Common use of Permanent Disability Clause in Contracts

Permanent Disability. In the event the Executive shall fail because of illness, physical or mental disability or other incapacity, for a period of six consecutive months, or for shorter periods aggregating six months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreement.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall fail because be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of illnesshis termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or other incapacity, incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months, months or for shorter periods aggregating six (6) months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreement.

Permanent Disability. In the event of the "permanent disability" (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive's employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall fail because be entitled (i) to receive any amounts or benefits to which the Executive may otherwise have been entitled prior to the effective date of illnesstermination; (ii) to be paid his Base Salary under Section 3(a) hereof for a period of one (1) year from the effective date of termination; provided, however, that the Company shall only be required to pay that amount of the Executive's Base Salary which shall not be covered by pension benefits or long-term disability payments, if any, to the Executive under any Company plan or arrangement and (iii) to receive a pro-rata portion of the annual bonus that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination due to permanent disability occurred. In addition, upon termination for permanent disability, the Executive shall continue to participate in any and all pension, insurance and other benefit plans and programs of the Company during the period the Executive is continuing to receive his Base Salary in accordance with this Section 6(a). Thereafter, the Executive's rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs; provided, however, that, except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3(b) and 4 hereof. For purposes of this Section 6(a), "permanent disability" means any disability as defined under the Company's applicable disability insurance policy or, if no such policy is available, any physical or mental disability or other incapacity, incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months, months or for shorter periods aggregating six (6) months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreement.

Permanent Disability. In the event of the "permanent disability" (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive's employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall fail because be entitled (i) to receive any amounts or benefits to which the Executive may otherwise have been entitled prior to the effective date of illnesstermination; (ii) to be paid his Base Salary under Section 3(a) hereof for a period of one (1) year from the effective date of termination; provided, however, that the Company shall only be required to pay that amount of the Executive's Base Salary which shall not be covered by Company provided long-term disability payments, if any, to the Executive; and (iii) to receive any unpaid bonus compensation earned under Section 3(b) hereof that relates to any Contract Year ending prior to the date of permanent disability. In addition, upon termination for permanent disability, the Executive shall continue to participate in any and all pension, insurance and other benefit plans and programs of the Company during the period the Executive is continuing to receive his Base Salary in accordance with this Section 5(a). Thereafter, the Executive's rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs; provided, however, that, except as otherwise provided in this Section 5(a), the Company will have no further obligations under Sections 3(b) and (d) hereof. For purposes of this paragraph, "permanent disability" means any physical or mental disability or other incapacity, incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months, months or for shorter periods aggregating six (6) months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreement.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall fail because be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of illnesshis termination of employment, in accordance with Section 3(a) and other applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any fiscal year ended prior to the date of his termination of employment, in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the fiscal year during which termination due to permanent disability occurred, based on the portion of the fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) reimbursement for financial counseling services under Section 5(b) hereof for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (v) his Base Salary at a rate equal to the highest rate during the past twelve (12) months for a period of one (1) year from the date of termination as a result of permanent disability, in accordance with Section 3(a) hereof (the “Disability Continuation Period”), paid in accordance with Section 6(j)(i) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); further provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(j)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(j), cash payments, to be paid in accordance with Section 6(j)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (v) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum the “Pension Replacement Payment”),(provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(j) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or other incapacity, incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months, months or for shorter periods aggregating six (6) months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreement.

Permanent Disability. In If during the event Period of Employment, Employee shall become permanently disabled, Employer shall pay Employee $200,000 for each year (and additional fractional portion thereof) from the date of disability to the 31st day of March, 2018, less any amounts paid or payable to Employee under any long-term disability plan or pension plan maintained by the Employee pursuant to this paragraph shall be paid in substantially equal monthly installments. For the purposes of this paragraph (1) and this Agreement, "permanent disability" means inability to perform the services of President and Chief Executive shall fail because Officer of illness, the Employer required hereunder due to physical or mental disability or other incapacity, which continues for a one hundred eighty (180) consecutive days in any period of six consecutive twelve (12) months, and "date of disability" means the day following the close of such 180-day period. Evidence of such disability shall be certified by a physician acceptable to both Employer and Employee. Evidence of such disability, as so certified, shall be conclusive notwithstanding that a disability policy, or for shorter periods aggregating six months during any twelve-month periodclause in an insurance policy, covering Employee shall contain a different definition of "permanent disability." If Employer and Employee cannot agree on such a physician, or if Employee feels that he is able to render perform his duties hereunder, the services provided for by question of whether Employee is "permanently disabled," within the meaning of this Agreement, shall be submitted to a panel of three (3) impartial and reputable physicians, one selected by Employer, one selected by Employee and the third to be selected by the then the Company shall, by written notice to the Executive after the last day president of the six consecutive months Medical Society for Utah County, State of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the ExecutiveUtah. The panel's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing Employee's ability so to the Company and the Executive perform shall be final and conclusive for all binding on the parties hereto. For purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter Period of Employment will be referred deemed to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based terminate on the marginal rate for day immediately preceding the previous tax year date of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreementdisability.

Permanent Disability. In the event the Executive shall fail because of illness, physical or mental disability or other incapacity, for a period of six consecutive months, or for shorter periods aggregating six months during any twelve12-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal ▇▇▇▇ an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 9050% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided Provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, arrangements including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The , the payments provided for in this Section s 5 shall be reduced by an amount equal ▇▇▇▇ to the pre-tax income which would have been required reuired to produce such payment free of tax based on the marginal tax rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreement.

Permanent Disability. In the event of the Executive Disability of the Employee during the Employment Term, the Company shall fail because have the right, following the sending of illnessa Notice of Termination to the Employee, physical to terminate his employment hereunder. Effective on the Date of Termination, the Company shall be discharged and released from any further obligations under the Agreement (including, but not limited to, any obligation to pay any bonus in respect of the fiscal year in which termination occurs, or mental any fiscal year thereafter), other than (x) the obligation to continue to make periodic payments to the Employee of his Base Salary then in effect (reduced by any amounts received by the Employee pursuant to any temporary disability plan or other incapacityprogram maintained by the Company and any federal or state disability plan or program) for the period, for a if any, from the commencement of the period of six consecutive monthsDisability through and, if necessary, after the Date of Termination until the time in respect of which full payments to the Employee or for shorter periods aggregating six months during any twelve-month periodhis representatives are commenced under the Company's permanent disability plan or program or (y) pursuant to the next sentence, to render if applicable. Notwithstanding the services provided for foregoing, if at the time the Employee's employment hereunder is terminated in the event of Disability the Company does not maintain a permanent disability plan or program or if the Employee does not participate in a permanent disability plan or program offered or sponsored by this Agreementthe Company, then the Company shall, by written notice shall pay to the Executive Employee, within 30 days after the last day Date of Termination, an amount equal to (i) 100% of the six consecutive months of disability or annual Base Salary in effect at the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance time of the Employment TermNotice of Termination in accordance with the provisions of Paragraph 5 hereof and (ii) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year highest of the Executive. Except aggregate bonus payments (iincluding Discretionary Bonus payments pursuant to Paragraph 6 hereof) as made to continue to pay or earned by the Executive's medical insurance premiums for a period of 18 months following delivery Employee in respect of the written notice last three twelve month periods preceding the Date of "Permanent Disability" Termination. Notwithstanding the foregoing, the Employee shall have the continuing obligations provided for in Paragraph 13(b) hereof, but shall be released from any obligations after the Date of Termination pursuant to the Executive or (iiParagraph 13(a) as otherwise provided in this Section 5hereof. Disability benefits, upon delivery if any, due under applicable plans and programs of such written notice, the Company shall have no further obligation to be determined under the Executive under this Agreementprovisions of such plans and programs.

Permanent Disability. In the event of the Executive Disability of the Employee during the Employment Term, the Company shall fail because have the right, following the sending of illnessa Notice of Termination to the Employee, physical to terminate his employment hereunder. Effective on the Date of Termination, the Company shall be discharged and released from any further obligations under the Agreement (including, but not limited to, any obligation to pay any bonus in respect of the fiscal year in which termination occurs, or mental any fiscal year thereafter), other than (x) the obligation to continue to make periodic payments to the Employee of his Base Salary then in effect (reduced by any amounts received by the Employee pursuant to any temporary disability plan or other incapacityprogram maintained by the Company and any federal or state disability plan or program) for the period, for a if any, from the commencement of the period of six consecutive monthsDisability through and, if necessary, after the Date of Termination until the time in respect of which full payments to the Employee or for shorter periods aggregating six months during any twelve-month periodhis representatives are commenced under the company's permanent disability plan or program or (y) pursuant to the next sentence, to render if applicable. Notwithstanding the services provided for foregoing, if at the time of the Employee's employment hereunder is terminated in the event of Disability the Company does not maintain a permanent disability plan or program or if the Employee does not participate in a permanent disability plan or program offered or sponsored by this Agreementthe Company, then the Company shall, by written notice shall pay to the Executive Employee, within 30 days after the last day Date of Termination, an amount equal to (i) 100% of the six consecutive months of disability or annual Base Salary in effect at the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance time of the Employment TermNotice of Termination in accordance with the provisions of Paragraph 5 hereof and (ii) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year highest of the Executive. Except aggregate bonus payments (iincluding Discretionary Bonus payments pursuant to Paragraph 6 hereof) as made to continue to pay or earned by the Executive's medical insurance premiums for a period of 18 months following delivery Employee in respect of the written notice last three twelve month periods preceding the Date of "Permanent Disability" Termination. Notwithstanding the foregoing, the Employee shall have the continuing obligations provided for in Paragraph 13(b) hereof, but shall be released from any obligations after the Date of Termination pursuant to the Executive or (iiParagraph 13(a) as otherwise provided in this Section 5hereof. Disability benefits, upon delivery if any, due under applicable plans and programs of such written notice, the Company shall have no further obligation to be determined under the Executive under this Agreementprovisions of such plans and programs.

Permanent Disability. In the event of the "permanent disability" (as hereinafter defined) of the Executive shall fail because during the Term of illnessEmployment, physical or mental disability or other incapacity, for a period of six consecutive months, or for shorter periods aggregating six months during any twelve-month period, to render the services provided for by this Agreement, then the Company shallshall have the right, by upon written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six monthsExecutive, reduce to terminate the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% employment hereunder, effective upon the giving of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of such notice (or if less, such later date as shall be specified in such notice). In the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination event of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written noticetermination, the Company shall have no further obligation obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination of employment, in accordance with Section 3(a) and other applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any fiscal year ended prior to the date of his termination of employment, in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the fiscal year during which termination due to permanent disability occurred, based on the portion of the fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services under Section 5(b) hereof for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary at a rate equal to the highest rate during the past twelve (12) months for a period of one (1) year from the date of termination as a result of permanent disability, in accordance with Section 3(a) hereof (the "Disability Continuation Period"), paid in accordance with Section 6(j)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive's Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under this Agreement.any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(j)). Thereafter, the Executive's rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(j), cash payments, to be paid in

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Executive shall fail because be entitled (i) to receive any amounts or benefits to which the Executive may otherwise have been entitled but for the Executive’s permanent disability prior to the effective date of illnesstermination; (ii) to be paid his Base Salary as established under Section 3(a) hereof for a period of one (1) year from the effective date of termination; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by pension benefits or long-term disability payments, if any, to the Executive under any Company plan or arrangement; and (iii) to receive a pro-rata portion of the annual bonus that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination due to permanent disability occurred. In addition, upon termination for permanent disability, the Executive shall continue to participate in any and all pension, insurance and other benefit plans and programs of the Company during the period the Executive is continuing to receive his Base Salary in accordance with this Section 6(a). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs; provided, however, that, except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3(b) or 4 hereof. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or other incapacity, incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months, months or for shorter periods aggregating six (6) months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreement.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive shall fail because during the Term of illnessEmployment, physical or mental disability or other incapacity, for a period of six consecutive months, or for shorter periods aggregating six months during any twelve-month period, to render the services provided for by this Agreement, then the Company shallshall have the right, by upon written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six monthsExecutive, reduce to terminate the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% ’s employment hereunder, effective upon the giving of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of such notice (or if less, such later date as shall be specified in such notice). In the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination event of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written noticetermination, the Company shall have no further obligation obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of their termination of employment, in accordance with the terms of this Agreement (ii) bonus compensation earned but not paid under this Agreement that relates to any fiscal year ended prior to the date of their termination of employment; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had the Executive remained in employment through the end of the fiscal year during which termination due to permanent disability occurred, based on the portion of the fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) reimbursement for financial counseling services under Section 6(b) hereof for a period of one (1) year from the date of termination, paid in accordance with Section 5(b) hereof (provided, that no such payment shall be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (v) their Base Salary at a rate equal to the highest rate during the past twelve (12) months for a period of one (1) year from the date of termination as a result of permanent disability, paid in accordance with Section 3(a) hereof (the “Disability Continuation Period”), and Section 7(j)(i) hereof (provided, that such payments shall not commence prior to the sixtieth (60th) day following the Executive’s date of termination); further provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under this Agreement.Section. Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to the terms of this Section, a lump sum cash payment, within 60 days of

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall fail because be entitled (i) to receive any amounts or benefits to which the Executive may otherwise have been entitled to hereunder prior to the effective date of illnesstermination; (ii) to be paid his Base Salary under Section 3(a) hereof for a period of two (2) years from the effective date of termination (the “Disability Continuation Period”); provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall exceed payments, if any, to the Executive under pension or long-term disability plans of the Company; and (iii) to receive bonus compensation during the Disability Continuation Period at an annual rate equal to the average of actual bonuses paid or payable to Executive during the Term of Employment in accordance with Section 3(b) hereof, or, if no such bonus has been paid or is payable as of the date of such termination, at an annual rate equal to his Base Salary under Section 3(a) hereof (the “Calculated Bonus Rate”). In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 5(i)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 5(i), cash payments, to be paid in accordance with Section 5(i)(ii), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 5(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 5(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 5(i) of this Agreement. Except as otherwise provided in this Section 5(a), the Company will have no further obligations under Sections 3 and 4 hereof or otherwise. For purposes of this paragraph, “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or other incapacity, incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months, months or for shorter periods aggregating six (6) months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreement.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive shall fail because during the Term of illnessEmployment, physical or mental disability or other incapacity, for a period of six consecutive months, or for shorter periods aggregating six months during any twelve-month period, to render the services provided for by this Agreement, then the Company shallshall have the right, by upon written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six monthsExecutive, reduce to terminate the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% ’s employment hereunder, effective upon the giving of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of such notice (or if less, such later date as shall be specified in such notice). In the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination event of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written noticetermination, the Company shall have no further obligation obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of their termination of employment, in accordance with the terms of this Agreement (including any reimbursable business or perquisite expenses incurred but not yet submitted for reimbursement prior to the date of termination of employment), plus all benefits under the employee benefit programs and plans of the Company (including the Share Incentive Plan and the Deferred Compensation Account) as determined under such programs and plans upon and as of such a termination, including, if applicable, accrued but unused vacation (collectively, the “Accrued Benefits”); (ii) bonus compensation earned but not paid under this Agreement that relates to any fiscal year ended prior to the date of their termination of employment; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had the Executive remained in employment through the end of the fiscal year during which termination due to permanent disability occurred, based on the portion of the fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) reimbursement for financial counseling services under Section 6(b) hereof for a period of one (1) year from the date of termination, paid in accordance with Section 6(b) hereof (provided, that no such payment shall be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (v) their Base Salary at a rate equal to the highest rate during the past twelve (12) months for a period of one (1) year from the date of termination as a result of permanent disability, paid in accordance with Section 3(a) hereof (the “Disability Continuation Period”), and Section 7(j)(i) hereof (provided, that such payments shall not commence prior to the sixtieth (60th) day following the Executive’s date of termination); provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under this Agreement.Section). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to the terms of this Section, a lump sum cash payment, within 60 days of the end of the Disability Continuation Period, equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had they

Permanent Disability. In the event of the "permanent disability" (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive's employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination the Executive shall fail because receive: (i) the excess, if any, of illnessthe Executive's Pro-rated Salary (defined as provided in Section 5(g) below), physical determined as of the date of termination of employment, over the amount of Salary actually received by the Executive through such date; (ii) all amounts of bonus earned for the calendar year prior to the year in which termination of employment occurs to the extent such amounts have not yet been paid; (iii) all other compensation and benefits accrued through the date of termination of employment as provided in any applicable plans or mental disability or other incapacity, programs; (iv) Base Salary established under Section 3 hereof for a period of six consecutive monthsone (1) year from the effective date of termination, or for shorter periods aggregating six months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company reduced by the physicians referral service amount of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any long-term disability payments received by the Executive in respect of such period; (v) bonus for the year in which said termination of employment occurs, pro-rated for the number of days of employment during such year; and (vi) to any rights to additional compensation awards (including incentives) or other benefits provided under any planapplicable plan or program. In addition, program or arrangements, including the Executive shall continue to participate in any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year and all insurance and other benefit plans and programs of the Executive. Except Company (ibut not including the Company's tax-qualified retirement plans) as to continue to pay the Executive's medical insurance premiums for a period of 18 eighteen (18) months following delivery termination of the written notice of "Permanent Disability" employment, at a cost to the Executive or (ii) as otherwise provided no greater than the cost which he would have borne if he had remained in this Section 5, upon delivery of employment during such written noticeperiod. Thereafter, the Company Executive's rights to participate in such plans and programs, or to receive similar coverage, if any, shall have no further obligation be determined under such plans and programs. A determination of "permanent disability" will be subject to the certification of a qualified medical doctor agreed to by the Company and Executive under this Agreementor, in the event of the Executive's incapacity to designate a doctor, the Executive's legal representative. In the absence of agreement between the Company and the Executive (or his legal representative), each party will nominate a qualified medical doctor and the two doctors will select a third doctor, who will make the determination as to disability.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Executive will be paid or provided any remaining compensation or benefits, subject to the terms of applicable plans and this Agreement (other than any terms that require the continued employment as a condition to receiving or retaining any such compensation or benefits), that would have been owed but have not yet been paid to the Executive under this Second Amendment, provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall fail because continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of illnessthe Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(g)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. The timing of any such payments will be made in compliance with Code section 409A. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or other incapacity, incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months, months or for shorter periods aggregating six (6) months during any twelve-month period, to render . In the services provided for by this Agreement, then the Company shall, by written notice to the Executive event of “permanent disability” after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance Term of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written noticeends, the Company shall have no further obligation obligations under this Agreement, except that the Executive will be paid or provided any remaining compensation or benefits, subject to the terms of applicable plans and this Agreement, that would have been owed but have not yet been paid to the Executive under this Agreement.Second Amendment. The timing of any such payments will be made in compliance with Code section 409A. Paragraph 6(b) is replaced in its entirety with the following: 6

Permanent Disability. In the event of the "permanent disability" (as hereinafter defined) of the Executive shall fail because during the Term of illnessEmployment, physical or mental disability or other incapacity, for a period of six consecutive months, or for shorter periods aggregating six months during any twelve-month period, to render the services provided for by this Agreement, then the Company shallshall have the right, by upon written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six monthsExecutive, reduce to terminate the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% employment hereunder, effective upon the giving of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of such notice (or if less, such later date as shall be specified in such notice). In the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination event of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written noticetermination, the Company shall have no further obligation obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination of employment, in accordance with Section 3(a) and other applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination of employment, in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services under Section 5(b) hereof for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability, in accordance with Section 3(a) hereof; provided, however, that the Company -------- ------- shall only be required to pay that amount of the Executive's Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all qualified and non-qualified pension and qualified retirement savings, healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the period the Executive is continuing to receive his Base Salary in accordance with this Agreement.Section 6(a) (the "Disability Continuation Period"); provided, however, -------- ------- that if and to the extent the Executive is not permitted to participate in the Company's plans, programs or arrangements as described in the foregoing clause by reason of the Executive being subject to a six-month delay of payments following termination of employment, as provided in Section 6(l) herein, then the Company shall provide to the Executive, subject to Section 6(l), cash payments, in accordance with the regular payroll policies of the Company in effect from time to time, equal to the 409A Replacement Payment (as defined in Section 6(c))

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall fail because be entitled (i) to receive any amounts or benefits to which the Executive may otherwise have been entitled prior to the effective date of illnesstermination; (ii) to be paid his Base Salary under Section 3(a) hereof for a period of one (1) year from the effective date of termination; provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by pension benefits or long-term disability payments, if any, to the Executive under any Company plan or arrangement and (iii) to receive a pro-rata portion of the annual bonus that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination due to permanent disability occurred. In addition, upon termination for permanent disability, the Executive shall continue to participate in any and all pension, insurance and other benefit plans and programs of the Company during the period the Executive is continuing to receive his Base Salary in accordance with this Section 6(a). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs; provided, however, that, except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3(b) and 4 hereof. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or other incapacity, incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months, months or for shorter periods aggregating six (6) months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreement.

Permanent Disability. In One of the event benefits currently provided by the Executive Bank (which benefit will be continued during the term of the Agreement by the Company or the Bank) is disability insurance for the benefit of the Employee (either pursuant to a disability program sponsored by the Bank (or the Company after the date hereof) for employees generally or a related “carve out” or similar disability income policy owned by the Employee that is established in conjunction with the disability program sponsored by the Bank (or the Company after the date hereof), regardless if the premium is paid by the Company, the Bank or the Employee, or a combination of them (the "Disability Plan"). For purposes of this Agreement, the term “Disability” shall fail because mean the Employee is either (i) unable to engage in any substantial gainful activity by reason of illness, any medically determinable physical or mental disability impairment which can be expected to result in death or other incapacitycan be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of six consecutive monthsnot less than three months under a Disability Plan covering employees of the Company or any of the Consolidated Subsidiaries. The Company may terminate the employment of the Employee after having established that the Employee has incurred a Disability. After exhaustion of all Paid Time Off days allocated for a calendar year pursuant to Section 6, or the Company will pay to the Employee monthly one-twelfth of his Cash Compensation for shorter periods aggregating six months during any twelve-month period, to render the services provided for by remainder of the term of this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company reduced by the physicians referral service proceeds of any Disability Plan then in effect. If the Columbia Presbyterian Medical Center Employee’s employment is terminated on account of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇Disability (as defined above) during the one year commencing on the effective date of a Change in Control, ▇▇▇ ▇▇▇▇then he shall receive the Change in Control payment and benefits described in Section 7(b), ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, payable at the same time and in the determination of such physician made in writing to the Company and the Executive shall be final and conclusive same manner as provided for all purposes under Section 7(b) of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in lieu of any payment under this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreement7(h).

Permanent Disability. In the event of the "permanent --------------------- disability" (as hereinafter defined) of the Executive shall fail because during the Term of illnessEmployment, physical or mental disability or other incapacity, for a period of six consecutive months, or for shorter periods aggregating six months during any twelve-month period, to render the services provided for by this Agreement, then the Company shallshall have the right, by upon written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six monthsExecutive, reduce to terminate the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% employment hereunder, effective upon the giving of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of such notice (or if less, such later date as shall be specified in such notice). In the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination event of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written noticetermination, the Company shall have no further obligation obligations hereunder, except that the Executive shall be entitled (i) to receive any amounts or benefits to which the Executive may otherwise have been entitled prior to the effective date of termination; (ii) to be paid his Base Salary under Section 3(a) hereof for a period of one (1) year from the effective date of termination; provided, however, that the Company shall only be required to --------- -------- pay that amount of the Executive's Base Salary which shall not be covered by pension benefits or long-term disability payments, if any, to the Executive under any Company plan or arrangement and (iii) to receive a pro-rata portion of the annual bonus that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination due to permanent disability occurred. In addition, upon termination for permanent disability, the Executive shall continue to participate in any and all pension, insurance and other benefit plans and programs of the Company during the period the Executive is continuing to receive his Base Salary in accordance with this Agreement.Section 6(a). Thereafter, the Executive's rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs; provided, however, that, except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3(b) and 4 hereof. For purposes of this Section

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall fail because be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of illnessher termination of employment, in accordance with Section 3(a) and other applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any fiscal year ended prior to the date of her termination of employment, in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had she remained in employment through the end of the fiscal year during which termination due to permanent disability occurred, based on the portion of the fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) reimbursement for financial counseling services under Section 5(b) hereof for a period of one (1) year from the date of termination, paid in accordance with Section 5(b) hereof (provided, that no such payment shall be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (v) her Base Salary at a rate equal to the highest rate during the past twelve (12) months for a period of one (1) year from the date of termination as a result of permanent disability, paid in accordance with Section 3(a) hereof (the “Disability Continuation Period”), and Section 6(j)(i) hereof (provided, that such payments shall not commence prior to the sixtieth (60th) day following the Executive’s date of termination); further provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(j)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(j), a lump sum cash payment, within 60 days of the end of the Disability Continuation Period, equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (v) the excess of the benefit that would have been received by the Executive had she been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(j) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or other incapacity, incapacity that renders the Executive incapable of performing the services required of her in accordance with her obligations under Section 2 hereof for a period of six (6) consecutive months, months or for shorter periods aggregating six (6) months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreement.

Permanent Disability. In the event the Executive If Winterbottom shall fail because become permanently incapacitated by reasons of illnesssickness, accident, or other physical or mental disability or other incapacity(“Permanent Disability”) as defined hereunder during the Term of this Agreement, this Agreement and all obligations to Winterbottom shall cease except as provided below. Permanent Disability shall be determined in one of two ways: (1) Winterbottom shall be considered to be Permanently Disabled for purposes of this Agreement if he becomes entitled to Long-Term Disability benefits under the Company’s Long-Term Disability Plan, in which case, this Agreement and all obligations to Winterbottom shall cease except that for a period of six consecutive twelve (12) months, or the Company shall supplement Winterbottom’s Long-Term Disability payments to the extent necessary for shorter periods aggregating six months during any twelvethe Long-month periodTerm Disability payments plus the supplemental payments to equal Winterbottom’s Base Pay as defined in Section 3.1 herein; (2) alternatively, if Winterbottom becomes permanently incapacitated and such incapacitation is certified by a physician chosen by the Company and reasonably acceptable to render the services provided for by this AgreementWinterbottom (if he is then able to exercise sound judgment), and Winterbottom shall therefore be unable to perform his normal duties hereunder, then the employment of Winterbottom hereunder and this Agreement may be terminated by Winterbottom or the Company shall, by upon thirty (30) days’ written notice to the Executive after other party following such certification. Should Winterbottom not acquiesce (or should he be unable to acquiesce) in the last day selection of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six monthscertifying doctor, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of a doctor chosen by Winterbottom (or if lesshe is not then able to exercise sound judgment, the compensation balance of the Employment Termby his spouse or personal representative) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred and reasonably acceptable to the Company by shall be required to concur in the physicians referral service medical determination of incapacitation, failing which, the two doctors shall designate a third doctor whose decision shall be determinative as of the Columbia Presbyterian Medical Center end of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇the calendar month in which such concurrence or third-doctor decision, ▇▇▇ ▇▇▇▇as the case may be, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, is made. After the final certification is made and the determination of such physician made in writing to 30-day written notice is provided, the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if pay to Winterbottom, at such physician declines to make a determination times as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments Base Salary provided for in Section 3.1 of this Section 5 shall Agreement would normally be reduced to the extent that such paymentspaid, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Winterbottom’s then-current Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums Salary for a period of 18 months following delivery twelve (12) months. Under either determination of Permanent Disability, Winterbottom shall be paid Seventy-Five percent (75%) of the written notice amount of "Permanent Disability" his Incentive Target for the year in which disability is certified prorated to the Executive or (ii) as otherwise provided last day worked. If no Incentive Target has been determined for the year in this Section 5which final certification occurs, upon delivery the last determined Incentive Target shall apply. Following termination pursuant to either of the above alternatives, any rights and benefits Winterbottom may have under the employee benefit plans and programs of the Company in which Winterbottom is a participant shall be determined in accordance with the terms and provisions of such written noticeplans and programs. All awards of restricted stock, stock options and any other benefits under any long-term incentive plans shall be handled in accordance with the terms of the relevant plan and agreements entered into between Winterbottom and the Company shall have no further obligation with respect to the Executive under this Agreementsuch awards.

Permanent Disability. In the event the Executive shall fail because of illness, physical or mental disability or other incapacity, for a period of six consecutive months, or for shorter periods aggregating six months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of If ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ shall become permanently incapacitated by reasons of sickness, accident, or other physical or mental disability (“Permanent Disability”) as defined hereunder during the Term of this Agreement, this Agreement and all obligations to ▇▇▇▇▇▇▇ shall cease except as provided below. Permanent Disability shall be determined in one of two ways: (1) ▇▇▇▇▇▇▇ shall be considered to be Permanently Disabled for purposes of this Agreement if he becomes entitled to Long-Term Disability benefits under the Company’s Long-Term Disability Plan, in which case, this Agreement and all obligations to ▇▇▇▇▇▇▇ shall cease except that for a period of twelve (12) months, the Company shall supplement ▇▇▇▇▇▇▇’▇ Long-Term Disability payments to the extent necessary for the Long-Term Disability payments plus the supplemental payments to equal ▇▇▇▇▇▇▇’▇ Base Pay as defined in Section 3.1 herein; (2) alternatively, if ▇▇▇▇▇▇▇ becomes permanently incapacitated and such incapacitation is certified by a physician chosen by the Company and reasonably acceptable to ▇▇▇▇▇▇▇ (if he is then able to exercise sound judgment), and ▇▇▇▇▇▇▇ shall therefore be unable to perform his normal duties hereunder, then the employment of ▇▇▇▇▇▇▇ hereunder and this Agreement may be terminated by ▇▇▇▇▇▇▇ or the Company upon thirty (30) days’ written notice to the other party following such certification. Should ▇▇▇▇▇▇▇ not acquiesce (or should he be unable to acquiesce) in the selection of the certifying doctor, a doctor chosen by ▇▇▇▇▇▇▇ (or if he is not then able to exercise sound judgment, by his spouse or personal representative) and reasonably acceptable to the Company shall be required to concur in the medical determination of incapacitation, failing which, the two doctors shall designate a third doctor whose decision shall be determinative as of the end of the calendar month in which such concurrence or third-doctor decision, as the case may be, is made. After the final certification is made and the 30-day written notice is provided, the Company shall pay to ▇▇▇▇▇▇▇, ▇▇▇ at such times as Base Salary provided for in Section 3.1 of this Agreement would normally be paid, ▇▇▇▇▇▇▇’▇ then-current Base Salary for a period of twelve (12) months. Under either determination of Permanent Disability, ▇▇▇ ▇▇▇▇▇ shall be paid Seventy-Five Percent (75%) of the amount of his Incentive Target for the year in which disability is certified prorated to determine whether or not Permanent Disability existsthe last day worked. If no Incentive Target has been determined for the year in which final certification occurs, the last determined Incentive Target shall apply. Following termination pursuant to either of the above alternatives, any rights and benefits ▇▇▇▇▇▇▇ may have under the employee benefit plans and programs of the Company in which ▇▇▇▇▇▇▇ is a participant shall be determined in accordance with the terms and provisions of such plans and programs. All awards of restricted stock, stock options and any other benefits under any long-term incentive plans shall be handled in accordance with the terms of the relevant plan and agreements entered into between ▇▇▇▇▇▇▇ and the determination of Company with respect to such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreementawards.

Permanent Disability. In the event of the Executive Disability of the Employee during the Employment Term, the Company shall fail because have the right, following the sending of illnessa Notice of Termination to the Employee, physical to terminate his employment hereunder. Effective on the Date of Termination, the Company shall be discharged and released from any further obligations under the Agreement, other than (a) (x) the obligation to continue to make periodic payments to the Employee of his Base Salary then in effect (reduced by any amounts received by the Employee pursuant to any temporary disability plan or mental program maintained by the Company and any federal or state disability plan or other incapacityprogram) for the period, for a if any, from the commencement of the period of six consecutive monthsDisability through and, if necessary, after the Date of Termination until the time in respect of which full payments to the Employee or for shorter periods aggregating six months during any twelve-month periodhis representatives are commenced under the Company's permanent disability plan or program or (y) pursuant to the next sentence, if applicable, and (b) the obligation to render pay to the services provided for Employee the portion of the Retention Bonus under Section 6(a) hereof which remains unpaid as of the Date of Termination pro rated through the Date of Termination. Notwithstanding the foregoing clause (a), if at the time the Employee's employment hereunder is terminated in the event of Disability the Company does not maintain a permanent disability plan or program or if the Employee does not participate in a permanent disability plan or program offered or sponsored by this Agreementthe Company, then the Company shall, by written notice shall pay to the Executive Employee, within 30 days after the last day Date of Termination, an amount equal to (i) 100% of the six consecutive months of disability or annual Base Salary in effect at the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance time of the Employment TermNotice of Termination in accordance with the provisions of Paragraph 5 hereof and (ii) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year highest of the Executive. Except aggregate bonus payments (iexcluding the Retention Bonus and the Emergence Bonus) as made to continue to pay or earned by the Executive's medical insurance premiums for a period of 18 months following delivery Employee in respect of the written notice last three twelve month periods preceding the Date of "Permanent Disability" Termination. Notwithstanding the foregoing, the Employee shall have the continuing obligations provided for in Paragraph 13(b) hereof, but shall be released from any obligations after the Date of Termination pursuant to the Executive or (iiParagraph 13(a) as otherwise provided in this Section 5hereof. Disability benefits, upon delivery if any, due under applicable plans and programs of such written notice, the Company shall have no further obligation to be determined under the Executive under this Agreementprovisions of such plans and programs.

Permanent Disability. In the event of the "permanent disability" (as hereinafter defined) of the Executive shall fail because during the Term of illnessEmployment, physical or mental disability or other incapacity, for a period of six consecutive months, or for shorter periods aggregating six months during any twelve-month period, to render the services provided for by this Agreement, then the Company shallshall have the right, by upon written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six monthsExecutive, reduce to terminate the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% employment hereunder, effective upon the giving of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of such notice (or if less, such later date as shall be specified in such notice). In the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination event of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written noticetermination, the Company shall have no further obligation obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(c) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(c) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(c) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the "Disability Continuation Period"), paid in accordance with Section 6(l)(i) hereof; provided, however, that the Company shall only be required to pay that amount of the Executive's Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under this Agreement.any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive shall fail because during the Term of illnessEmployment, physical or mental disability or other incapacity, for a period of six consecutive months, or for shorter periods aggregating six months during any twelve-month period, to render the services provided for by this Agreement, then the Company shallshall have the right, by upon written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six monthsExecutive, reduce to terminate the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% ’s employment hereunder, effective upon the giving of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of such notice (or if less, such later date as shall be specified in such notice). In the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination event of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written noticetermination, the Company shall have no further obligation obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of their termination of employment, in accordance with the terms of this Agreement (ii) bonus compensation earned but not paid under this Agreement that relates to any fiscal year ended prior to the date of their termination of employment; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had the Executive remained in employment through the end of the fiscal year during which termination due to permanent disability occurred, based on the portion of the fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) reimbursement for financial counseling services under Section 6(b) hereof for a period of one (1) year from the date of termination, paid in accordance with Section 5(b) hereof (provided, that no such payment shall be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (v) their Base Salary at a rate equal to the highest rate during the past twelve (12) months for a period of one (1) year from the date of termination as a result of permanent disability, paid in accordance with Section 3(a) hereof (the “Disability Continuation Period”), and Section 7(j)(i) hereof (provided, that such payments shall not commence prior to the sixtieth (60th) day following the Executive’s date of termination); further provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under this Agreement.any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period

Permanent Disability. In This Agreement shall terminate upon Executive's permanent disability after written notice by Company to Executive. For the event the purposes of this Agreement, "permanent disability" shall mean that Executive shall fail because fails to perform his duties on a full-time basis for a period of illnessmore than 90 calendar days during any 12-month period, due to a physical or mental disability or other incapacityinfirmity. Upon termination due to permanent disability, for a period of six consecutive months, or for shorter periods aggregating six months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the shall pay Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% (a) base salary earned but unpaid as of compensation less termination, payable within 30 days; (b) the Extension Payment of $l0,000 per month Following 12 months Fifty percent 6,000,000 in full, payable within 30 days; (50%c) all amounts then in Executive's LTI account, payable within 30 days; (d) any annual cash incentive bonus for the year in which the termination occurred, prorated based on the number of (or if less, days of Executive's full time employment during the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced fiscal year to the extent that the performance goals applicable to such paymentsbonus are met for such year, together with any disability payments received by the even though Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate was not employed for the previous tax year entire fiscal year, payable in accordance with Company policy for such incentive bonus; (e) any unvested, non-performance based restricted stock unit awards, which shall vest in accordance with their terms, and any vested restricted stock unit awards, all of which shall become payable within 30 days; (f) any unvested, non-performance based stock options, which shall automatically vest and be exercisable until the Executive. Except earlier of (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of expiration date set forth in the written notice of "Permanent Disability" to the Executive stock option award agreement or (ii) as otherwise provided one year after the Executive's termination due to permanent disability; and (g) unvested, performance-based, restricted stock unit awards and stock options shall continue to vest and be earned and exercisable in this Section 5, upon delivery accordance with the plan under which they were granted. All vested stock options at the time of such written notice, termination shall be exercisable until the Company shall have no further obligation earlier of (i) the expiration date set forth in the stock option award agreement or (ii) one year after the Executive's termination due to the Executive under this Agreementpermanent disability.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall fail because be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of illnesstheir termination of employment, in accordance with the terms of this Agreement (ii) bonus compensation earned but not paid under this Agreement that relates to any fiscal year ended prior to the date of their termination of employment; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had the Executive remained in employment through the end of the fiscal year during which termination due to permanent disability occurred, based on the portion of the fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) reimbursement for financial counseling services under Section 6(b) hereof for a period of one (1) year from the date of termination, paid in accordance with Section 5(b) hereof (provided, that no such payment shall be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (v) their Base Salary at a rate equal to the highest rate during the past twelve (12) months for a period of one (1) year from the date of termination as a result of permanent disability, paid in accordance with Section 3(a) hereof (the “Disability Continuation Period”), and Section 7(j)(i) hereof (provided, that such payments shall not commence prior to the sixtieth (60th) day following the Executive’s date of termination); further provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under this Section. Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to the terms of this Section, a lump sum cash payment, within 60 days of the end of the Disability Continuation Period, equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (v) the excess of the benefit that would have been received by the Executive had they been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum the “Pension Replacement Payment”). Notwithstanding the above, any amounts payable under this Section that are separation pay as described under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 7(j) of this Agreement. Except as otherwise provided in this Section 7(a), the Company will have no further obligations under Sections 3, 4 and 6 hereof or otherwise. For purposes of this Section 7(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or other incapacity, incapacity that renders the Executive incapable of performing the services required of the Executive in accordance with their obligations under Section 2 hereof for a period of six (6) consecutive months, months or for shorter periods aggregating six (6) months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreement.

Permanent Disability. In the event the Executive shall fail because If, as a result of illness, Executive's incapacity due to physical or mental disability or other incapacityillness, Executive shall have been absent from his duties with the Company on a full-time basis for a period of six consecutive monthsmonths (either such situation, or for shorter periods aggregating six months herein referred to as "Permanent Disability") during any twelve-month period, to render the services provided for by this AgreementEmployment Period, then Executive's employment shall terminate on the Company shallgiving of notice by the Company, by written notice and the compensation to the which Executive after is entitled pursuant to Section 3.01 shall be paid up, in cash, through the last day of the six consecutive months of disability or the day on month in which the shorter periods of disability equal an aggregate of six monthsnotice is given, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance within five business days of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination date of such physician made in writing to the Company and the notice. In addition, Executive shall be final entitled to receive: (a) on or before the Payment Date (as hereinafter defined), in cash, all unpaid amounts, as of the date of such termination, in respect of any Bonus for any fiscal year of the Company ending before the fiscal year in which such termination occurs, which would have been payable had Executive remained in employment until the date (the "Payment Date") such Bonus would otherwise have been paid; (b) for 18 months from the date of termination (or, if earlier, until the date of his death), continued coverage (at the Company's expense) under the Company's welfare benefit and conclusive for all purposes of this Agreementinsurance programs, plans and practices, as provided in Section 4.01(c), or equivalent coverage; provided that if Executive is provided with comparable coverage by a successor employer, any such physician declines coverage by the Company shall cease; (c) all benefits and payments to make a determination which Executive has vested rights as to medical of the expiration of the Employment Period under disability, insurance and other employee benefit plans which provide for payments beyond the matter will be referred Employment Period; (d) a proportionate amount of Executive's then-current Base Salary to ENDISPUTE compensate Executive for resolutionany accrued but unpaid vacation time as of the date of the notice of termination, whereby ENDISPUTE shall select payable, in cash, within five business days of such notice; and (e) a single arbitrator fully vested supplemental retirement benefit, paid in one lump sum within five business days after such termination, calculated as provided in Exhibit B hereto, but adding two years to make a determination based upon the evidence number of years of "Benefit Accrual Service" and testimony submitted by such physician and no other expert testimony or medical evidence "Years of Service" actually credited pursuant to the Supplemental Executive Retirement Plan attached hereto as Exhibit B-1 (the "SERP") (for the purposes of the SERP, it shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent assumed that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount "Earnings" during such two additional years would have been equal to the pre-tax income which would have been required to produce projected Base Salary and Bonus for such payment free of tax years, based on the marginal rate further assumption that the Company attained all of its budgeted performance goals for such years) (the previous tax year provisions of this Section 6.04(e) shall take precedence over conflicting provisions of the Executive. Except SERP and shall survive the termination of this Agreement), and full acceleration of vesting and exercisability of any time-based stock options and time-vested equity-based awards granted to or purchased by Executive (i) as to continue to pay including without limitation all the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent DisabilityTime Vesting Restricted Shares" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the purchased by Executive under this Agreementthe Laminates Acquisition Co. Management Restricted Stock Program).

Permanent Disability. In the event the Executive shall fail because of illness, physical or mental disability or other incapacity, for a period of six consecutive months, or for shorter periods aggregating six months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ If ▇▇▇▇ ▇▇▇▇▇▇ shall become permanently incapacitated by reasons of sickness, accident, or other physical or mental disability (“Permanent Disability”) as defined hereunder during the Term of this Agreement, this Agreement and all obligations to ▇▇▇▇▇▇▇▇▇ shall cease except as provided below. Permanent Disability shall be determined in one of two ways: (1) ▇▇▇▇▇▇▇▇▇ shall be considered to be Permanently Disabled for purposes of this Agreement if he becomes entitled to Long-Term Disability benefits under the Company’s Long-Term Disability Plan, in which case, this Agreement and all obligations to ▇▇▇▇▇▇▇▇▇ shall cease except that for a period of twelve (12) months, the Company shall supplement ▇▇▇▇▇▇▇▇▇’▇ Long-Term Disability payments to the extent necessary for the Long-Term Disability payments plus the supplemental payments to equal ▇▇▇▇▇▇▇▇▇’▇ Base Pay as defined in Section 3.1 herein; (2) alternatively, if ▇▇▇▇▇▇▇▇▇ becomes permanently incapacitated and such incapacitation is certified by a physician chosen by the Company and reasonably acceptable to ▇▇▇▇▇▇▇▇▇ (if he is then able to exercise sound judgment), and ▇▇▇▇▇▇▇▇▇ shall therefore be unable to perform his normal duties hereunder, then the employment of ▇▇▇▇▇▇▇▇▇ hereunder and this Agreement may be terminated by ▇▇▇▇▇▇▇▇▇ or the Company upon thirty (30) days’ written notice to the other party following such certification. Should ▇▇▇▇▇▇▇▇▇ not acquiesce (or should he be unable to acquiesce) in the selection of the certifying doctor, a doctor chosen by ▇▇▇▇▇▇▇▇▇ (or if he is not then able to exercise sound judgment, by his spouse or personal representative) and reasonably acceptable to the Company shall be required to concur in the medical determination of incapacitation, failing which, the two doctors shall designate a third doctor whose decision shall be determinative as of the end of the calendar month in which such concurrence or third-doctor decision, as the case may be, is made. After the final certification is made and the 30-day written notice is provided, the Company shall pay to ▇▇▇▇▇▇▇▇▇, ▇▇▇ at such times as Base Salary provided for in Section 3.1 of this Agreement would normally be paid, ▇▇▇▇▇▇▇▇▇’▇ then-current Base Salary for a period of twelve (12) months. Under either determination of Permanent Disability, ▇▇▇ ▇▇▇▇▇▇▇ shall be paid the amount of Seventy-Five percent (75%) of the Incentive Target for the year in which disability is certified prorated to determine whether or not Permanent Disability existsthe last day worked. If no Incentive Target has been determined for the year in which final certification occurs, the last determined Incentive Target shall apply. Following termination pursuant to either of the above alternatives, any rights and benefits ▇▇▇▇▇▇▇▇▇ may have under the employee benefit plans and programs of the Company in which ▇▇▇▇▇▇▇▇▇ is a participant shall be determined in accordance with the terms and provisions of such plans and programs. All awards of restricted stock, stock options and any other benefits under any long-term incentive plans shall be handled in accordance with the terms of the relevant plan and agreements entered into between ▇▇▇▇▇▇▇▇▇ and the determination of Company with respect to such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreementawards.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall fail because be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of illnesshis termination of employment, in accordance with Section 3(a) and other applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any fiscal year ended prior to the date of his termination of employment, in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the fiscal year during which termination due to permanent disability occurred, based on the portion of the fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) reimbursement for financial counseling services under Section 5(b) hereof for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (v) his Base Salary at a rate equal to the highest rate during the past twelve (12) months for a period of one (1) year from the date of termination as a result of permanent disability, in accordance with Section 3(a) hereof (the “Disability Continuation Period”), paid in accordance with Section 6(j)(i) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); further provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(j)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(j), cash payments, to be paid in accordance with Section 6(j)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (v) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum the “Pension Replacement Payment”), (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(j) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or other incapacity, incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months, months or for shorter periods aggregating six (6) months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreement.

Permanent Disability. In the event of the Executive shall fail because Permanent -------------------- Disability (as defined below) of illnessEmployee, the Company, in its sole discretion, may elect either (i) to the extent feasible consistent with Employee's mental and physical or mental disability or condition and consistent with applicable law, to reassign Employee to other incapacity, for a period of six consecutive monthsduties within the Company that Employee is able to perform despite his Permanent Disability at the compensation and benefit levels commensurate with Employee's reassigned duties, or for shorter periods aggregating six months during any twelve-month period(ii) to terminate this Agreement and Employee's employment hereunder. In the event that the Company elects to terminate Employee as provided in clause (ii) above, to render the services provided for by this Agreement, then the Company shall, by written notice subject to following sentence, pay to Employee (A) within sixty (60) days after the date of such termination, all amounts of Base Salary and Bonus Compensation accrued pursuant to Section 4 above prior to the Executive after date of such termination, and (B) compensation on the last day basis of 60% of the six consecutive months then current Base Salary for the first ninety (90) days of such Permanent Disability and, thereafter, compensation on the basis of 60% of the then current Base Salary through the end of the Permanent Disability period. This benefit may be provided by the Company to Employee through the purchase of a disability or insurance policy that is contingent upon the day on which insurability of Employee; provided, however, that the shorter periods maximum premium that the Company shall be required to pay towards this benefit will not exceed US$100,000 per year. Notwithstanding the foregoing, all payments hereunder shall end upon the earlier to occur of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% attaining the age of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twentysixty-five percent (25%65) and the cessation of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not such Permanent Disability exists(whether as a result of recovery, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disabilityrehabilitation, the matter will be referred to ENDISPUTE for resolutiondeath or otherwise), whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such paymentsand, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written noticethereafter, the Company shall have no further obligation obligations to the Executive Employee under this Agreement. Additionally, if prior to the termination of the Company's obligation to make payments to Employee pursuant to this Section 6(a) Employee receives compensation for services rendered, whether as an employee or otherwise, such compensation shall reduce the payments due under this Section 6(a), dollar for dollar. Employee shall promptly inform the Company of all such compensation received by him on a monthly basis during such period.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall fail because be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of illnessher termination of employment, in accordance with Section 3(a) and other applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any fiscal year ended prior to the date of her termination of employment, in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had she remained in employment through the end of the fiscal year during which termination due to permanent disability occurred, based on the portion of the fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) reimbursement for financial counseling services under Section 5(b) hereof for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (v) her Base Salary at a rate equal to the highest rate during the past twelve (12) months for a period of one (1) year from the date of termination as a result of permanent disability, in accordance with Section 3(a) hereof (the “Disability Continuation Period”), paid in accordance with Section 6(j)(i) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); further provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(j)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(j), cash payments, to be paid in accordance with Section 6(j)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (v) the excess of the benefit that would have been received by the Executive had she been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum the “Pension Replacement Payment”),(provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(j) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or other incapacity, incapacity that renders the Executive incapable of performing the services required of her in accordance with her obligations under Section 2 hereof for a period of six (6) consecutive months, months or for shorter periods aggregating six (6) months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreement.

Permanent Disability. In the event of the permanent disability (as hereinafter defined) of Employee during the Term hereunder, the Corporation shall have the right, upon written notice to Employee, to terminate his employment hereunder, effective upon the giving of such notice. Upon such termination, the salary to which Employee would be otherwise entitled pursuant to Paragraph 4(a) hereof shall continue to be paid to Employee through the end of the month in which such termination occurs and Employee shall also be entitled to any bonus awarded to him under Paragraph 4(b) hereof but remaining unpaid as of the date of the termination. Executive shall fail because also be entitled to exercise the Option to the extent not then exercised in accordance with Paragraphs 5(b) and 5 (c) hereof; provided, however, that notwithstanding any such termination of illnessEmployee's employment hereunder due to the permanent disability of Employee, Employee shall be entitled to receive the Base Salary through the date which is eighteen months after the date of such termination. Employee shall accept such payments in full discharge and release of the Corporation of and from any further obligations under this Agreement, but Employee shall continue to have the obligations provided for in Paragraph 12 hereof. For purposes of this Paragraph 9, "permanent disability" shall be defined as (a) "permanent disability" within the meaning of the disability insurance policy or policies then maintained by the Corporation for the benefit of employees of the Corporation, or (b) if no such policy shall then be in effect, or if more than one such policy shall then be in effect in which the term "permanent disability" shall be assigned different definitions, then "permanent disability" shall be defined for purposes hereof to mean any physical or mental disability or other incapacity, incapacity which renders Employee incapable of fully performing the services required of him in accordance with his obligations under Paragraph 3 hereof for a period of six 120 consecutive months, days or for shorter periods aggregating six months 120 days during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreement.

Permanent Disability. In If prior to the event Expiration Date -------------------- the Executive shall fail because of illnessbecomes totally and permanently disabled (as defined in the Company's Long-Term Disability Plan applicable to senior executive officers ("LTD Plan") as in effect on May 27, physical or mental disability or other incapacity, for a period of six consecutive months, or for shorter periods aggregating six months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for 1993 ("Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90")) Holdings or the Company or Executive may terminate his employment on written notice thereof and (a) Executive shall continue to receive until the Expiration Date (or, if earlier, the end of his Permanent Disability or his death) amounts equal to no less than 50% of compensation less Executive's then annual Base Salary (or, if higher, 50% of $l0,000 500,000 plus 6% per month Following 12 months Fifty percent year, compounded annually, from January 1, 1996, to the January 1 immediately preceding such termination); provided, however, that any such payments shall be reduced but not below zero, by any benefits payable during such period to Executive under the LTD Plan; (50%b) the benefits under Section 5 hereof shall be paid out in accordance with their terms; (c) all unpaid amounts, as of the date of such termination, in respect of any bonus, including any bonus for any Fiscal Year ending before such termination which would have been payable had Executive remained in employment until the date such bonus would otherwise have been paid and including any bonus under Section 3.4, shall be paid; (d) any payment deferred by Executive, together with any applicable interest or other accruals thereon shall be paid; (e) Executive shall continue to be covered under Holdings' and the Company's employee benefit programs, plans and practices described in Section 4.1 (in the case of any plan meeting the requirements of Section 401(a) of the Code, only to the extent consistent with such requirements) hereof until the Expiration Date (or or, if lessearlier, the compensation balance end of the Employment Termhis Permanent Disability or his death) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to or Holdings or the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive will provide for all purposes of this Agreementequivalent coverage on an after-tax basis; provided that if Executive is provided with similar coverage by a successor employer, any such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted coverage by such physician and no other expert testimony Holdings or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall cease; (f) Executive shall have no further obligation such rights to payments under applicable plans or programs, including but not limited to those described in Sections 3.3 and 4.3, as may be determined pursuant to the Executive under terms of such plans or programs and this Agreement; and (g) all Options granted pursuant to Section 7.1 shall become immediately exercisable, and the transfer restrictions on the Purchased Stock as described in Section 7.2 shall thereupon lapse.

Permanent Disability. In the event the If (i) Executive shall fail for a period -------------------- of six consecutive months during the term of his employment hereunder, because of illness, physical or mental disability or other incapacity, for a period of six consecutive months, or for shorter periods aggregating six months during any twelve-month period, to render the services provided for by this AgreementAgreement or (ii) at such earlier time as Executive submits satisfactory medical evidence that he has an illness, then the Company shall, by written notice physical or mental disability or other incapacity which is expected to prevent him from returning to the Executive after the last day performance of the his work duties for six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for longer ("Permanent Disability" "). the company or Executive may terminate Executive's employment upon written notice thereof, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under this Section 6.2, and Executive shall receive or continue to receive, as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent the case may be: (50%a) of (or if less, the compensation balance within thirty days of the Employment Term) Balance date of Employment Twenty-five percent (25%) termination of Term compensation The Executive will use his reasonable best efforts Executive's employment pursuant to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced 6.2, a cash lump sum equal to the extent that such paymentsany compensation payments deferred by Executive, together with any applicable interest or other accruals thereon; (b) any unpaid amounts, as of the date of such termination, in respect of the Bonus for the Fiscal Year ending before such termination, which shall be payable on the date on which such Bonus is payable as specified in Section 3.3(a) hereof; (c) on the March 1 following the end of the Fiscal Year during which the termination of Executive's employment pursuant to this Section 6.2 occurs, an amount in respect of the Bonus for such Fiscal Year calculated on the basis specified in Section 3.3(b) hereof; (d) until his attainment of age 65 (or if earlier, the end of his Permanent Disability or his death), annual payments equal to no less than 60% of Executive's then annual Base Salary, it being acknowledged that the Company may obtain disability insurance as the vehicle to provide some or all of such disability benefit; (e) full coverage under the employee benefit programs, plans and practices described in Section 4.1 hereof until his attainment of age 65 (or, if earlier, the end of his Permanent Disability or his death); and (f) such rights to payments received by the Executive under any plan, program applicable plans or arrangementsprograms, including any payment but not limited to those described in Sections 3.6 and 4.1 hereof, as may be appropriate pursuant to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery terms of such written notice, the Company shall have no further obligation to the Executive under this Agreementplans or programs.

Permanent Disability. In the event of the "permanent disability" (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive's employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall fail because be entitled (i) to receive any amounts or benefits to which the Executive may otherwise have been entitled prior to the effective date of illnesstermination; (ii) to be paid his Base Salary under Section 3(a) hereof for a period of one (1) year from the effective date of termination; PROVIDED, HOWEVER, that the Company shall only be required to pay that amount of the Executive's Base Salary which shall not be covered by pension benefits or long-term disability payments, if any, to the Executive under any Company plan or arrangement and (iii) to receive a pro-rata portion of the annual bonus that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination due to permanent disability occurred. In addition, upon termination for permanent disability, the Executive shall continue to participate in any and all pension, insurance and other benefit plans and programs of the Company during the period the Executive is continuing to receive his Base Salary in accordance with this Section 6(a). Thereafter, the Executive's rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs; PROVIDED, HOWEVER, that, except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3(b) and 4 hereof. For purposes of this Section 6(a), "permanent disability" means any disability as defined under the Company's applicable disability insurance policy or, if no such policy is available, any physical or mental disability or other incapacity, incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months, months or for shorter periods aggregating six (6) months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreement.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive shall fail because during the Term of illnessEmployment, physical or mental disability or other incapacity, for a period of six consecutive months, or for shorter periods aggregating six months during any twelve-month period, to render the services provided for by this Agreement, then the Company shallshall have the right, by upon written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six monthsExecutive, reduce to terminate the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% ’s employment hereunder, effective upon the giving of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of such notice (or if less, such later date as shall be specified in such notice). In the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination event of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written noticetermination, the Company shall have no further obligation obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of their termination of employment, in accordance with the terms of this Agreement (ii) bonus compensation earned but not paid under this Agreement that relates to any fiscal year ended prior to the date of their termination of employment; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had the Executive remained in employment through the end of the fiscal year during which termination due to permanent disability occurred, based on the portion of the fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) reimbursement for financial counseling services under Section 6(b) hereof for a period of one (1) year from the date of termination, paid in accordance with Section 5(b) hereof (provided, that no such payment shall be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (v) their Base Salary at a rate equal to the highest rate during the past twelve (12) months for a period of one (1) year from the date of termination as a result of permanent disability, paid in accordance with Section 3(a) hereof (the “Disability Continuation Period”), and Section 7(j)(i) hereof (provided, that such payments shall not commence prior to the sixtieth (60th) day following the Executive’s date of termination); further provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under this Agreementany Company plan or arrangement.

Permanent Disability. In the event the Executive shall fail because If, as a result of illness, Executive's incapacity due to physical or mental disability or other incapacityillness, Executive shall have been absent from his duties with the Company on a full-time basis for a period of six consecutive monthsmonths (either such situation, or for shorter periods aggregating six months herein referred to as "Permanent Disability") during any twelve-month period, to render the services provided for by this AgreementEmployment Period, then Executive's employment shall terminate on the Company shallgiving of notice by the Company, by written notice and the compensation to the which Executive after is entitled pursuant to Section 3.01 shall be paid up, in cash, through the last day of the six consecutive months of disability or the day on month in which the shorter periods of disability equal an aggregate of six monthsnotice is given, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance within five business days of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination date of such physician made in writing to the Company and the notice. In addition, Executive shall be final entitled to receive: (a) on or before the Payment Date (as hereinafter defined), in cash, all unpaid amounts, as of the date of such termination, in respect of any Bonus for any fiscal year of the Company ending before the fiscal year in which such termination occurs, which would have been payable had Executive remained in employment until the date (the "Payment Date") such Bonus would otherwise have been paid; (b) for 18 months from the date of termination (or, if earlier, until the date of his death), continued coverage (at the Company's expense) under the Company's welfare benefit and conclusive for all purposes of this Agreementinsurance programs, plans and practices, as provided in Section 4.01(c), or equivalent coverage; provided that if Executive is provided with comparable coverage by a successor employer, any such physician declines coverage by the Company shall cease; (c) all benefits and payments to make a determination which Executive has vested rights as to medical of the expiration of the Employment Period under disability, insurance and other employee benefit plans which provide for payments beyond the matter will be referred Employment Period; (d) a proportionate amount of Executive's then-current Base Salary to ENDISPUTE compensate Executive for resolutionany accrued but unpaid vacation time as of the date of the notice of termination, whereby ENDISPUTE shall select payable, in cash, within five business days of such notice; and (e) a single arbitrator fully vested supplemental retirement benefit, paid in one lump sum within five business days after such termination, calculated as provided in Exhibit B hereto, but adding two years to make a determination based upon the evidence number of years of "Benefit Accrual Service" and testimony submitted by such physician and no other expert testimony or medical evidence "Years of Service" actually credited pursuant to the Supplemental Executive Retirement Plan attached hereto as Exhibit B-1 (the "SERP") (for the purposes of the SERP, it shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent assumed that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount "Earnings" during such two additional years would have been equal to the pre-tax income which would have been required to produce projected Base Salary and Bonus for such payment free of tax years, based on the marginal rate further assumption that the Company attained all of its budgeted performance goals for such years) (the previous tax year provisions of this Section 6.04(e) shall take precedence over conflicting provisions of the Executive. Except SERP and shall survive the termination of this Agreement), and full acceleration of vesting and exercisability of any time-based stock options and timevested equity-based awards granted to or purchased by Executive (i) as to continue to pay including without limitation all the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent DisabilityTime Vesting Restricted Shares" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the purchased by Executive under this Agreementthe Laminates Acquisition Co. Management Restricted Stock Program).

Permanent Disability. In the event of the "permanent disability" (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive's employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Executive shall fail because be entitled (i) to receive any amounts or benefits to which the Executive may otherwise have been entitled but for the Executive's permanent disability prior to the effective date of illnesstermination; (ii) to be paid his Base Salary as established under Section 3(a) hereof for a period of one (1) year from the effective date of termination; provided, however, that the Company shall only be required to pay that amount of the Executive's Base Salary which shall not be covered by pension benefits or long-term disability payments, if any, to the Executive under any Company plan or arrangement; and (iii) to receive a pro-rata portion of the annual bonus that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination due to permanent disability occurred. In addition, upon termination for permanent disability, the Executive shall continue to participate in any and all pension, insurance and other benefit plans and programs of the Company during the period the Executive is continuing to receive his Base Salary in accordance with this Section 6(a). Thereafter, the Executive's rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs; provided, however, that, except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3(b) or 4 hereof. For purposes of this Section 6(a), "permanent disability" means any disability as defined under the Company's applicable disability insurance policy or, if no such policy is available, any physical or mental disability or other incapacity, incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months, months or for shorter periods aggregating six (6) months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreement.

Permanent Disability. In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall fail because be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of illnesshis termination of employment, in accordance with Section 3(a) and other applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any fiscal year ended prior to the date of his termination of employment, in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the fiscal year during which termination due to permanent disability occurred, based on the portion of the fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) reimbursement for financial counseling services under Section 5(b) hereof for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (v) his Base Salary at a rate equal to the highest rate during the past twelve (12) months for a period of one (1) year from the date of termination as a result of permanent disability, in accordance with Section 3(a) hereof (the “Disability Continuation Period”), paid in accordance with Section 6(j)(i) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); further provided, however, that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term disability payments or benefits, if any, to the Executive under any Company plan or arrangement. In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(j)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(j), cash payments, to be paid in accordance with Section 6(j)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (v) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum the “Pension Replacement Payment”), (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination). Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or other incapacity, incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months, months or for shorter periods aggregating six (6) months during any twelve-month period, to render the services provided for by this Agreement, then the Company shall, by written notice to the Executive after the last day of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreement.

Permanent Disability. In the event If the Executive becomes totally and -------------------- permanently disabled (as defined in the Company's Long-Term Disability Benefit Plan applicable to senior executive officers as in effect at the time Executive's disability is incurred) ("Permanent Disability"), the Company may terminate Executive's employment (but not before Executive's sick leave benefits have been exhausted as provided in Section 4.1) or Executive may terminate his employment, in either case on written notice thereof, and Executive shall fail because receive or commence receiving, as soon as practicable: (i) amounts payable pursuant to the terms of illnessall disability insurance policies or similar arrangements which the Company maintains during the term hereof; (ii) the Vacation Payment and the Compensation Payment; (iii) such payments and coverage under applicable plans, physical programs or mental disability or other incapacitypractices, for a period of six consecutive monthsincluding but not limited to those referred to in Sections 3.2, or for shorter periods aggregating six months during any twelve-month period3.3, 4.1 and 4.3 hereof, to render which he is entitled pursuant to the services provided for terms of such plans, programs or practices as required to be modified with respect to Executive by this Agreement, then ; (iv) the term life insurance coverage as provided in Section 4.1; (v) additional years of service credit equal to the Continuation Period (rounded up to the nearest whole number of years) under the qualified and nonqualified defined benefit retirement plans of the Company shall, by written notice in which Executive participates at the time of termination to the Executive after extent not already required to be credited thereunder; provided, however, -------- ------- that in the last day case of a qualified defined benefit retirement plan, the present value, determined as provided in Section 6.1(a)(ii), of the six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or additional benefit Executive would have accrued if less, the compensation balance of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability exists, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive he had been credited for all purposes with the additional years of this Agreementservice under such plan will be paid in a lump sum in cash (the "Qualified Plan Payment"); provided and provided, -------- further, that benefit payments under any nonqualified defined benefit ------- retirement plan will not commence to be paid until the end of the Continuation Period or, if such physician declines to make a determination as to medical disabilitylater, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select date Executive elects retirement thereunder; and (vi) a single arbitrator to make a determination based upon lump sum cash payment (the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced "Disability Payment") equal to the extent that such payments, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(bsum of (A) exceed the Executive's Base Salary; provided that if disability payments are received target Bonus Plan awards in accordance with Section 3.2 granted in respect of the fiscal year in which are free termination occurs prorated for the number of federal income tax. The payments provided for days in this Section s shall be reduced by the fiscal year until termination occurs and (B) an amount equal to his target annual bonus pursuant to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate Bonus Plan for the previous tax year full and partial years in the Continuation Period discounted to present value (using the IRS applicable federal rate in effect under Section 1274(d) of the ExecutiveCode, at the time of termination). Except (i) as to continue to pay the In addition, all of Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" stock options shall become exercisable and all restrictions pertaining to the Executive restricted stock or (ii) as otherwise provided in this Section 5, upon delivery of such written noticeother equity awards shall lapse. The Vacation Payment, the Compensation Payment, the Disability Payment and the Qualified Plan Payment due Executive shall be paid by the Company shall have no further obligation to Executive within 20 days after the Executive under this Agreementtermination of Executive's employment.

Permanent Disability. In the event the If (i) Executive shall fail for a period of six consecutive months during the term of his employment hereunder, because of illness, physical or mental disability or other incapacity, for a period of six consecutive months, or for shorter periods aggregating six months during any twelve-month period, to render the services provided for by this Agreement, then Agreement or (ii) at such earlier time as Executive or the Company shallsubmits satisfactory medical evidence that Executive has an illness, by written notice physical or mental disability or other incapacity which is expected to prevent him from returning to the Executive after the last day performance of the his work duties for six consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for longer ("Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less"), the compensation balance Company or Executive may terminate Executive's employment upon written notice thereof, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employment Term) Balance of Employment Twenty-five percent (25%) of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability existsExecutive's employment under this Section 6(c), and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes receive or continue to receive, as the case may be: (i) as soon as practicable after the date of this Agreement; provided that if such physician declines termination of Executive's employment pursuant to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced 6(c), a cash lump sum equal to the extent that such paymentsany compensation payments deferred by Executive, together with any disability payments applicable interest or other accruals thereon; (ii) any unpaid amounts, as of the date of such termination, in respect of the Bonus for the Fiscal Year ending before such termination, which shall be payable on the date on which such Bonus is payable as specified in Section 3(c)(i)(A) hereof; (iii) on the November 1 following the end of the Fiscal Year during which the termination of Executive's employment pursuant to this Section 6(c) occurs, an amount in respect of the Bonus for such Fiscal Year calculated on the basis specified in Section 3(c)(i)(B) hereof; (iv) until the end of the term contemplated by this Agreement (or, if earlier, the end of Executive's Permanent Disability or upon his death), annual amounts equal to no less than 60% of Executive's then annual Base Salary, reduced by any amounts received by the Executive under any plan, program disability insurance policies with respect to which the Company paid the premiums; and (v) such rights to payments under applicable plans or arrangementsprograms, including any payment but not limited to those described in Section 3(d) hereof, as may be appropriate pursuant to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery terms of such written notice, the Company shall have no further obligation to the Executive under this Agreementplans or programs.

Permanent Disability. In the event of the Executive shall fail because Permanent Disability -------------------- (as defined below) of illnessEmployee, the Company, in its sole discretion, may elect either (i) to the extent feasible consistent with Employee's mental and physical or mental disability or condition and consistent with applicable law, to reassign Employee to other incapacityduties within the Company that Employee is able to perform despite his Permanent Disability at the compensation and benefit levels commensurate with Employee's reassigned duties, for unless that compensation level is less than the amount payable in the event of a period of six consecutive monthstermination pursuant to the following sentence, or for shorter periods aggregating six months during any twelve-month period(ii) to terminate this Agreement and Employee's employment hereunder. In the event that the Company elects to terminate Employee as provided in clause (ii) above, to render the services provided for by this Agreement, then the Company shall, by written notice subject to following sentence, pay to Employee (A) within sixty (60) days after the date of such termination, all amounts of Base Salary accrued pursuant to Section 4 above prior to the Executive after date of such termination, and (B) compensation on the last day basis of 65% of the six consecutive months then current Base Salary for the first ninety (90) days of such Permanent Disability and, thereafter, compensation on the basis of 50% of the then current Base Salary through the end of the Permanent Disability period. This benefit may be provided by the Company to Employee through the purchase of a disability or insurance policy that is contingent upon the day on which insurability of Employee. Notwithstanding the shorter periods foregoing, all payments hereunder shall end upon the earlier to occur of disability equal an aggregate of six months, reduce the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% attaining the age of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if less, the compensation balance of the Employment Term) Balance of Employment Twentysixty-five percent (25%65) and the cessation of Term compensation The Executive will use his reasonable best efforts to cooperate with any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not such Permanent Disability exists(whether as a result of recovery, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disabilityrehabilitation, the matter will be referred to ENDISPUTE for resolutiondeath or otherwise), whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such paymentsand, together with any disability payments received by the Executive under any plan, program or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written noticethereafter, the Company shall have no further obligation obligations to the Executive Employee under this Agreement. Additionally, if prior to the termination of the Company's obligation to make payments to Employee pursuant to this Section 6(a) Employee receives compensation for services rendered, whether as an employee or otherwise, such compensation shall reduce the payments due under this Section 6(a), dollar for dollar. Employee shall promptly inform the Company of all such compensation received by him on a monthly basis during such period.

Permanent Disability. (a) In the event Executive becomes eligible for benefits under the Company's Short Term Disability Plan and/or the Company's Long Term disability Plan (collectively, the "Disability Plans"), Executive's disability benefit will be determined under the appropriate Disability Plan except that Executive's disability benefit shall be equal to 100% of his base salary (as in effect immediately prior to the disability) subject to offsets as provided under the appropriate Disability Plan. Disability benefits shall be paid for twenty four 24 months (at which time Executive will attain his Retirement Date in accordance with Section 5(d)(i)(III)), but in no event shall disability benefits be paid following (i) the date Executive is no longer disabled within the meaning of the appropriate Disability Plan or (ii) Executive's attainment of age 65. (b) The event of the Executive shall fail because of illness, physical or mental disability or other incapacity, becoming eligible for benefits under the Company's Long Term Disability Plan is not a period of six consecutive months, or for shorter periods aggregating six months during any twelve-month period, termination under Section 6.1(a) entitling Executive to render the services provided for by Compensation Continuance under this Agreement. If, then however, Executive becomes eligible for benefits under the Company shallCompany's Long Term Disability Plan during his Compensation Period, the amount of Compensation Continuance shall be reduced during the Compensation Period by written notice the amount of disability benefits payable to the Executive. The period during which disability benefits are paid to Executive after the last day (in accordance with Section 6.2(a) hereof) shall be recognized as Service for purposes of the six consecutive months determining Executive's SERP Benefits pursuant to Section 5 hereof. All other provisions of disability or the day on which the shorter periods of disability equal an aggregate of six months, reduce this Agreement shall remain in effect notwithstanding the Executive's compensation hereunder for "Permanent Disability" as follows: First Six Months No Reduction Following 18 months 90% of compensation less $l0,000 per month Following 12 months Fifty percent (50%) of (or if lessdisability including, without limitation, , the compensation balance terms of any applicable plans, including, but not limited to, those described in Sections 3.3, 4.1, 4.2, 4.3 and 4.4 hereof, and all unpaid amounts, as of the Employment Term) Balance date of Employment Twenty-five percent (25%) such disability, in respect of Term compensation The Executive will use his reasonable best efforts any bonus, including any bonus payable for any fiscal year ending prior to cooperate with such disability and including any physician referred to the Company by the physicians referral service of the Columbia Presbyterian Medical Center of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to determine whether or not Permanent Disability existsbonus under Section 3.4, and the determination of such physician made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement; provided that if such physician declines to make a determination as to medical disability, the matter will be referred to ENDISPUTE for resolution, whereby ENDISPUTE shall select a single arbitrator to make a determination based upon the evidence and testimony submitted any payment deferred by such physician and no other expert testimony or medical evidence shall be permitted or considered by such arbitrator. Any payments provided for in this Section 5 shall be reduced to the extent that such paymentsExecutive, together with any disability payments received by the Executive under any plan, program applicable interest or arrangements, including any payment to the employee under Section 3.1(b) exceed the Executive's Base Salary; provided that if disability payments are received which are free of federal income tax. The payments provided for in this Section s shall be reduced by an amount equal to the pre-tax income which would have been required to produce such payment free of tax based on the marginal rate for the previous tax year of the Executive. Except (i) as to continue to pay the Executive's medical insurance premiums for a period of 18 months following delivery of the written notice of "Permanent Disability" to the Executive or (ii) as otherwise provided in this Section 5, upon delivery of such written notice, the Company shall have no further obligation to the Executive under this Agreementother accruals thereon.