event shall be less than a similar pro-rata portion of Executive's bonus for the preceding year) to be paid at such time as Bonuses are ordinarily paid; (ii) a cash payment equal in the case of termination due to the prorated portion of the disability, Executive shall be entitled to receive his or her Annual Bonus at the “target” level Salary for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; lesser of twelve (iii12) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after following such termination, and (B) continuation or the period until long term disability insurance benefits commence under disability coverage furnished by the Company to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (viii) Executive (or, in the case of his Executive's death, his Executive's estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Company.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment the Executive shall be entitled to receive an amount equal to his Annual Salary for the prorated portion remainder of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year year in which Executive’s employment hereunder terminatessuch termination occurs; (iii) elimination without duplication of any exclusively time-based vesting conditions on any restricted stockamounts due under clauses (i) and (ii), stock option the Executive (or other equity awards the Executive’s estate or beneficiaries in the Company he had been granted which he then continues to hold, case of the death of the Executive) shall receive an amount equal to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not annual bonus that, in tandem the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of such termination, with such time-based vesting conditionsamount to be multiplied by a fraction (x) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary numerator of which is the number of days in the applicable award agreements)fiscal year preceding the termination and (y) the denominator of which is 365; (iv) in all outstanding unvested equity-based awards pursuant to the event of Executive’s deathPlan held by the Executive shall fully vest and become immediately exercisable, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such terminationas applicable, and (B) continuation subject to Executive’s spouse and dependents the terms of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of terminationsuch awards; and (v) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations Term shall terminate as of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1date of death. If there is a good faith determination by the Board that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements (or, if none, if has disabled the Executive by virtue for a cumulative period of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180 days out of within any consecutive 12-month periodperiod (a "Disability"), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided . Upon Executive’s death or in the event that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable is terminated due to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1his Disability, Executive (or Executive’s his estate or beneficiaries in his beneficiaries, as the case of the death of Executive) may be, shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than be entitled to: (i) all accrued but unpaid Annual Salary and other benefits earned and accrued under this Agreement prior to or Annual Bonus through the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); Executive’s employment, (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year any unpaid or partial Contract Year unreimbursed expenses incurred in which Executive’s employment hereunder terminates; accordance with hereof, (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be benefits provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the "Accrued Obligations"), (iv) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement), (v) for a period of 24 months after termination of employment, such continuing medical benefits for the Executive and/or the Executive's eligible family members under the Company's health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (if and as at such costs to the Executive) in effect from time the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to timesuch termination and that may have affected such benefits), (vi) all outstanding equity (or equity-based) incentives and awards granted upon the completion of the Company's IPO and the Formation Transactions held by the Executive shall thereupon vest and become free of restrictions and shall be exercisable in accordance with their terms and (vii) a prorated portion (based on the number of days of employment during the one a fiscal year following until the date of termination; and the Executive's death or Disability, as applicable, over 365) of any other unvested outstanding equity (vor equity-based) awards held by the Executive (or, that would have vested in the case fiscal year in which such termination occurs shall thereupon vest and become free of his deathrestrictions and any remaining portion of such awards will be forfeited. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, his estate and beneficiaries) except as set forth in this Section 4, the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderbenefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the ------------------------------------ Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (or, if none, if plan of the Company or its affiliates for which the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period)eligible, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) any Annual Salary and other benefits earned and accrued under this Agreement but unpaid prior to the termination of the Executive's employment, (ii) a pro-rata payment of the Executive's target annual bonus through the date of the termination of the Executive's employment due to death or disability, (iii) payment in respect of accrued but unused vacation time prior to the termination of the Executive's employment and (iv) reimbursement under this Agreement for expenses properly incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion termination of the Annual Bonus Executive's employment. In addition, upon a termination due to death or disability, the Executive shall receive (i) payment, at the “target” level for time awards under the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination MRP are otherwise paid, of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in 100% of the Company he had been granted which he then continues to holdMRP award, to the extent then unvested not previously paid, and (it being expressly understood ii) payment, at the time the next installment award would otherwise have been paid under the DRP, of the next installment award under the DRP, which will be determined with individual performance targets treated as if they were fully achieved and agreed based on corporate performance targets actually achieved in respect of that any performance-based vesting conditions award. The Executive shall also continue to receive payments in respect of those options that were not vested as of immediately prior to the Effective Time but which have an exercise price that is less than the Per Share Amount (whether or not as defined in tandem with the Merger Agreement), at the time such time-based vesting conditions) will continue in effect payments would otherwise have been made in accordance with their terms, except as may otherwise be provided to the contrary vesting schedule set forth in the applicable award such option agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) . The Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderhereunder except as required by law.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s 's long-term disability plans and arrangements (or, if nonenone apply, if Executive by virtue of ill health would have been so eligible under the most recent plan or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodarrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate the Executive’s 's employment if, in the reasonable opinion of a qualified physician reasonably acceptable to the Company, it is substantially reasonably certain that the Executive will be able to resume the Executive’s 's duties on a regular full-time basis within 30 days of the date the Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits (but excluding any bonuses except as provided in the Bonus Plan) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option this Agreement shall otherwise terminate upon such death or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood termination of employment and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise there shall be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights with respect to any other compensation or benefits the Executive hereunder on or after the termination of employment, or any other rights hereunder(except as provided in Section 7.14).

Termination Upon Death or Disability. If Executive dies during the TermEmployment Period, the Executive’s employment with the Company shall be deemed terminated as of the date of death, and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.1. 7B. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements Disabled (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodas defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon 30 days prior written notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue due to the death or Disability of disability in accordance with this Section 4.1Executive, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right be entitled to receive any compensation or benefit hereunder on the Required Payments; and after Executive shall also be entitled to the effective date of the termination of employment other than following: (i) Annual Salary and other benefits earned and accrued under this Agreement prior Executive’s annual bonus for the year of termination in accordance with Section 3B above (pro rated up to the date termination date), which bonus shall be paid at the earlier of (A) such time as the Company regularly pays bonuses, or (B) 2 ½ months following the calendar year in which the termination (occurs; and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) continuation of his Annual Salary following such termination for a cash payment equal to period of one year, which shall be payable in accordance with the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which ExecutiveCompany’s employment hereunder terminatesstandard pay schedules; and (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his deathtermination due to Disability, his estate and beneficiariesthe Company shall reimburse Executive’s COBRA payments for Executive’s health insurance benefits for a period of one year. Notwithstanding the foregoing, the aggregate amount of continuation payments under (ii) above made during the first six months following Executive’s termination of employment shall have no further rights to any other compensation or benefits hereunder not exceed the applicable dollar limit provided under Treasury Regulations Section 1.409A-1(b)(9)(iii)(A). The amount, if any, that exceeds the applicable dollar limit shall be paid on or after the first day of the seventh month following Executive’s termination of employment. For the purposes of this Agreement, “Disability” shall mean a physical or mental impairment which, the Board of Directors determines, after consideration and implementation of reasonable accommodations, precludes the Executive from performing his essential job functions for a period longer than three consecutive months or a total of one hundred twenty (120) days in any other rights hereundertwelve month period.

Termination Upon Death or Disability. If Executive dies during the TermEmployment Period, the Executive’s employment with the Company shall be deemed terminated as of the date of death, and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.1. 7.B. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements Disabled (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodas defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon 30 days prior written notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue due to the death or Disability of disability in accordance with this Section 4.1Executive, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and (i) the Required Payments within 10 days after the effective date of the Executive’s termination of employment other than with the Company and (iii) Annual Salary and other benefits earned and accrued the following: (A) any unpaid annual target bonus described under this Agreement Section 3.B. hereof for the year immediately prior to the date year of such termination (in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, for such prior year) and reimbursement a pro-rated share of Executive’s annual target bonus described under this Agreement Section 3.B. hereof for expenses incurred the year of such termination (in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the time of such termination but with such bonus percentage being deemed to be fully accrued if the Company is at least on target to attain the appropriate financial targets for such year), which bonus amounts shall be paid on the earlier of (1) such date of termination); as the Company regularly pays bonuses or (ii2) a cash payment equal to the prorated portion March 15th of the Annual Bonus at calendar year immediately following the “target” level for the Contract Year or partial Contract Year calendar year in which Executive’s employment hereunder terminatesthe termination occurs; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of termination due to Disability, the Company shall reimburse on a monthly basis either the Executive’s COBRA payments for Executive’s (and/or his deathspouse’s and dependents’) health insurance benefits or the amount that Executive was paying and getting reimbursed for health care coverage as outlined in Section 6.A. For the purposes of this Agreement, “Disability”shall mean a physical or mental impairment which, the Board of Directors reasonably determines, after consideration and implementation of reasonable accommodations, precludes the Executive from performing his estate essential job functions for a period longer than one hundred and beneficiariestwenty (120) shall have no further rights to days or a total of one hundred and eighty (180) days in any other compensation or benefits hereunder on or after twelve-month period, provided, however, in the termination of employmentevent that the Company temporarily replaces the Executive, or any other rights hereundertransfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible permanently disabled for disability benefits under purposes of the Company’s long-term disability plans plan of the Employer for which the Executive is eligible and arrangements (Executive is no longer able to work, or, if nonein the event that there is no such plan, if the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him him, with or without reasonable accommodation, for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time as Bonuses are ordinarily paid; (ii) a cash payment equal in the case of termination due to disability, the Executive shall be entitled to receive his Annual Salary for twelve (12) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminatesExecutive during such twelve (12) month period; (iii) elimination of any exclusively time-based vesting conditions on any restricted stockthe Executive (or, stock option or other equity awards in the case of his death, his spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive pursuant to Section 3.4 herein for a period of twelve (12) months following such termination and Company he had been granted which he then continues shall continue to hold, to pay for the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect foregoing in accordance with their terms, except Section 3.4 herein as may otherwise be provided to the contrary in the applicable award agreements)if no such termination had occurred; and (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month periodperiod in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive (the foregoing circumstance being referred to below as a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or Disability during the Term, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Salary, bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) a cash payment equal to (I) the prorated portion target bonus for the year of termination (or the prior year if a target bonus had not been set for such year as of the Annual Bonus at date of the “target” level for termination) multiplied by (II) a fraction (x) the Contract Year or partial Contract Year numerator of which is the number of days in the year up to the termination and (y) the denominator of which Executive’s employment hereunder terminates; is 365, and (iiiB) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect subject to the terms thereof) on any restricted stock, LTIP Units in DCT Industrial Operating Partnership LP (“LTIP Units”), stock option or options and other equity awards in the Company he had been granted which he then continues to holdawards; provided that, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s deathtermination of employment due to Disability, the Executive will only be entitled to receive the payment and accelerated vesting set forth in this clause (Aii) if the Executive resigns as a cash payment equal member of the Board and executes and delivers to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation the Company a general release in a form reasonably acceptable to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans , which does not require the release of any payment rights under this Section 4 or under Section 3.7, within twenty-one (21) days following such termination and programs such release becomes irrevocable at the earliest possible time under applicable to senior executives of the Company generally (if law following such execution and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.delivery,

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates, payable within the 70 day period commencing on the date of Executive’s separation from service; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (iitermination);(ii) a cash payment the Executive shall be entitled to receive an amount equal to his Annual Salary for the prorated portion remainder of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year year in which Executive’s employment hereunder terminatestermination occurs; (iii) elimination without duplication of any exclusively time-based vesting conditions on any restricted stockamounts due under clauses (i) and (ii), stock option the Executive (or other equity awards the Executive’s estate or beneficiaries in the Company he had been granted which he then continues to hold, case of the death of the Executive) shall receive an amount equal to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not annual bonus that, in tandem the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of such termination, with such time-based vesting conditionsamount to be multiplied by a fraction (x) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary numerator of which is the number of days in the applicable award agreements)fiscal year preceding the termination and (y) the denominator of which is 365; (iv) in all outstanding unvested equity-based awards pursuant to the event of Executive’s deathPlan held by the Executive shall fully vest and become immediately exercisable, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such terminationas applicable, and (B) continuation subject to Executive’s spouse and dependents the terms of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of terminationsuch awards; and (v) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive This Agreement shall terminate in their entirety except ------------------------------------ automatically upon Executive's death. In the event of termination of Executive's employment as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue a result of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period)death, the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual continue to pay to Executive's estate, on a monthly basis, his Base Salary for a period of six (6) months from the date of death and (ii) any other benefits earned and amounts earned, accrued or owing to Executive under this Agreement prior to through the date of termination (death but not yet paid. Furthermore, all stock options vested at the time of death shall remain exercisable for the remainder of the terms relating to such stock options. This Agreement shall terminate at the option of the Company if Executive shall suffer "disability." For purpose hereof, "disability" shall be defined to mean Executive's inability, due to physical or mental incapacity, to substantially perform his duties and reimbursement responsibilities under this Agreement for expenses incurred prior to a period of sixty (60) days from the date of termination); such disability as determined by an approved medical doctor selected by the mutual agreement of the parties hereto. In the event that the parties hereto cannot agree on an approved medical doctor, each party shall select a medical doctor and the two doctors shall select a third medical doctor who shall serve as the approved medical doctor hereunder. The Company shall notify Executive in writing of its decision to terminate this Agreement due to Executive's disability. In the event of termination of Executive's employment as a result of "disability," the Company shall (i) pay to Executive, on a monthly basis, for a period of six (6) months from the date of disability, an amount equal to his monthly Base Salary minus any monthly payment received by Executive from any Company purchased disability policy and (ii) continue Executive's participation in Company benefit plans in which he participated immediately prior to such termination for a cash payment period equal to the prorated portion lessor of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two twelve (12) months of Executive’s Annual Salary payable no later than 10 days after such termination, and or (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives remainder of the Company generally (if and as in effect from time to time) during term of this Agreement. Furthermore, upon any such termination by reason of "disability," all vested stock options shall remain exercisable for the one year following the date remainder of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereundertheir respective terms.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety entirety, except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if nonenone apply, if Executive by virtue of ill health would have been so eligible under the most recent plan or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodarrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive solely as a result of such disability upon notice in writing to Executivethe Executive and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided that that, the Company will have no right to terminate the Executive’s employment if, in the reasonable opinion of a qualified physician reasonably acceptable to the Company, it is substantially certain reasonable to assume that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 30 90 days of the date the Executive receives notice of such termination. Upon death of the Executive or other upon termination of the Executive’s employment by virtue of his qualification for long-term disability in accordance with this Section 4.1, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder benefits under this Agreement on and after the effective date Effective Date of the termination of employment Termination (as defined below in this Section 4), other than (i) the Annual Salary and other benefits earned and accrued unpaid under this Agreement prior to the date Effective Date of termination (and reimbursement under this Agreement for expenses incurred prior the Termination, a pro-rata bonus with respect to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year calendar year in which Executive’s employment hereunder terminates; (iii) elimination the Effective Date of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, Termination occurred to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided performance goals related to the contrary in bonus have been achieved (to be paid at the applicable award agreementssame time bonuses are normally paid for the year); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.,

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations Term shall terminate as of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1date of death. If there is a good faith determination by the Board that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements (or, if none, if has disabled the Executive by virtue for a cumulative period of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180 days out of within any consecutive 12-month periodperiod (a "Disability"), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided . Upon Executive’s death or in the event that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable is terminated due to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1his Disability, Executive (or Executive’s his estate or beneficiaries in his beneficiaries, as the case of the death of Executive) may be, shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than be entitled to: (i) all accrued but unpaid Annual Salary and other benefits earned and accrued under this Agreement prior to or Annual Bonus through the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); Executive’s employment, (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year any unpaid or partial Contract Year unreimbursed expenses incurred in which Executive’s employment hereunder terminates; accordance with Section 3.5 hereof, (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be benefits provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the "Accrued Obligations"), (iv) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement), (v) for a period of 24 months after termination of employment, such continuing medical benefits for the Executive and/or the Executive's eligible family members under the Company's health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (if and as at such costs to the Executive) in effect from time the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to timesuch termination and that may have affected such benefits), (vi) all outstanding equity (or equity-based) incentives and awards granted upon the completion of the Company's IPO and the Formation Transactions held by the Executive shall thereupon vest and become free of restrictions and shall be exercisable in accordance with their terms and (vii) a prorated portion (based on the number of days of employment during the one a fiscal year following until the date of termination; and the Executive's death or Disability, as applicable, over 365) of any other unvested outstanding equity (vor equity-based) awards held by the Executive (or, that would have vested in the case fiscal year in which such termination occurs shall thereupon vest and become free of his deathrestrictions and any remaining portion of such awards will be forfeited. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, his estate and beneficiaries) except as set forth in this Section 4, the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderbenefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month periodperiod in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive (the foregoing circumstance being referred to below as a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive (A) any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Salary, bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (iiB) a cash payment equal to (I) the prorated portion of the Annual Bonus at the “target” level target bonus for the Contract Year or partial Contract Year year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which Executive’s employment hereunder terminates; is 365, and (iiiC) elimination of any exclusively time-based vesting conditions (but not performance conditions (which do not relate specifically to the performance of the Executive himself), which shall remain in effect) on any restricted stock, stock option or options and other equity awards in the Company he had been granted which he then continues to holdawards, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditionsii) will continue in effect Section 3.8 shall apply in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, its terms and (Biii) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit benefits hereunder on and after the effective date of the termination of employment other than (ia) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (iib) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates, payable within the 70-day period commencing on the date of Executive’s separation from service; (iiic) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (ivd) in the event of Executive’s death, (Ai) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (Bii) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (ve) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him her for at least 120 one hundred twenty (120) consecutive or non-consecutive days out of any consecutive twelve (12-) month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 thirty (30) days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit benefits hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates, payable within the seventy (70) day period commencing on the date of Executive’s separation from service; provided, however, if the Compensation Committee has not set a “target” level Annual Bonus for the Contract Year in which Executive’s employment hereunder terminates then the cash payment will be calculated using the “target” level Annual Bonus for the calendar year immediately preceding the calendar year in which the date of termination occurs; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he she had been granted which he she then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two (2) months of Executive’s Annual Salary payable no later than 10 ten (10) days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one (1) year following the date of termination; and (v) Executive (or, in the case of his her death, his her estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability Employee is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive days or 270 non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive the Employee upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such terminationEmployee. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, Executive (i) the Employee (or Executivethe Employee’s estate or beneficiaries in the case of the death of Executivethe Employee) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Base Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Employee (or the Employee’s estate or beneficiaries in the case of the death of the Employee) shall be entitled to receive a cash single-sum payment equal to his Base Salary; (iii) without duplication of any amounts due under clauses (i) and (ii), the Employee (or the Employee’s estate or beneficiaries in the case of the death of the Employee) shall receive a single-sum payment equal to the prorated portion value of the Annual Bonus at highest bonus earned by the “target” level Employee in the one-year period preceding the date of termination, multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iv) health insurance benefits shall continue for the Contract Year Employee (and/or his covered dependents, if applicable) for a period of six months; thereafter, Employee or partial Contract Year in which Executive’s employment hereunder terminateshis dependents shall be permitted to elect COBRA continuation coverage consistent with the applicable law; (iiiv) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any restricted stockawards held by the Employee shall fully vest and become immediately exercisable, stock option or other equity awards in the Company he had been granted which he then continues to holdas applicable, subject to the extent then unvested terms of such awards; (it being expressly understood and agreed that vi) the treatment of any performance-based vesting conditions (whether or not in tandem with such timelong-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise term incentives shall be provided to the contrary determined in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, reasonable and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives good faith discretion of the Company generally (if and as in effect from time to time) during Compensation Committee of the one year following the date of terminationBoard; and (vvii) Executive the Employee (or, or the Employee’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Employee) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). Unless the payment is required to be delayed pursuant to Section 5.13(b) below, the cash amounts payable pursuant to clauses (i), (ii) and (iii) above shall be paid to the Employee (or the Employee’s estate or beneficiaries in the case of the death of the Employee) within 60 days following the date of his termination of employment on account of death or disability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If there is a determination by the Company that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements has disabled the Executive for a cumulative period of one hundred eighty (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180) days out of any consecutive within a twelve (12-) month periodperiod (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or Disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date receive, in a lump sum payment (subject to Section 7.18 of the this Agreement) within thirty (30) days following Executive’s termination of employment other than employment, (iA) Annual Salary Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (iiB) a cash payment equal to (x) two times Annual Salary and (y) two times the prorated portion average of the Annual Bonus at Bonuses awarded to the “target” level Executive for the Contract Year or partial Contract Year last two years immediately preceding the year in which Executive’s employment hereunder terminatesis terminated, provided, however, that if no Annual Bonus is awarded to Executive for the year (or two years) preceding the year in which Executive’s employment is terminated, Executive will be entitled to a minimum bonus equal to 50% of the Executive’s Annual Salary (i.e., initially $375,000 x 2), and (C) the Executive’s car allowance for one (1) year; (iiiii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any restricted stock, stock option or other equity incentives and awards in held by the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood Executive shall thereupon vest and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect become free of restrictions and be exercisable in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (viii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If Executive dies during the ------------------------------------- Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Company for which Executive is eligible, or, if nonein the event that there is no such plan, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) Executive (or Executive’s 's estate or beneficiaries in the case of the death of Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Salary, PCF Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (ii) a cash payment equal in the case of termination due to the prorated portion disability, Executive shall be entitled to receive 60% of his Annual Salary (provided that Executive shall be entitled to any more favorable percentage accorded any other executive officer of the Annual Bonus at the “target” level Company) for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; lesser of twelve (iii12) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after following such termination, and (B) continuation or the period until long term disability insurance benefits commence under disability coverage furnished by the Company to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (viii) Executive (or, in the case of his Executive's death, his Executive's estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Company.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if nonenone apply, if Executive by virtue of ill health would have been so eligible under the most recent plan or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodarrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to Executivethe Executive and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided that provided, that, the Company will have no right to terminate the Executive’s employment if, in the reasonable opinion of a qualified physician reasonably acceptable to the Company, it is substantially reasonably certain that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 30 90 days of the date the Executive receives notice of such termination. Upon death of the Executive or other upon termination of the Executive’s employment by virtue of disability in accordance with this Section 4.1, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder under this Agreement on and after the effective date Effective Date of the termination of employment Termination (as defined below in this Section 4) other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date Effective Date of termination the Termination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the date Effective Date of termination); the Termination) and (ii) a cash payment equal this Agreement shall otherwise terminate upon the Effective Date of the Termination and there shall be no further rights with respect to the prorated portion Executive hereunder (except as provided in Section 9.13). For purposes of this Section 4, the “Effective Date of the Annual Bonus at Termination” shall mean the “target” level date of death or the date on which a notice of termination by virtue of disability is given by the Company or any later date set forth in such notice of termination. For the avoidance of doubt, the Executive acknowledges and agrees that the payments set forth in this Section 4 constitute liquidated damages for termination of his employment during the Contract Year Term upon his death or partial Contract Year by virtue of his disability, provided, however, that nothing in which Executive’s employment hereunder terminates; (iii) elimination this Section 4 shall be deemed to amend or modify the applicable terms of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in agreement executed between the Executive and the Company he had been with respect to stock options or restricted stock units granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits Executive under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderequity incentive plans.

Termination Upon Death or Disability. If Executive the Employee dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to Executive the Employee shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive Employee by virtue of ill health or other disability is unable (including with reasonable accommodation) to perform substantially and continuously the duties assigned to him her for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, right to the extent permitted by law, to terminate the employment of Executive the Employee upon ten (10) days’ notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such terminationEmployee. Upon death or other termination of employment by virtue of disability due to death or disability, in accordance with this Section 4.1addition to any insurance benefits that may be payable, Executive the Employee (or Executivethe Employee’s estate or beneficiaries in the case of the death of Executivethe Employee) shall have no right be entitled to become fully vested in Company’s 401K and deferred compensation plans, provided, in the case of disability, Employee meets the definition of disability under such plans, and shall receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) . In the event that Employee is terminated as a result of disability, the Employee shall receive continuing medical coverage or cash payment equal to in lieu of such coverage for the prorated portion remainder of the Annual Bonus at Term. Nothing herein shall prevent or limit the “target” level for the Contract Year Employee’s continuing or partial Contract Year future participation in which Executive’s employment hereunder terminates; (iii) elimination of or coverage under any exclusively time-based vesting conditions on any restricted stockdisability, stock option health, salary continuation or other equity awards in benefit plans or policies provided or maintained by the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans policy and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderlaw.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations Term shall terminate as of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1date of death. If there is a good faith determination by the Board that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements (or, if none, if has disabled the Executive by virtue for a cumulative period of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180 days out of within any consecutive 12-month periodperiod (a "Disability"), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1the Executive due to his death or Disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date receive, in a lump sum payment (subject to Section 8.16 of the this Agreement) within 30 days following Executive's termination of employment other than employment: (ix) any Annual Salary Salary, Annual Bonus and other benefits earned and accrued under this Agreement but not yet 24005515808-v5 - 3 - 80-40750027 paid prior to the date of termination termination, as well as any other amounts or benefits required by applicable law (and reimbursement under this Agreement for expenses incurred prior to the date of termination)) (the "Accrued Benefits") and (y) a pro rata (based on the number of days employed in the fiscal year of termination) target Annual Bonus for the fiscal year in which his termination of employment occurs; (ii) for a cash payment equal to the prorated portion period of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination 24 months after termination of any exclusively time-based vesting conditions on any restricted stockemployment, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance continuing medical benefits under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive and/or the Executive’s eligible beneficiaries would have received under this Agreement (and at such costs to the Executive or the Executive’s estate, as applicable) in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits) (or, if and as such continuation of subsidized coverage would violate Section 105(h) of the Code, the Company will make monthly payments to the Executive in effect from time an amount so that after payment of taxes on the payments, the Executive retains an amount equal to time) during the one year following monthly premium he is required to pay to continue the date of terminationcoverage); and (viii) all outstanding equity (or equity-based) incentives and awards held by Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms and shall not expire prior to any other compensation or benefits hereunder on or after the termination first anniversary of employment, or any other rights hereunderthe date of termination.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Employer for which the Executive is eligible, or, if nonein the event that there is no such plan, if the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time as Bonuses are ordinarily paid; (ii) a cash payment equal in the case of termination due to disability, the Executive shall be entitled to receive his Annual Salary for the lesser of six (6) months following such termination, or the period until long term disability insurance benefits commence under disability coverage furnished by the Employer to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; and (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if nonenone apply, if Executive by virtue of ill health would have been so eligible under the most recent plan or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodarrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to Executive; provided that the Company will have no right Executive and such termination in and of itself shall not be, nor shall it be deemed to terminate Executive’s employment ifbe, in the reasonable opinion a breach of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such terminationthis Agreement. Upon death of the Executive or other upon termination of the Executive’s employment by virtue of disability in accordance with this Section 4.1, the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder under this Agreement on and after the effective date Effective Date of the termination of employment Termination (as defined below in this Section 4) other than (i) the Annual Salary and other benefits earned and accrued under this Agreement prior to the date Effective Date of the Termination, a pro-rata bonus for the year of termination based on the target and portion of year completed, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the date of termination); (ii) a cash payment equal to the prorated portion Effective Date of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreementsTermination); (iv) in . In the event of Executive’s deathtermination by virtue of disability, (A) a in addition to the foregoing, the Executive will also be entitled to monthly cash payment payments equal to two months one twelfth (1/12th) of the Executive’s Annual Salary payable no later than 10 days after such termination, and in effect on the day of termination for a period of twelve (B12) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under months. This Agreement shall otherwise terminate upon the Company’s health plans and programs applicable to senior executives Effective Date of the Company generally Termination and there shall be no further rights with respect to the Executive hereunder (if and except as provided in effect from time to time) during Section 7.13). For purposes of this Section 4, the one year following “Effective Date of the Termination” shall mean the date of death or the date on which a notice of termination by virtue of disability is given by the Company or any later date set forth in such notice of termination; . For the avoidance of doubt, the Executive acknowledges and (v) Executive (or, agrees that the payments set forth in the case this Section 4 constitute liquidated damages for termination of his death, employment during the Term upon his estate and beneficiaries) shall have no further rights to any other compensation death or benefits hereunder on or after the termination by virtue of employment, or any other rights hereunderhis disability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-12 month period)period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive (A) any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (iiB) a cash payment equal to (I) the prorated portion of the Annual Bonus at the “target” level target bonus (if any) for the Contract Year or partial Contract Year year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which Executive’s employment hereunder terminates; is 365, and (iiiC) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock option or options and other equity awards in the Company he had been granted which he then continues to holdawards, to the extent then unvested if applicable, (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditionsii) will continue in effect Section 3.6 shall apply in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, its terms and (Biii) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s 's long-term disability plans and arrangements (or, if nonenone apply, if Executive by virtue of ill health would have been so eligible under the most recent plan or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodarrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate the Executive’s 's employment if, in the reasonable opinion of a qualified physician reasonably acceptable to the Company, it is substantially reasonably certain that the Executive will be able to resume the Executive’s 's duties on a regular full-time basis within 30 90 days of the date the Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits (but excluding any bonuses except as provided in the Bonus Plan or in clause (ii) below) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall be entitled to a cash payment equal to the prorated portion of the Executive's Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; Salary (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue as in effect in accordance with their terms, except as may otherwise be provided to on the contrary in the applicable award agreements); (iveffective date of such termination) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 30 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (viii) Executive (or, in the case this Agreement shall otherwise terminate upon such death or other termination of his death, his estate employment and beneficiaries) there shall have be no further rights with respect to any other compensation or benefits the Executive hereunder on or after the termination of employment, or any other rights hereunder(except as provided in Section 7.14).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If there is a determination by the Company that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements has disabled the Executive for a cumulative period of one hundred eighty (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180) days out of any consecutive within a twelve (12-) month periodperiod (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or Disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date receive, in a lump sum payment (subject to Section 7.17 of the this Agreement) within thirty (30) days following Executive’s termination of employment other than employment, (iA) Annual Salary Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , and (iiB) a cash payment (x) the Executive’s Annual Salary and (y) an amount equal to the prorated portion average of the Annual Bonus at Bonuses awarded to the “target” level Executive for the Contract Year or partial Contract Year last two years immediately preceding the year in which Executive’s employment hereunder terminatesis terminated, provided, however, that if no Annual Bonus is awarded to Executive for the year (or two years) preceding the year in which Executive’s employment is terminated, Executive will be entitled to a minimum bonus equal to 50% of the Executive’s Annual Salary (i.e., initially 125,000); (iiiii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any restricted stock, stock option or other equity incentives and awards in held by the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood Executive shall thereupon vest and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect become free of restrictions and be exercisable in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (viii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If Executive dies during In the Term, the obligations of event that your employment with the Company is terminated as a result of your death or permanent disability then (i) all options which have been vested shall continue to or be exercisable in accordance with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the terms of the Company’s long-term disability plans stock option plan and arrangements applicable legal requirements; (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period), ii) the Company shall have the rightpay to you, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s your estate or beneficiaries in the case your designated trust, as applicable, all payments of the death of Executive) shall have no right to receive any compensation or benefit hereunder Base Salary accrued but unpaid on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for termination, as well as all expenses incurred prior to the date of termination); (ii) a cash payment equal , shall be due and payable to within the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in required timeframe allowed by law and all further compensation by the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except you hereunder shall terminate as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (iii) you shall be entitled to continue medical and dental insurance coverage for yourself and your dependents, at your expense, at the same level of coverage as was provided to you under the Company’s Health Care Coverage by electing COBRA in accordance with applicable law. For purposes hereof, the term “permanent disability” shall mean your inability to perform your duties as they exist at the time disability commences on account of illness, accident or other physical or mental incapacity which shall continue for a consecutive period of ninety (90) days or an aggregate of one hundred twenty (120) days in any consecutive twelve-month period. Termination without Cause or resignation as a result of Constructive Termination. In the event that your employment with the Company is terminated by the Company without Cause or through your resignation as a result of Constructive Termination, then (i) all options which have been vested shall continue to be exercisable in accordance with the terms of the Company’s stock option plan and applicable legal requirements; (ii) all payments of Base Salary accrued but unpaid on the date of termination, as well as all expenses incurred to the date of termination, shall be due and payable to you immediately; (iii) unvested options will forfeit back to the Company on the date of termination, (iv) the Company shall pay to you a severance payment, in monthly installments, equal to your Base Salary for a period of three (3) months, but only if such termination occurs subsequent to your achieving a satisfactory performance review as given by the CEO and (v) Executive the Company shall be responsible for all costs relating to maintaining your Health Care Coverage for you and your dependents under COBRA during the severance period. You shall be entitled to continue medical and dental insurance coverage for yourself and your dependents for the remaining period, at your expense in accordance with applicable law. However, such Health Care Coverage shall terminate upon your obtaining alternative Health Care Coverage (or, after completing any waiting periods for such coverage to become effective.) Authorization to Work. Federal government regulations require that all prospective employees present documentation verifying their identity and demonstrating that they are authorized to work in the case of his deathUnited States. If you have any questions about this requirement, his estate which applies to U.S. citizens and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmentnon-U.S. citizens alike, or any other rights hereunderplease contact our Human Resources Department.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If If, during the Term, the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability (as defined for at least 120 purposes of the Company’s long-term disability plan then in effect or, if no such plan is in effect, by virtue of Executive’s ill health or other disability of Executive) for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to terminate the extent permitted by law, to terminate Term and the employment of the Executive upon notice in writing to the Executive; provided that . Upon termination of the Company will have no right to terminate Term and the Executive’s employment if, in the reasonable opinion of a qualified physician acceptable due to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1during the Term, the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive (A) any compensation or benefit hereunder on and after Base Salary earned through the effective date of termination, (B) any Performance Bonus determined by the termination Company to be earned and payable, but not yet paid in respect of employment any fiscal year completed before the date of termination, (C) all other than (i) Annual Salary rights and other benefits earned and accrued or vested under this Agreement or under any plan, program, agreement, corporate governance document or arrangement of the Company (“Company Arrangements”) prior to the date of termination termination, and (and D) reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year , in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect each case in accordance with their terms, except as may otherwise be provided to the contrary in the terms and conditions applicable award agreements); thereto (iv) in the event of Executive’s death, clauses (A) a cash payment equal to two months of through (D) collectively, the “Accrued Benefits”). Executive (or the Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company Arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations Term shall terminate as of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1date of death. If there is a good faith determination by the Board that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing her duties under the Company’s long-term Agreement and such disability plans and arrangements (or, if none, if has disabled the Executive by virtue for a cumulative period of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180 days out of within any consecutive 12-month periodperiod (a "Disability"), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided . Upon Executive’s death or in the event that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable is terminated due to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1her Disability, Executive (or Executive’s her estate or beneficiaries in her beneficiaries, as the case of the death of Executive) may be, shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than be entitled to: (i) all accrued but unpaid Annual Salary and other benefits earned and accrued under this Agreement prior to or Annual Bonus through the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); Executive’s employment, (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year any unpaid or partial Contract Year unreimbursed expenses incurred in which Executive’s employment hereunder terminates; accordance with hereof, (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be benefits provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the "Accrued Obligations"), (iv) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement), (v) for a period of 24 months after termination of employment, such continuing medical benefits for the Executive and/or the Executive's eligible family members under the Company's health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (if and as at such costs to the Executive) in effect from time the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to timesuch termination and that may have affected such benefits), (vi) all outstanding equity (or equity-based) incentives and awards granted upon the completion of the Company's IPO and the Formation Transactions held by the Executive shall thereupon vest and become free of restrictions and shall be exercisable in accordance with their terms and (vii) a prorated portion (based on the number of days of employment during the one a fiscal year following until the date of termination; and the Executive's death or Disability, as applicable, over 365) of any other unvested outstanding equity (vor equity-based) awards held by the Executive (or, that would have vested in the case fiscal year in which such termination occurs shall thereupon vest and become free of his deathrestrictions and any remaining portion of such awards will be forfeited. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, his estate and beneficiaries) except as set forth in this Section 4, the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderbenefits under this Agreement.

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.14.2. If Executive becomes eligible “disabled” (defined for disability benefits under the Company’s long-term disability plans and arrangements (or, if nonepurposes of this Agreement, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him her for at least 120 90 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by lawlaw (including under the Americans with Disabilities Act), to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.14.2, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit benefits hereunder on and after the effective date of the termination of employment other than than: (iA) the Accrued Obligations, as set forth in Section 4.1; - 5 - (B) any Annual Salary and other benefits Bonus earned and accrued under this Agreement for the Contract Year prior to the date year of termination (and reimbursement under this Agreement for expenses incurred prior to but not yet paid, which shall be paid at the date of terminationsuch Annual Bonus would have been paid had Executive’s employment not been terminated (any such entitlement, including the payment date, an “Accrued Bonus”); (iiC) a cash payment equal to the prorated portion (based on the number of complete months employed during the Contract Year) of the Annual Bonus at that Executive would have received had her employment not been terminated (based on the “target” actual level of achievement of the applicable performance goals) for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; , payable at such time as the Annual Bonus would have been paid had Executive’s employment not been terminated, provided, however, that Executive shall not receive the Pro-Rata Bonus if the Company does not pay bonuses to employees generally for such Contract Year (iiisuch entitlement, including the payment date, a “Pro-Rata Bonus”); (D) elimination of any exclusively time-based vesting conditions on any each outstanding unvested restricted stock, stock option or other equity awards award and other incentive award in VICI REIT or the Company he that Executive had been granted and which he Executive then continues to hold, ; and (F) to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s deathvested equity awards are subject to a restriction on transfer within a specified period following vesting, (A) a cash payment equal to two months such restriction shall be lifted as of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) . Executive (or, in the case of his her death, his her estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.. 4.3 Termination by the Company without Cause or by Executive for Good Reason. (a)

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements Disabled (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodas defined below), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to Executive; provided the Executive and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. “Disabled” means that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion because of a qualified physician acceptable to the Companysickness or injury, it is substantially certain that Executive will be not able to resume Executive’s perform his material duties on under this Agreement for a regular fullperiod of one hundred twenty (120) consecutive days or for a cumulative period of one hundred eighty (180) days in any twelve-time basis within 30 days month period. Any dispute concerning the existence of the date events which constitute “Disabled” shall be subject to payments to Executive receives notice of such terminationin accordance with Section 7.3 (b) hereof. Upon death of the Executive or other termination the Company’s determination to terminate the employment of employment by virtue of disability in accordance with this Section 4.1the Executive because the Executive has become Disabled, then (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date Effective Date of the termination of employment Termination other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date Effective Date of termination the Termination, any bonus for the prior fiscal year awarded but not yet paid, other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the date Effective Date of termination); (iithe Termination) a cash payment and an amount equal to the prorated portion product of (x) the Annual Bonus at the “target” level Executive’s target annual bonus for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one fiscal year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.of

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) for a cash payment equal period of three years after termination of employment, the Executive (if applicable), and in the event of his death, his spouse and his dependents, shall receive such continuing coverage under the group health plans they would have received under this Agreement (but at such costs no higher than as in effect immediately preceding such termination) as would have applied in the absence of such termination, provided that, the Company shall in no event be required to provide any benefits otherwise required by this clause (ii) after such time as the prorated portion Executive becomes entitled to receive benefits of the Annual Bonus at same type from another employer or recipient of the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminatesservices; (iii) elimination without duplication of any exclusively time-based vesting conditions on any restricted stockamounts due under clause (i), stock option or other equity awards the Executive shall receive an amount equal to the annual bonus that, in the Company he had absence of such termination, would have been granted payable for the fiscal year in which he then continues to holdtermination occurs, to payable at such time as would have applied in the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem absence of such termination, with such time-based vesting conditionsamount to be multiplied by a fraction (x) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary numerator of which is the number of days in the applicable award agreements)fiscal year preceding the termination and (y) the denominator of which is 365; (iv) in all outstanding unvested equity-based awards (including, without limitation, stock options and restricted stock) held by the event of Executive’s deathExecutive shall fully vest and become immediately exercisable, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such terminationas applicable, and (B) continuation subject to Executive’s spouse and dependents the terms of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of terminationsuch awards; and (v) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-12 month period)period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive (A) any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Salary, bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (iiB) a cash payment equal to (I) the prorated portion of the Annual Bonus at the “target” level target bonus for the Contract Year or partial Contract Year year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which Executive’s employment hereunder terminates; is 365, and (iiiC) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock option or options and other equity awards in the Company he had been granted which he then continues to holdawards, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditionsii) will continue in effect Section 3.8 shall apply in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, its terms and (Biii) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If there is a determination by the Company that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements has disabled the Executive for a cumulative period of one hundred eighty (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180) days out of any consecutive within a twelve (12-) month periodperiod (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or Disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after receive, in a lump sum payment (subject to Section 7.16 of this Agreement) within thirty (30) days following the effective date of the Executive’s termination of employment other than employment, (iA) Annual Salary Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), (B) (x) the Executive’s Annual Salary and (y) an amount equal to the average of the Annual Bonuses awarded to the Executive for the last two years immediately preceding the year in which the Executive’s employment is terminated, provided, however, that if no Annual Bonus is awarded to the Executive for the year (or two years) preceding the year in which the Executive’s employment is terminated, the Executive will be entitled to a minimum bonus equal to 50% of the Executive’s Annual Salary (i.e., initially $137,500), and (C) the Executive’s car allowance for one (1) year; (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any restricted stock, stock option or other equity incentives and awards in held by the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood Executive shall thereupon vest and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect become free of restrictions and be exercisable in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (viii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company's long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive days or 270 non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Base Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Compensation Committee of the Board may, in its discretion, determine to pay a cash single-sum payment equal to the prorated portion Executive (or the Executive's estate or beneficiaries in the case of the Annual Bonus at death of the “target” level for Executive) in an amount, if any, to be determined by the Contract Year or partial Contract Year in which Compensation Committee not to exceed the Executive’s employment hereunder terminatesthen current Base Salary; (iii) elimination health insurance benefits shall continue for the Executive (and/or his covered dependents, if applicable) for a period of any exclusively timesix months; thereafter, Executive or his dependents shall be permitted to elect COBRA continuation coverage consistent with the applicable law; (iv) all outstanding unvested equity-based vesting conditions on any restricted stockawards held by the Executive shall fully vest and become immediately exercisable, stock option or other equity awards in the Company he had been granted which he then continues to holdas applicable, subject to the extent then unvested terms of such awards; (it being expressly understood and agreed that v) the treatment of any performance-based vesting conditions (whether or not in tandem with such timelong-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise term incentives shall be provided to the contrary determined in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, reasonable and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives good faith discretion of the Company generally (if and as in effect from time to time) during Compensation Committee of the one year following the date of terminationBoard; and (vvi) the Executive (or, or the Executive's estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company's plans and arrangements in accordance with their terms). Unless the payment is required to be delayed pursuant to Section 7.13(b) below, any cash amounts payable pursuant to clauses (i) and (ii) above shall be paid to the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) within 60 days following the date of his termination of employment on account of death or disability.

Termination Upon Death or Disability. If Executive dies during the TermEmployment Period, the Executive’s employment with the Company shall be deemed terminated as of the date of death, and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.1. 7B. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements Disabled (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodas defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon 30 days prior written notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue due to the death or Disability of disability in accordance with this Section 4.1Executive, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right be entitled to receive any compensation or benefit hereunder on the Required Payments; and after Executive shall also be entitled to the effective date of the termination of employment other than following: (i) Annual Salary and other benefits earned and accrued any unpaid annual target bonus under this Agreement Section 3B for the year immediately prior to the date year of such termination (and reimbursement under this Agreement for expenses incurred in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the date time of such termination) and a pro-rated share of Executive’s annual target bonus under Section 3B for the year of such termination (in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the time of such termination), which bonus amounts shall be paid at the earlier of (A) such time as the Company regularly pays bonuses, or (B) no later than 2 1⁄2 months following the calendar year in which the termination occurs; and (ii) continuation of his Annual Salary following such termination for a cash payment equal to the prorated portion period of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in one year, which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect shall be payable in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.’s

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations Term shall terminate as of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1date of death. If there is a good faith determination by the Board that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing her duties under the Company’s long-term Agreement and such disability plans and arrangements (or, if none, if has disabled the Executive by virtue for a cumulative period of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180 days out of within any consecutive 12-month periodperiod (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided . Upon Executive’s death or in the event that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable is terminated due to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1her Disability, Executive (or Executive’s her estate or beneficiaries in her beneficiaries, as the case of the death of Executive) may be, shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than be entitled to: (i) all accrued but unpaid Annual Salary and other benefits earned and accrued under this Agreement prior to or Annual Bonus through the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a cash payment termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) an amount equal to the target Annual Bonus, prorated portion to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Annual Bonus at Company, but in no event later than March 15 of the “target” level fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement), (v) for a period of 24 months after termination of employment, such continuing medical benefits for the Contract Year or partial Contract Year in which Executive and/or the Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits eligible family members under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (if and as at such costs to the Executive) in effect from time the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to timesuch termination and that may have affected such benefits), (vi) all outstanding equity (or equity-based) incentives and awards granted upon the completion of the Company’s IPO and the Formation Transactions held by the Executive shall thereupon vest and become free of restrictions and shall be exercisable in accordance with their terms and (vii) a prorated portion (based on the number of days of employment during the one a fiscal year following until the date of termination; and the Executive’s death or Disability, as applicable, over 365) of any other unvested outstanding equity (vor equity-based) awards held by the Executive (or, that would have vested in the case fiscal year in which such termination occurs shall thereupon vest and become free of his deathrestrictions and any remaining portion of such awards will be forfeited. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, his estate and beneficiaries) except as set forth in this Section 4, the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderbenefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If there is a determination by the Company that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements has disabled the Executive for a cumulative period of one hundred eighty (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180) days out of any consecutive within a twelve (12-) month periodperiod (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that . Notwithstanding the Company will have no right foregoing, prior to terminate a termination of the Executive’s employment ifdue to Disability, in the reasonable opinion of a qualified Executive may require that an independent physician acceptable to both the Company and the Executive be engaged (at the expense of the Company, it is substantially certain that ) to determine if the Executive will be able to resume Executive’s duties on has suffered a regular full-time basis within 30 days of the date Executive receives notice of such terminationDisability (as defined under this Agreement). Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, due to death or Disability (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after receive, in a lump sum payment (subject to Section 7.17 of this Agreement) within thirty (30) days following the effective date of the Executive’s termination of employment other than employment, (iA) Annual Salary Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination) (the “Accrued Obligations”), and (B) (x) two times Annual Salary and (y) two times the average of the Annual Bonuses awarded to the Executive for the last two years immediately preceding the year in which the Executive’s employment is terminated, provided, however, that if no Annual Bonus is awarded to the Executive for the year (or two years) preceding the year in which the Executive’s employment is terminated, the Executive will be entitled to a minimum bonus equal to 50% of the Executive’s Annual Salary (i.e., initially two times $425,000); (ii) for a cash payment equal to period of twenty-four (24) months after the prorated portion termination of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stockemployment, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood such continuing medical and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance dental benefits under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (if and as at such costs to the Executive) in effect from time to timethe absence of such termination (such benefits, “Continuing Health Benefits”); (iii) during all outstanding unvested equity-based incentives and awards held by the one year following the date Executive shall thereupon vest and become free of terminationrestrictions and be exercisable in accordance with their terms; and (viv) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. In the event the Company decides, in its sole discretion, to acquire a life insurance policy on the life of the Executive, the Executive may (or may not, in the Executive’s sole discretion) agree to cooperate and provide all information reasonably necessary for the Company to acquire such life insurance policy.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If there is a determination by the Company that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements has disabled the Executive for a cumulative period of one hundred eighty (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180) days out of any consecutive within a twelve (12-) month periodperiod (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that . Notwithstanding the Company will have no right foregoing, prior to terminate a termination of the Executive’s employment ifdue to Disability, in the reasonable opinion of a qualified Executive may require that an independent physician acceptable to both the Company and the Executive be engaged (at the expense of the Company, it is substantially certain that ) to determine if the Executive will be able to resume Executive’s duties on has suffered a regular full-time basis within 30 days of the date Executive receives notice of such terminationDisability (as defined under this Agreement). Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, due to death or Disability (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after receive, in a lump sum payment (subject to Section 7.17 of this Agreement) within thirty (30) days following the effective date of the Executive’s termination of employment other than employment, (iA) Annual Salary Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination) (the “Accrued Obligations”), and (B) (x) the Executive’s Annual Salary and (y) an amount equal to the average of the Annual Bonuses awarded to the Executive for the last two years immediately preceding the year in which the Executive’s employment is terminated, provided, however, that if no Annual Bonus is awarded to the Executive for the year (or two years) preceding the year in which the Executive’s employment is terminated, the Executive will be entitled to a minimum bonus equal to 50% of the Executive’s Annual Salary (i.e., initially $165,500); (ii) for a cash payment equal to period of twelve (12) months after the prorated portion termination of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stockemployment, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood such continuing medical and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance dental benefits under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (if and as at such costs to the Executive) in effect from time to timethe absence of such termination (such benefits, “Continuing Health Benefits”); (iii) during all outstanding unvested equity-based incentives and awards held by the one year following the date Executive shall thereupon vest and become free of terminationrestrictions and be exercisable in accordance with their terms; and (viv) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. In the event the Company decides, in its sole discretion, to acquire a life insurance policy on the life of the Executive, the Executive may (or may not, in the Executive’s sole discretion) agree to cooperate and provide all information reasonably necessary for the Company to acquire such life insurance policy.

Termination Upon Death or Disability. If Executive dies during the TermEmployment Period, the Executive’s employment with the Company shall be deemed terminated as of the date of death, and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.1. 7B. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements Disabled (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodas defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon 30 days prior written notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue due to the death or Disability of disability in accordance with this Section 4.1Executive, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right be entitled to receive any compensation or benefit hereunder on the Required Payments; and after Executive shall also be entitled to the effective date of the termination of employment other than following: (i) Annual Salary and other benefits earned and accrued any unpaid annual target bonus under this Agreement Section 3B for the year immediately prior to the date year of such termination (and reimbursement under this Agreement for expenses incurred in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the date time of such termination) and a pro-rated share of Executive’s annual target bonus under Section 3B for the year of such termination (in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the time of such termination), which bonus amounts shall be paid at the earlier of (A) such time as the Company regularly pays bonuses, or (B) no later than 2 1⁄2 months following the calendar year in which the termination occurs; and (ii) continuation of his Annual Salary following such termination for a cash payment equal to period of one year, which shall be payable in accordance with the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which ExecutiveCompany’s employment hereunder terminatesstandard pay schedules; and (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of termination due to Disability, the Company shall reimburse Executive’s COBRA payments for Executive’s health insurance benefits for a period of one year. For the purposes of this Agreement, “Disability” shall mean a physical or mental impairment which, the Board of Directors determines, after consideration and implementation of reasonable accommodations, precludes the Executive from performing his death, his estate and beneficiariesessential job functions for a period longer than three consecutive months or a total of one hundred twenty (120) shall have no further rights to days in any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereundertwelve month period.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period)period and Executive’s disability is confirmed in writing by an independent physician, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment the Executive shall be entitled to receive an amount equal to his Annual Salary for the prorated portion remainder of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year year in which Executive’s employment hereunder terminatessuch termination occurs; (iii) elimination without duplication of any exclusively time-based vesting conditions on any restricted stockamounts due under clauses (i) and (ii), stock option the Executive (or other equity awards the Executive’s estate or beneficiaries in the Company he had been granted which he then continues to hold, case of the death of the Executive) shall receive an amount equal to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not annual bonus that, in tandem the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of such termination, with such time-based vesting conditionsamount to be multiplied by a fraction (x) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary numerator of which is the number of days in the applicable award agreements)fiscal year preceding the termination and (y) the denominator of which is 365; (iv) in all outstanding unvested equity-based awards pursuant to the event of Executive’s deathPlan held by the Executive shall fully vest and become immediately exercisable, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such terminationas applicable, and (B) continuation subject to Executive’s spouse and dependents the terms of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of terminationsuch awards; and (v) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms).