Common use of Termination Due to Death or Disability Clause in Contracts

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event the Executive’s employment with the Company is terminated due to his death or disability, the Executive, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Company.

Termination Due to Death or Disability. The Term of Employment (i) This Agreement shall be terminated immediately automatically terminate upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the ExecutiveEmployee. In addition, if any disability or incapacity of Employee to perform his duties as the event the Executiveresult of any injury, sickness or physical, mental or emotional condition continues for a period of ninety (90) consecutive days in any calendar year (“Disability”), then Employer or Employee may terminate Employee’s employment with due to such Disability upon written notice to the Company other party. (ii) During the Term, if Employee’s employment is terminated due to his death or disabilityDisability, then Employee (or Employee’s estate, in the Executiveevent of Employee’s death) shall be entitled to receive: (A) all Base Salary and other benefits accrued hereunder through the date of such termination; (B) reimbursement of expenses pursuant to Section 4(c); and (C) a severance amount equal to two and one half (2 1/2) times Employee’s annual Base Salary, as in effect immediately prior to the date of such termination. The severance payment to be paid under clause (C) of this Section 5(c)(ii) shall be paid in a lump sum cash payment within five (5) days following the termination of Employee’s employment due to Disability or death, whichever is applicable. (iii) Upon any termination under this Section 5(c), all stock options, restricted stock awards or issuances and other rights to acquire any capital stock of Employer granted or provided to Employee (if any), which are subject to vesting or any right of repurchase, will immediately vest in full and all rights to repurchase will lapse in their entirety. Employer shall ensure that any and all applicable stock option/stock issuance plans and other relevant plans and agreements that are contrary to the foregoing sentence, whether now in existence or hereinafter arising, will conform to the preceding sentence. Also, Employer shall ensure that, with respect to any stock options granted by Employer to Employee after the date hereof, such stock options shall provide that, upon any termination under this Section 5(c), Employee or his estate or his beneficiariesother person entitled to exercise such stock option following Employee’s death, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: exercise such stock option for not less than three (i3) Base Salary through years after the date of death or termination (but in no event after the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary expiration of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 original term of the prior year (but not yet paidstock option), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Company.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event of the termination of Executive’s 's employment with the Company is terminated due to his death or disabilityDisability during the Employment Term or Transition Period, the Executive (or Executive, his 's estate or his beneficiaries, as the case may be, shall other beneficiary) will be entitled to receive the following payments and their sole remedies under this Agreement shall bebenefits: (i) Base Salary any Accrued Compensation; (ii) only if such death or Disability occurs during the Employment Term, a pro rated incentive bonus for the year of termination, determined by multiplying (A) the target annual incentive bonus for the year, or if no target annual incentive bonus was established for the year, the highest incentive bonus earned within the preceding three years, by (B) a fraction, the numerator of which is the number of days from the beginning of the calendar year through the date of death or termination, and the Commencement Date, as the case may bedenominator of which is 365, which amount shall be paid in a single lump sum 15 within ten days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination date of employment by reason of disabilitytermination; (iii) elimination full and immediate vesting of all restrictions on the Option and any Restricted Share Grants outstanding stock options or deferred stock other equity-based awards outstanding at the time of his deathand, or the Commencement Date, as in the case may be;of the Option and such other stock options or equity-based awards, the continued right to exercise the options (or other awards) for at least 12 months following the date of termination, but in no event beyond the expiration of the stated term of such option (or other award); and (iv) immediate vesting Benefit Continuation Coverage, where applicable, for Executive and/or Executive's spouse for their lifetimes and, in the case of all outstanding stock options and Executive's eligible dependents, until such dependent's attainment of the right to exercise such stock options as is provided in any stock option award agreement maximum age up to which the Executive is a party; (v) Company's plan, as then in effect, covers dependents of Company employees; provided that the cost of such coverage during the then remaining balance of any Annual Incentive Awards earned the Contract Term shall be split between Company and Executive, or as applicable his spouse and/or dependents, in the same ratio as the cost-sharing in effect under the Company's policies and procedures for Company executives at that time, and the cost of December 31 such coverage after the expiration of the prior year (but not yet paid), which Contract Term shall be paid in borne 100% by Executive, or as applicable his spouse and/or dependents. If and to the extent such Benefit Continuation Coverage is not permitted by the applicable plan or by applicable law, Executive, or as applicable his spouse and/or dependents, will instead be entitled to cash payments sufficient to reimburse Executive and/or Executive's spouse and eligible dependents, on an after-tax basis, for a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs proportionate amount of the Companyreasonable cost of comparable individual or other replacement coverage through the end of the Contract Term.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon In the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) event of the Executive. In the event 's death or a termination of the Executive’s 's employment with by the Company is terminated due to his death the Executive's Disability, in addition to any other compensation or disabilitybenefits payable pursuant to this Agreement or otherwise, the Executive, his estate Executive or his beneficiarieslegal representative, as the case may be, shall be entitled to and their sole remedies under this Agreement shall beto: (ia) Base Salary through at the date of death or the Commencement Date, as the case may be, which shall be paid rate in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding effect at the time of his termination, through (x) in the case of death, or for a period of 12 months following the Commencement Datetermination of employment, as and (y) in the case may beof Disability, for the period between the date of his termination and the date by which the Special Long-Term Disability Plan has commenced paying its benefits; (ivb) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (bonus awarded but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vic) settlement a Pro Rata Bonus for the fiscal year in which death or Disability occurs; (d) any deferred bonuses including interest or other credits on the deferred amounts; (e) reimbursement for expenses incurred but not paid prior to such termination of all deferred compensation arrangements employment; (f) in accordance with the case of death, the Executive’s duly executed Deferral Election Forms; and (vii) 's beneficiary's rights to other or additional compensation and benefits then due or earned, payable as may be provided in accordance with applicable plans and programs of the CompanyCompany shall be determined according to the terms and provisions of such plans and programs; and (g) in the case of Disability, the Company shall continue the Executive's health and welfare benefits at the level in effect on the date of termination through the end of the 36th month following the termination of the Executive's employment or provide the economic equivalent thereof, and the Executive's rights to other compensation and benefits as may be provided in applicable plans and programs of the Company shall be determined according to the terms and provisions of such plans and programs.

Termination Due to Death or Disability. The Term Unless otherwise terminated earlier pursuant to the terms of Employment this Agreement, the Employee’s employment under this Agreement shall be terminated immediately terminate upon either the Employee’s death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the ExecutiveDisability. In the event of the ExecutiveEmployee’s death or Disability, the Company shall pay to the Employee (or his estate, as applicable) (i) the Employee’s earned but unpaid Base Salary through and including the date of termination and any other amounts or benefits required to be paid or provided by law or under any plan, program or policy of the Company (the “Other Accrued Compensation and Benefits”), within thirty (30) days of termination of the Employee’s employment with and (ii) any bonus otherwise payable for a fiscal year, prorated based upon the Company number of days elapsed from the beginning of that fiscal year relative to the number of days in the full fiscal year. Such bonus will be payable on the earlier of (1) March 31 following the end of the fiscal year upon which such bonus was calculated and (2) the date two weeks after the completion of the Company’s audited financial statements for such fiscal year; provided that, in no event shall such bonus be paid earlier than thirty (30) days prior to the March 31 date described herein. Such bonus will be subject to downward adjustment if the asset value upon which the bonus was calculated is terminated due greater than the asset value reflected in the Company’s audited financial statements for such fiscal year. For purposes of this Agreement, “Disability” means that the Employee, because of physical or mental disability or incapacity, is unable to his death or disability, perform the Executive, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies Employee’s duties for an aggregate of 180 working days during any twelve (12) month period. All questions arising under this Agreement shall be: (i) Base Salary through regarding the date of death Employee’s disability or the Commencement Date, as the case may be, which incapacity shall be paid in determined by a single lump sum 15 days following reputable physician mutually selected by the Executive’s death or Company and the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding Employee at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 question arises. The determination of the prior year (but not yet paid), which physician selected pursuant to the above provisions of this Section 4(a) as to such matters shall be paid in a single lump sum and in accordance with conclusively binding upon the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the CompanyParties.

Termination Due to Death or Disability. The Term Company may terminate the Employee’s employment hereunder due to the Employee’s inability to render, for a period of Employment shall be terminated immediately upon three consecutive months or an aggregate of any one hundred twenty (120) days within any six (6) month period, services hereunder by reason of permanent disability, as determined by the death or disability written medical opinion of an independent medical physician selected in good faith by the Company (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive“Disability”). In the event of the ExecutiveEmployee’s death or a termination of the Employee’s employment with by the Company is terminated due to his death or disabilityDisability, the ExecutiveEmployment Period shall end and the Employee, his Employee’s estate or his beneficiariesEmployee’s legal representative, as the case may be, shall only be entitled to and their sole remedies under this Agreement shall be: (i) (a) any Base Salary through the date of death accrued or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options annual bonus awarded and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid)paid as of the actual date of termination of the Employee’s employment with the Company, which shall and (b) any other compensation and benefits as may be paid in a single lump sum and provided in accordance with the terms and provisions of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with any applicable plans and programs of the Company; and (ii) in the case of Disability, (a) continuation of payment of the Employee’s Base Salary if any, as set forth in Section 4(a) above, until the Employee commences to receive payments under the Company’s long-term disability plan, (b) continuation of the health and welfare benefits of the Employee, as set forth in Section 4(c) above (except for Disability Insurance), or the economic equivalent thereof, at the same cost and level in effect on the date of termination for one (1) year after the date of termination and (c) the right to exercise immediately that proportion of the stock options (rounded up to the nearest whole number of shares) granted to the Employee which would become exercisable on or before the next scheduled anniversary date of this Agreement immediately following the date of termination of the Employee’s employment with the Company due to Disability which is equal to the number of days worked by the Employee from, but excluding, the anniversary date immediately preceding such termination date to, and including, such termination date divided by 365 days.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event the Executive’s employment with the Company is terminated due to his death or disability, the Executive, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment due to death pursuant to Section 4(a)(i) or by reason of disability; the Company due to Disability pursuant to Section 4(a)(ii), in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 23 and Section 5(d) and subject (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as except in the case may be; (ivof death or a Disability so severe as to make such execution impossible) immediate vesting to the Executive’s execution and non-revocation of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and Release in accordance with the terms of such awards;Section 23(c): (vii) settlement Pay to the Executive an amount equal to the product of all deferred compensation arrangements (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable Bonus Vesting Date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of days elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) 365. Any amount payable pursuant to this Section 5(c)(i) shall, subject to Section 23 and Section 5(d), be paid to the Executive in accordance with Section 3(b) as if the Executive’s duly executed Deferral Election FormsExecutive was still employed on the applicable Bonus Vesting Date in respect of the fiscal year in which the Date of Termination occurs, but in no event later than the 15th day of the third month of the fiscal year immediately following the fiscal year in which the Date of Termination occurs; and (viiii) other Notwithstanding any provision to the contrary in any equity plan or additional benefits then due or earnedaward agreement with respect to equity awards, payable cause (A) with respect to the Retention RSUs and all Annual Equity Awards subject to service-based vesting, each such award to become fully vested, and (B) with respect to all Annual Equity Awards subject to performance-based vesting, each such award to shall continue to be eligible to become vested in accordance with applicable plans and programs of the Companyits terms based on actual performance.

Termination Due to Death or Disability. The Term In the event of Employment the Executive’s death, the Executive’s employment shall be terminated immediately upon automatically cease and terminate as of the death date of death. If the Executive shall become incapacitated by reason of sickness, accident or disability (other physical or mental disability, as such term incapacitation is defined under certified in writing by a physician chosen by the Company and reasonably acceptable to the Executive (or his spouse or representative if in the Company’s Long-Term Disability Planreasonable determination the Executive is not then able to exercise sound judgment), and shall therefore be unable to perform his duties hereunder for a period of either (i) one hundred twenty consecutive days, or (ii) more than six months in any twelve month period, with reasonable accommodation as required by law, then to the extent consistent with applicable law, the Executive shall be considered “Disabled” and the employment of the ExecutiveExecutive hereunder and this Agreement may be terminated by the Executive or the Company upon thirty (30) days’ written notice to the other party following such certification. In the event of the termination of employment due to the Executive’s employment with the Company is terminated due to his death or disability, the Executive, Executive or his estate or his beneficiaries, as the case may be, legal representatives shall be entitled to and their sole remedies under this Agreement shall bereceive: (i) payment for all accrued but unpaid Base Salary through as of the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment; (ii) reimbursement for expenses incurred by the Executive pursuant to Section 5(b) up to and including the date on which employment by reason of disabilityis terminated; (iii) elimination any earned benefits to which the Executive may be entitled as of all restrictions on the date of termination pursuant to the terms of any Restricted Share Grants compensation or deferred stock awards outstanding benefit plans (including, for the avoidance of doubt, any equity plans) to the extent permitted by such plans (with the payments described in subsections (i) through (iii) of this Section 6(a), in each case payable at the time of his deaththey would have been payable but for such termination, or collectively called the Commencement Date, as the case may be“Accrued Payments”); (iv) immediate vesting of all outstanding stock options and any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a partyemployment termination date; (v) if employment termination occurs prior to the balance end of any Annual Incentive Awards earned as of December 31 of fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by the prior total annual business days) determined and paid based on actual performance achieved for that fiscal year against the performance goals for that fiscal year, at the time such annual incentive bonuses are paid to the Company’s other senior executives (but not yet paidin any event no later than March 15 following the year in which the employment termination occurs), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Company.

Termination Due to Death or Disability. The Term If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event the and Executive’s employment with shall automatically cease and terminate as of the Company is terminated due to his date of Executive’s death or disabilitythe date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the Executive, his estate or his beneficiaries“Disability Date”), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or her estate shall be entitled to and their sole remedies under this Agreement shall bereceive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary through as of the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason hereunder and (y) any earned but unpaid annual incentive compensation in respect of disability;the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (iiiii) elimination a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, she shall, so long as her Permanent Disability continues, remain eligible for all restrictions on benefits provided under any Restricted Share Grants or deferred stock awards outstanding long-term disability programs of the Company in effect at the time of his deathsuch termination, or subject to the Commencement Dateterms and conditions of any such programs, as the case same may be; (iv) immediate vesting of be changed, modified, or terminated for or with respect to all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs senior management personnel of the Company.

Termination Due to Death or Disability. The Term If Employee dies or becomes -------------------------------------- Permanently Disabled during the Period of Employment, the Period of Employment and Employee's employment shall automatically cease and terminate as of the date of Employee's death or the date of Permanent Disability (which date shall be terminated immediately upon determined by the death Qualified Physician or disability (by agreement, under Section 6(a) above, and referred to as such term is defined under the Company’s Long-Term "Disability Plan) of the Executive. In the event the Executive’s employment with the Company is terminated due to his death or disability, the Executive, his estate or his beneficiariesDate"), as the case may be. In the event of the termination of the Period of Employment and Employee's employment hereunder due to Employee's death or Permanent Disability, Employee or his estate shall be entitled to and their sole remedies under this Agreement shall bereceive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Employee's employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Employee's termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Employee's termination of employment hereunder (the "Earned/Unpaid Annual Bonus"); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Employee would have been entitled to receive pursuant to Section 3(b) in respect of the fiscal year in which termination of Employee's employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s Employee's termination of employment, payable when such annual incentive would otherwise have been payable had Employee's employment by reason of disability;not terminated; and (iii) elimination such employee benefits described in Sections 4(a), 4(b) and 4(c) ("Employee Benefits"), if any, as to which Employee may be entitled under the employee benefit plans and arrangements of the Company. Notwithstanding any other provision of this Agreement, following such termination of Employee's employment due to Employee's death or Permanent Disability, except as set forth in Sections 6(b) and 6(c) and the Company's obligations under Section 5, and except for Employee's rights (if any) under the plans, arrangements and programs referenced in Sections 3(b), 3(c) and 4, Employee shall have no further rights to any compensation or other benefits under this Agreement. In the event Employee's employment is terminated on account of Employee's Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all restrictions on benefits provided under any Restricted Share Grants or deferred stock awards outstanding long-term disability programs of the Company in effect at the time of his deathsuch termination, or subject to the Commencement Dateterms and conditions of any such programs, as the case same may be; (iv) immediate vesting of be changed, modified, or terminated for or with respect to all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs senior management personnel of the Company.

Termination Due to Death or Disability. The Term If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event the and Executive’s employment with shall automatically cease and terminate as of the Company is terminated due to his date of Executive’s death or disabilitythe date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the Executive, his estate or his beneficiaries“Disability Date”), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or her estate shall be entitled to and their sole remedies under this Agreement shall bereceive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary through as of the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason hereunder; (y) one times her then current base salary; and (y) any earned but unpaid annual incentive compensation in respect of disability;the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (iiiii) elimination a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, she shall, so long as her Permanent Disability continues, remain eligible for all restrictions on benefits provided under any Restricted Share Grants or deferred stock awards outstanding long-term disability programs of the Company in effect at the time of his deathsuch termination, or subject to the Commencement Dateterms and conditions of any such programs, as the case same may be; (iv) immediate vesting of be changed, modified, or terminated for or with respect to all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs executive officers of the Company.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon In the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) event of the Executive's death, Executive's employment shall automatically cease and terminate as of the date of death. If Executive shall become incapacitated by reason of sickness, accident or other physical or mental disability, as such incapacitation is certified in writing by a physician chosen by the Company and reasonably acceptable to Executive (or his spouse or representative if in the Company's reasonable determination Executive is not then able to exercise sound judgment), and shall therefore be unable to perform his duties hereunder for a period of either (i) one hundred twenty consecutive days, or (ii) more than six months in any twelve month period, with reasonable accommodation as required by law, then to the extent consistent with applicable law, Executive shall be considered “Disabled” and the employment of Executive hereunder and this Agreement may be terminated by Executive or the Company upon thirty (30) days' written notice to the other party following such certification. In the event of the Executive’s termination of employment with the Company is terminated due to his Executive's death or disability, the Executive, Executive or his estate or his beneficiaries, as the case may be, legal representatives shall be entitled to and their sole remedies under this Agreement shall bereceive: (i) payment for all accrued but unpaid Base Salary through as of the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be's termination of employment; (ii) pro rata Annual Incentive Award at 75% of Base Salary reimbursement for expenses incurred by the year in Executive pursuant to Section 5(b) up to and including the date on which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disabilityis terminated; (iii) elimination any earned benefits to which the Executive may be entitled as of all restrictions on the date of termination pursuant to the terms of any Restricted Share Grants compensation or deferred stock awards outstanding benefit plans (including, for the avoidance of doubt, any equity plans) to the extent permitted by such plans (with the payments described in subsections (i) through (iii) of this Section 6(a), in each case payable at the time of his deaththey would have been payable but for such termination, or collectively called the Commencement Date, as the case may be“Accrued Payments”); (iv) immediate vesting of all outstanding stock options and any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a partyemployment termination date; (v) if employment termination occurs prior to the balance end of any Annual Incentive Awards earned as of December 31 of fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by the prior total annual business days) determined and paid based on actual performance achieved for that fiscal year (but not yet paid), which shall be paid in a single lump sum and in accordance with against the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companyperformance goals for that fiscal year.

Termination Due to Death or Disability. Executive’s employment shall terminate automatically upon his death. The Term of Employment shall be terminated Company may terminate Executive’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In in the event the that Executive’s employment with the Company is terminated due to his death Disability, Executive or disability, the Executive, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall beto: (i) Base Salary The Accrued Obligations; and (ii) Any unpaid Bonus in respect of any completed fiscal year or quarter, as applicable, that has ended prior to the date of such termination, which amount shall be paid at such time bonuses are paid to other senior executives of the Company, but in no event later than the date that is 21/2 months following the last day of the fiscal year in which such termination occurred; and (iii) Subject to satisfaction of the applicable performance objectives applicable for the fiscal year and/or quarter, as applicable, in which such termination occurs, an amount equal to (A) the Annual Bonus and/or Quarterly Bonus otherwise payable to Executive for the fiscal year or quarter, as applicable, in which such termination occurred, assuming Executive had remained employed through the applicable payment date, multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year or quarter, as applicable, through the date of death such termination and the denominator of which is 365 (or the Commencement Date366, as applicable) or 91 (or 92, as applicable), as applicable, (the case may be, “Pro Rata Bonus Amount”) which amount shall be paid at such time bonuses are paid to other senior executives of the Company, but in a single lump sum 15 days no event later than the date that is 21/2 months following the last day of the fiscal year in which such termination occurred. Following Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% a termination of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his deatha Disability, or the Commencement Date, except as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided set forth in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paidthis Section 7(c), which Executive shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred have no further rights to any compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) or any other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companyunder this Agreement.

Termination Due to Death or Disability. The Term If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event the and Executive’s employment with shall automatically cease and terminate as of the Company is terminated due to his date of Executive’s death or disabilitythe date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the Executive, his estate or his beneficiaries“Disability Date”), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or his estate shall be entitled to and their sole remedies under this Agreement shall bereceive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary through as of the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason hereunder and (y) any earned but unpaid annual incentive compensation in respect of disability;the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated; and (iii) elimination such Executive benefits described in Sections 4(a), 4(b) and 4(c) (“Executive Benefits”), if any, as to which Executive may be entitled under the Executive benefit plans and arrangements of the Company. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all restrictions on benefits provided under any Restricted Share Grants or deferred stock awards outstanding long-term disability programs of the Company in effect at the time of his deathsuch termination, or subject to the Commencement Dateterms and conditions of any such programs, as the case same may be; (iv) immediate vesting of be changed, modified, or terminated for or with respect to all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs senior management personnel of the Company.

Termination Due to Death or Disability. The Term Company may terminate the Employee’s employment hereunder due to the Employee’s inability to render, for a period of Employment shall be terminated immediately upon three consecutive months or an aggregate of any on hundred twenty (120) days within any six (6) month period, services hereunder by reason of permanent disability, as determined by the death or disability written medical opinion of an independent medical physician selected in good faith by the Company (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive“Disability”). In the event of the ExecutiveEmployee’s death or a termination of the Employee’s employment with by the Company is terminated due to his death or disabilityDisability, the ExecutiveEmployment Period shall end and the Employee, his Employee’s estate or his beneficiariesEmployee’s legal representative, as the case may be, shall only be entitled to and their sole remedies under this Agreement shall be: (i) (a) any Base Salary through the date of death accrued or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options annual bonus awarded and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid)paid as of the actual date of termination of the Employee’s employment with the Company, which shall and (b) any other compensation and benefits as may be paid in a single lump sum and provided in accordance with the terms and provisions of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with any applicable plans and programs of the Company; and (ii) in the case of Disability, (a) continuation of payment of the Employee’s Base Salary, as set forth in Section 4(a) above, until the Employee commences to receive payments under the Company’s long-term disability plan, (b) continuation of the health and welfare benefits of the Employee, Employee’s spouse and their eligible dependents, if any, as set forth in Section 4(c) above (except for Disability Insurance), or the economic equivalent thereof, at the same cost and level in effect on the date of termination for one (1) year after the date of termination and (c) the right to exercise immediately that proportion of the stock options (rounded up to the nearest whole number of shares) granted to the Employee which would become exercisable on or before the December 1 immediately following the date of termination of the Employee’s employment with the Company due to Disability which is equal to the number of days worked by the Employee from, but excluding, the December 1 immediately preceding such termination date to, and including, such termination date divided by 365 days.

Termination Due to Death or Disability. The If the Executive’s employment is terminated during the Term of Employment by reason of the Executive’s death or Disability, the Executive’s Term of Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of terminate automatically without further obligations to the Executive, his legal representative or his estate, as the case may be, under this Agreement except for any compensation earned but not yet paid, including and without limitation, any amount of Base Salary accrued or earned but unpaid and any other payments payable to the Executive pursuant to Section 5(g) below, which amounts shall be promptly paid in a lump sum to the Executive, his legal representative or his estate, as the case may be. In addition (subject to compliance with the requirements of Section 5(k) in the event of Disability): (i) In the event the Executive’s employment with the Company is terminated due to his during the Term of Employment by reason of the Executive’s death or disabilityDisability, the Executive, his estate legal representative or his beneficiariesestate, as the case may be, shall receive a lump sum payment in an amount equal to the Executive’s Base Salary. Such lump sum payment shall be entitled paid to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death Executive, his legal representative or the Commencement Datehis estate, as the case may be, which shall be paid as soon as possible (without undue delay), but in a single lump sum 15 any event within 60 days following the date of termination on account of death or Disability. (ii) The Executive shall receive any unpaid Annual Bonus (as defined in Exhibit A) for the Performance Period (as defined in Exhibit A) immediately preceding the Executive’s date of termination if the Executive’s employment is terminated during the Term of Employment by reason of the Executive’s death or Disability, and such termination occurs on or after December 31 of the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the calendar year in which the Performance Period ends, as described on Exhibit A. (iii) In the event the Executive’s deathemployment is terminated during the Term of Employment by reason of the Executive’s Disability, or the Commencement Date, as Company shall reimburse the case may be, occurs, which shall be payable in a lump sum 30 days after Executive for 100% of the COBRA premiums incurred by the Executive for the Executive and his death or on eligible dependents under the first day Company’s health care plan during the 18 month period following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions employment. Such reimbursement shall be provided on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or payroll date immediately following the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to date on which the Executive is a party; (v) remits the balance of applicable premium payment and shall commence within 60 days after the termination date; provided that the first payment shall include any Annual Incentive Awards earned as of December 31 of reimbursements that would have otherwise been payable during the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with period beginning on the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans termination date and programs ending on the date of the Companyfirst reimbursement payment. Reimbursement payments shall be treated as taxable compensation to the Executive.

Termination Due to Death or Disability. Employee’s employment shall terminate automatically upon his death. The Term of Employment shall be terminated Company may terminate Employee’s employment immediately upon the death or disability (as occurrence of a Disability, such term is defined under the Companytermination to be effective upon Employee’s Long-Term Disability Plan) receipt of the Executivewritten notice of such termination. In the event the ExecutiveEmployee’s employment with the Company is terminated due to his death or disabilityDisability, the Executive, Employee or his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall beto: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be;Accrued Obligations; and (ii) pro rata Annual Incentive any unpaid STI Award at 75% in respect of Base Salary any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and any STI Award that would have been payable with respect to the year of termination in the absence of the Employee’s death or Disability, pro-rated for the period the Employee worked prior to his death or Disability, which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which the Executive’s death, or the Commencement Date, as the case may be, such termination occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability;; and (iii) elimination irrespective of any provision that may exist in any award agreement, immediate vesting of any and all restrictions on any Restricted Share Grants or deferred stock awards outstanding at Common Shares previously awarded to the time Employee irrespective of his death, or the Commencement Date, as the case may betype of award; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance payment of any Annual Incentive Awards earned as of December 31 unpaid portion of the prior year Inducement Bonus (but not yet paidwhether vested or unvested), which shall be paid in a single lump sum and in accordance with no later than five business days following the terms date of such awards; (vi) settlement the termination of all deferred compensation arrangements in accordance with the ExecutiveEmployee’s duly executed Deferral Election Formsemployment; and (viiv) the rights to the same compensation and benefits as provided in Section 9(d) below, in lieu of clauses (i) through (iv), if the termination of Employee’s employment is by reason of death or Disability while the Employee is traveling on official Company business. Following such termination of Employee’s employment by reason of death or Disability, except as set forth in this Section 9(b) or as provided for in Exhibit A or Exhibit B, Employee shall have no further rights to any compensation or any other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companyunder this Agreement.

Termination Due to Death or Disability. The Term In the event of Employment the Executive’s death, the Executive’s employment shall be terminated immediately upon automatically cease and terminate as of the death date of death. If the Executive shall become incapacitated by reason of sickness, accident or disability (other physical or mental disability, as such term incapacitation is defined under certified in writing by a physician chosen by the Company and reasonably acceptable to the Executive (or his spouse or representative if in the Company’s Long-Term Disability Planreasonable determination the Executive is not then able to exercise sound judgment), and shall therefore be unable to perform his duties hereunder for a period of either (i) one hundred twenty consecutive days, or (ii) more than six months in any twelve month period, with reasonable accommodation as required by law, then to the extent consistent with applicable law, the Executive shall be considered “Disabled” and the employment of the ExecutiveExecutive hereunder and this Agreement may be terminated by the Executive or the Company upon thirty (30) days’ written notice to the other party following such certification. In the event of the Executive’s termination of employment with the Company is terminated due to his death or disability, the Executive, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Datedisability, as the case may be;Executive or his estate or legal representatives shall be entitled to receive: (ii) pro rata Annual Incentive Award at 75% of a. payment for all accrued but unpaid Base Salary for as of the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary date of the Executive’s termination of employment by reason of disabilityemployment; (iiib. reimbursement for expenses incurred by the Executive pursuant to Section 5(b) elimination of all restrictions up to and including the date on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may bewhich employment is terminated; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in a. any stock option award agreement earned benefits to which the Executive is a partymay be entitled as of the date of termination pursuant to the terms of any compensation or benefit plans (including, for the avoidance of doubt, any equity plans) to the extent permitted by such plans (with the payments described in subsections (i) through (iii) of this Section 6(a), in each case payable at the time they would have been payable but for such termination, collectively called the “Accrued Payments”); (v) the balance of b. any Annual Incentive Awards annual incentive bonuses earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with for any completed full fiscal year immediately preceding the terms of such awardsemployment termination date; c. if employment termination occurs prior to the end of any fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (vibased on actual business days in such fiscal year prior to such employment termination, divided by the total annual business days) settlement of all deferred compensation arrangements in accordance with determined and paid based on actual performance achieved for that fiscal year against the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earnedperformance goals for that fiscal year, payable in accordance with applicable plans and programs of at the time such annual incentive bonuses are paid to the Company’s other senior executives (but in any event no later than March 15 following the year in which the employment termination occurs).

Termination Due to Death or Disability. Employee's employment shall terminate automatically upon his death. The Term of Employment shall be terminated Company may terminate Employee's employment immediately upon the death or disability (as occurrence of a Disability, such term is defined under the Company’s Long-Term Disability Plan) termination to be effective upon Employee's receipt of the Executivewritten notice of such termination. In the event the Executive’s Employee's employment with the Company is terminated due to his death or disabilityDisability, the Executive, Employee or his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall beto: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may beThe Accrued Obligations; (ii) pro rata Any unpaid Annual Incentive Award Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall same time it would otherwise be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s paid to Employee had no such termination of employment by reason of disabilityoccurred; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as In the case may beof any termination as a result of Employee's Disability, an amount equal to 75% of the sum of Employee's then current Base Salary, such amount to be paid in substantially equal installments over the Severance Term, in accordance with the company's then-regular payroll practices; (iv) immediate vesting In the case of all outstanding stock options any termination as a result of Employee's Disability, upon the expiration of the Restricted Period, and subject to Employee's compliance during such period with the right terms and conditions of this Agreement, a lump sum amount equal to exercise such stock options as is provided in any stock option award agreement to which 25% of the Executive is a partysum of Employee's then current Base Salary; (v) A pro rata Annual Bonus (determined using the balance target Annual Bonus for the fiscal year in which such termination occurs) based on the number of any Annual Incentive Awards earned as days elapsed from the commencement of December 31 such fiscal year through and including the date of the prior year (but not yet paid)such termination, which shall such amount to be paid in a single lump sum and in accordance with the terms within five (5) business days of such awards;termination; and (vi) settlement Vesting, as of the date of termination, of all deferred Awards. Except as set forth in this Section 7(b), following Employee's termination by reason of his death or Disability, Employee shall have no further rights to any compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) or any other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companyunder this Agreement.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event the Executive’s employment with the Company is terminated due to his death or disability, the Executive, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) immediate vesting of all outstanding Performance Compensation Awards for which target performance has been achieved through the date of death or the Commencement Date, as the case may be, payable in a lump sum in cash or stock 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability, as the case may be; (vi) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vivii) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (viiviii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Company.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event that the Executive’s employment with the Company hereunder is terminated due to his death or disabilityDisability, the Executive, Executive (or his estate or his beneficiaries, as in the case may beevent of his death), shall be entitled to and their sole remedies under this Agreement shall bereceive: (i) Payment in respect of (A) his accrued but unpaid Base Salary through the date of death or the Commencement Termination Date, as (B) any unpaid business expense reimbursements due to the case may beExecutive under Section 8 of this Agreement, (C) notwithstanding anything to the contrary in Section 5 of this Agreement, in the event that the Termination Date occurs after the end of a calendar year, but prior to the date on which shall be the applicable Annual Bonus earned by the Executive is paid in a single lump sum 15 days following to the Executive, payment of such Annual Bonus, and (D) the Executive’s death or the Commencement Dateaccrued but unused vacation days, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary if any, for the year in which the Executive’s deathTermination Date occurs ((A), or (B), (C) and (D) together, the Commencement Date, as the case may be, occurs, which “Accrued Amounts”). The Accrued Amounts shall be payable in a lump sum 30 days after his death or on the first day paid as soon as reasonably practicable, but no later than thirty (30) days, following the six-month anniversary Termination Date; (ii) payment of vested benefits, if any, in accordance with the applicable benefit plans and programs of the Executive’s termination of employment by reason of disabilityCompany as in effect from time to time; (iii) elimination payment of all restrictions a prorated Annual Bonus in respect of the year in which the Termination Date occurs, determined based on any Restricted Share Grants or deferred stock awards outstanding the number of days worked by the Executive in the year in which the Termination Date occurs and actual achievement of the performance goals established in respect of such year for the full year, payable at the same time as bonuses are paid to other employees of his deaththe Company, or but no later than two and one-half (2 1⁄2) months following the Commencement Date, as end of the case may be;year in which the Termination Date occurs; and (iv) immediate vesting of all outstanding the Executive (or his estate or beneficiaries) shall be entitled to exercise any vested but unexercised stock options and until the right to exercise such stock options as is provided in any stock option award agreement to which earlier of (x) three (3) years following the Executive is a party; Termination Date or (vy) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of final date such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companyoptions are exercisable by their terms.

Termination Due to Death or Disability. Executive’s employment and the Term shall terminate upon Executive’s death. The Term Company may terminate the employment of Employment shall be terminated immediately Executive as Chief Executive Officer due to Disability (as defined in Section 8(c)) of Executive, effective upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) expiration of the 30-day period set forth in Section 8(c), absent the actions referred to therein being taken by Executive to return to service and Executive’s presentation to the Company of a certificate of good health. In the event the of Executive’s employment with Termination of Employment due to death or Disability, all obligations of the Company is terminated due to his death or disabilityand Executive under Sections 1 through 5 of this Agreement will immediately cease; provided, however, that the Company will pay Executive (or, in the case of Executive’s death, his estate beneficiaries or his beneficiariesestate), as and Executive (or, in the case may beof Executive’s death, shall his beneficiaries or estate) will be entitled to and their sole remedies under this Agreement shall bereceive, the following: (i) Base Salary through The earned but unpaid portion of annual base salary; (ii) Any annual cash incentive cash compensation earned, but unpaid, for the calendar year prior to the calendar year in which such Termination of Employment occurs; (iii) An amount equal to the Severance Annual Incentive Amount, multiplied by a fraction, the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination; (iv) All vested, nonforfeitable amounts owing or accrued at the date of death Executive’s Termination of Employment under any compensation and benefit plans, programs and arrangements set forth or referred to in Sections 5(a) and 5(b) in which Executive theretofore participated, in accordance with the Commencement Dateterms and conditions of the plans, as programs and arrangements (and agreements and documents thereunder); and (v) Reimbursement of reasonable business expenses and disbursements incurred by Executive prior to such Termination of Employment, within 60 days after Executive (or Executive’s representative) submits reasonable evidence of such expenses and disbursements to the case may be, which Company. The Company shall be paid pay the amounts under clauses (i) and (iii) in a single lump sum 15 payment no later than 30 days following after Termination of Employment. The Company shall pay the Executive’s death or the Commencement Date, as the case may be; amount under clause (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms payment no later than 30 days after Termination of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the CompanyEmployment.

Termination Due to Death or Disability. Employee’s employment shall terminate automatically upon her death. The Term of Employment shall be terminated Company may terminate Employee’s employment immediately upon the occurrence of a Disability that cannot reasonably be accommodated, such termination to be effective upon Employee’s receipt of written notice of such termination. Upon Employee’s death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In in the event the Executivethat Employee’s employment with the Company is terminated due to his death Disability, Employee or disability, the Executive, his her estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall beto: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may beThe Accrued Obligations; (ii) pro rata Any unpaid Annual Incentive Award Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at 75% such time annual bonuses are paid to other senior executives of Base Salary for the Company, but in no event later than the date that is 21⁄2 months following the last day of the fiscal year in which such termination occurred; and (iii) A pro rated Annual Bonus for the Executive’s deathcalendar year of such termination, or the Commencement Date, payable at such time as the case may be, occurs, which Annual Bonus would have been paid had such termination not occurred. The pro rated Annual Bonus shall be payable in an amount equal to the product of (A) the Annual Bonus that Employee would have earned for the calendar year of such termination, based on the actual performance of the Company during such calendar year, and (B) a lump sum 30 fraction, the numerator of which is the number of days after his during such calendar year prior to the date of termination, and the denominator of which is 365 (or 366 if the calendar year of termination is a leap year). Following Employee’s death or on the first day following the six-month anniversary of the Executive’s a termination of Employee’s employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his deatha Disability, or the Commencement Date, except as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided set forth in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paidthis Section 8(b), which Employee shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred have no further rights to any compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) or any other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companyunder this Agreement.

Termination Due to Death or Disability. The Term If the Executive dies or becomes Disabled while employed hereunder and prior to a Change of Employment shall be terminated immediately upon the death or disability Control (as such term is defined under the Company’s Long-Term Disability Planin Section 8.1.1) of the Executive. In the event or a Corporate Transaction (as defined in Section 8.1.2), this Agreement and the Executive’s employment with shall automatically cease and terminate as of the Company is terminated due to his date of the Executive’s death or disabilitythe date of Disability (which date shall be determined under Section 5.1 above, and referred to as the Executive, his estate or his beneficiaries“Disability Date”), as the case may be. In the event of the termination of the Executive’s employment due to his death or Disability, the Executive (or, in the event of his death, his estate) shall be entitled to and their sole remedies under this Agreement shall bereceive: (i) Base Salary through a lump sum cash payment, payable within ten (10) business days after the date of death or the Commencement Disability Date equal to the sum of (A) any accrued but unpaid Base Salary as of the date of death or the Disability Date, as (B) any earned but unpaid portions of Annual Bonuses in respect of fiscal years completed prior to the case may bedate of death or the Disability Date, which shall be paid (C) any compensation deferred under the provisions of any deferred compensation plan and (D) any unreimbursed business expenses due under Section 4.2.1 of this Agreement; (ii) a monthly payment payable in a single lump sum 15 days each of the twelve (12) months following the date of the Executive’s death or the Commencement Date, as the case may be; Disability Date in an amount equal to one-twelfth (ii1/12th) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disabilityannual Base Salary in effect immediately prior to his death or Disability Date; (iii) elimination solely in the event of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time termination of the Executive’s employment due to his Disability, if the Executive elects to continue his medical coverage under COBRA, reimbursement by the Company of such COBRA costs for a period of up to eighteen (18) months following the termination of his deathemployment; provided, or however, that the Commencement Date, as Company’s obligation under this Section 5.2(iii) shall be reduced to the case may beextent that comparable medical coverage is provided by a subsequent employer; (iv) immediate partial acceleration of the vesting of all outstanding a portion of the Executive’s stock options and the right other equity awards, and extension of time to exercise such any vested stock options options, as is provided in any stock option award agreement to which the Executive is a party;Section 3.3.2; and (v) such employee benefits described in Section 4.1 as the balance of any Annual Incentive Awards earned as of December 31 of Executive or his estate may be entitled to hereunder or under the prior year (but not yet paid)employee benefit plans, which shall be paid in a single lump sum programs and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Company.

Termination Due to Death or Disability. Employee’s employment shall terminate automatically upon his death. The Term of Employment shall be terminated Company may terminate Employee’s employment immediately upon the death or disability (as occurrence of a Disability, such term is defined under the Companytermination to be effective upon Employee’s Long-Term Disability Plan) receipt of the Executivewritten notice of such termination. In the event the ExecutiveEmployee’s employment with the Company is terminated due to his death or disabilityDisability, the Executive, Employee or his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall beto: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may beThe Accrued Obligations; (ii) pro rata Any unpaid Annual Incentive Award at 75% Bonus in respect to any completed fiscal year which has ended prior to the date of Base Salary such termination (such Annual Bonus determined using the actual Annual Bonus or, if the actual Annual Bonus has not been finalized, the average Annual Bonus paid or payable for the two completed fiscal years immediately preceding the date of such termination), such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the date that is one day prior to two and one-half months following the end of the Company’s fiscal year in which the Executive’s death, or the Commencement Date, as the case may be, such termination occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination An Annual Bonus that is pro rated based on the number of all restrictions on any Restricted Share Grants days elapsed from the commencement of the Company’s fiscal year in which such termination occurs through and including the date of such termination (such Annual Bonus determined using the average Annual Bonus paid or deferred stock awards outstanding at payable for the time two completed fiscal years immediately preceding the date of his deathsuch termination), or the Commencement Date, as the case may be;such amount to be paid within five (5) business days of such termination; and (iv) immediate Vest, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the one (1) year period immediately following such termination (without regard to any subsequent vesting events); provided, that, in the event such termination occurs within two years following a Change in Control, Employee shall be entitled to acceleration of all outstanding stock options and Employee’s equity-based awards to the right to exercise such stock options as is extent provided in any stock option award agreement to which the Executive is a party; (vSection 4(c) the balance of any Annual Incentive Awards earned above. Except as of December 31 of the prior year (but not yet paidset forth in this Section 8(b), which following Employee’s termination by reason of his death or Disability, Employee shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred have no further rights to any compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) or any other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companyunder this Agreement.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately Executive’s employment under this Agreement will terminate upon the Executive’s death or disability the Executive’s Disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executivein Section 5). In the event the Executive’s employment with the Company is terminated due to his death or disability, the Executive, his estate or his beneficiaries, terminates as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date a result of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or Disability, the Commencement DateCompany shall pay to the Executive (or his estate, as applicable) (i) the case may be; Base Salary and Automobile Payment through and including the date of termination, (ii) pro rata Annual Incentive Award at 75% an amount equal to the Executive’s accrued and unused vacation pay as of Base Salary the date of termination, (iii) any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company (including unreimbursed business expenses properly incurred through the date of termination) ((i) through (iii) collectively the “Other Accrued Compensation and Benefits”), and (iv) any bonus earned, but unpaid, for the year prior to the year of termination, and a prorated Target Bonus for the year in which the Executive’s death, or the Commencement Date, as the case may be, termination occurs, which shall be in each case, payable in a lump sum 30 within thirty (30) days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; death or Disability (iii) elimination or as otherwise expressly set forth in the applicable plan, program or agreement). Furthermore, upon a termination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time employment as a result of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other death or additional benefits then due or earnedDisability, payable in accordance with applicable plans and programs a portion of the CompanyExecutive’s Options and RSUs that have already been granted pursuant to this Agreement shall vest such that, when combined with previously vested Options and RSUs, an aggregate of 50% of all of the Options and RSUs that have been granted pursuant to this Agreement shall have vested. Any vested Options shall continue to be exercisable for a period of 180 days following the date of the Executive’s death or Disability (but in no event later than the expiration of the term of such Options). All Options not exercised within such 180-day period shall be cancelled and shall revert back to the Company for no consideration and the Executive or his estate, as applicable, shall have no further right or interest therein. Except for rights to indemnification under Section 3(h) or as provided in this Section 4(a), the Executive shall have no further right to receive any other compensation or benefits after a termination of employment due to the Executive’s death or Disability.

Termination Due to Death or Disability. Employee’s employment shall terminate automatically upon his death. The Term of Employment shall be terminated Company may terminate Employee’s employment immediately upon the death or disability (as occurrence of a Disability, such term is defined under the Companytermination to be effective upon Employee’s Long-Term Disability Plan) receipt of the Executivewritten notice of such termination. In the event the ExecutiveEmployee’s employment with the Company is terminated due to his death or disabilityDisability, the Executive, Employee or his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall beto: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may beThe Accrued Obligations; (ii) pro rata Any unpaid Annual Incentive Award Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall same time it would otherwise be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s paid to Employee had no such termination of employment by reason of disabilityoccurred; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as In the case may beof any termination as a result of Employee’s Disability, an amount equal to 150% of Employee’s then-current Base Salary, such amount to be paid in substantially equal installments over the Severance Term, in accordance with the company’s then-regular payroll practices; (iv) immediate vesting In the case of all outstanding stock options any termination as a result of Employee’s Disability, upon the expiration of the Restricted Period, and subject to Employee’s compliance during such period with the right terms and conditions of this Agreement, a lump sum amount equal to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party50% of Employee’s then-current Base Salary; (v) A pro rata Annual Bonus (determined using the balance target Annual Bonus for the fiscal year in which such termination occurs) based on the number of any Annual Incentive Awards earned as days elapsed from the commencement of December 31 such fiscal year through and including the date of the prior year (but not yet paid)such termination, which shall such amount to be paid in a single lump sum and in accordance with the terms within five (5) business days of such awards;termination; and (vi) settlement Vesting, as of the date of termination, of all deferred Awards. Except as set forth in this Section 8(b), following Employee’s termination by reason of his death or Disability, Employee shall have no further rights to any compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) or any other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companyunder this Agreement.

Termination Due to Death or Disability. Employee’s employment shall terminate automatically upon his death. The Term of Employment shall be terminated Company may terminate Employee’s employment immediately upon the death or disability (as occurrence of a Disability, such term is defined under the Companytermination to be effective upon Employee’s Long-Term Disability Plan) receipt of the Executivewritten notice of such termination. In the event the ExecutiveEmployee’s employment with the Company is terminated due to his death or disabilityDisability, the Executive, Employee or his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall beto: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be;The Accrued Obligations; and (ii) pro rata Annual Incentive A payment representing the value of any unpaid target STI Award at 75% in respect of Base Salary for any completed fiscal year that has ended prior to the year in which the Executive’s death, or the Commencement Date, as the case may be, occursdate of such termination, which amount shall be payable in a lump sum 30 paid within sixty (60) days after his death or on from the first day following the six-month anniversary date of the Executive’s termination of employment by reason of disability;such; and (iii) elimination A payment representing the value of all restrictions on any Restricted Share Grants target STI Award that would have been payable with respect to the year of termination in the absence of the Employee’s death or deferred stock awards outstanding Disability, pro-rated for the period Employee worked prior to his death or Disability, which amount shall be paid at such time STI Awards are paid to other senior executives of the time Company, but in no event later than one day prior to the date that is 2½ months following the last day of his death, or the Commencement Date, as the case may be;fiscal year in which such termination occurs; and (iv) immediate Immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party;unvested LTI Award; and (v) LTI Award at the balance of target level for any Annual Incentive Awards earned as of December 31 of the prior year (but year(s) for which an LTI Award has not yet paid)been determined, which shall including a pro-rated LTI Award for such partial year at the target level. Such pro-rated LTI Award will be paid in a single lump sum and in accordance with the terms of such awards;immediately vested upon issuance; and (vi) settlement Continuation and/or payment of all deferred compensation arrangements in accordance with the ExecutiveEmployee’s duly executed Deferral Election Formsand/or Employee’s dependents’ medical insurance premiums for a period of eighteen (18) months; and (vii) The rights to the same compensation and benefits as provided in Section 8(d) below, in lieu of clauses (i) through (vi) hereof, if the termination of Employee’s employment is by reason of death or Disability while Employee is traveling or engaged on official Company business. Following such termination of Employee’s employment by reason of death or Disability, except as set forth in this Section 8(b), Employee shall have no further rights to any compensation or any other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companyunder this Agreement.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately Executive’s employment under this Agreement will terminate upon the Executive’s death or disability the Executive’s Disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executivein Section 5). In the event the Executive’s employment with the Company is terminated due to his death or disability, the Executive, his estate or his beneficiaries, terminates as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date a result of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or Disability, the Commencement DateCompany shall pay to the Executive (or his estate, as applicable) (i) the case may be; Base Salary and Automobile Payment through and including the date of termination; (ii) pro rata Annual Incentive Award at 75% an amount equal to the Executive’s accrued and unused vacation pay as of Base Salary the date of termination; (iii) any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company (including unreimbursed business expenses properly incurred through the date of termination) ((i) through (iii) collectively the “Other Accrued Compensation and Benefits”), and (iv) a pro-rated Target Bonus for the year in which the Executive’s death, or the Commencement Date, as the case may be, termination occurs, which shall be in each case payable in a lump sum 30 within thirty (30) days after his death or on the first day following the six-month anniversary of the Executive’s Separation from Service (as defined in Section 4(b)) by reason of death or Disability (or as otherwise expressly set forth in the applicable plan, program or agreement). Furthermore, upon a termination of employment by reason as a result of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other death or additional benefits then due or earnedDisability, payable in accordance with applicable plans and programs a portion of the CompanyExecutive’s Options and RSUs that have already been granted pursuant to this Agreement shall vest such that, when combined with previously vested Options and RSUs, an aggregate of 50% of all of the Options and RSUs that have been granted pursuant to this Agreement shall have vested. Any vested Options shall continue to be exercisable for a period of 180 days following the date of the Executive’s death or Disability (but in no event later than the expiration of the term of such Options). All Options not exercised within such 180-day period shall be cancelled and shall revert back to the Company for no consideration and the Executive or his estate, as applicable, shall have no further right or interest therein. Except as provided in this Section 4(a), the Executive shall have no further right to receive any other compensation or benefits after a termination of employment due to the Executive’s death or Disability.

Termination Due to Death or Disability. Employee's employment shall terminate automatically upon his death. The Term of Employment shall be terminated Company may terminate Employee's employment immediately upon the death or disability (as occurrence of a Disability, such term is defined under the Company’s Long-Term Disability Plan) termination to be effective upon Employee's receipt of the Executivewritten notice of such termination. In the event the Executive’s Employee's employment with the Company is terminated due to his death or disabilityDisability, the Executive, Employee or his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall beto: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may beThe Accrued Obligations; (ii) pro rata Any unpaid Annual Incentive Award Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall same time it would otherwise be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s paid to Employee had no such termination of employment by reason of disabilityoccurred; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his deathSubject to Section 7(i)(ii) below, or the Commencement Date, as in the case may beof any termination as a result of Employee's Disability, an amount equal to 131.25% of the sum of Employee's then current Base Salary, such amount to be paid in substantially equal installments over the Severance Term, in accordance with the company's then-regular payroll practices; (iv) immediate vesting Subject to Section 7(i)(ii) below, in the case of all outstanding stock options any termination as a result of Employee's Disability, upon the expiration of the Restricted Period, and subject to Employee's compliance during such period with the right terms and conditions of this Agreement, a lump sum amount equal to exercise such stock options as is provided in any stock option award agreement to which 43.75% of the Executive is a partysum of Employee's then current Base Salary; (v) A pro rata Annual Bonus (determined using the balance target Annual Bonus for the fiscal year in which such termination occurs) based on the number of any Annual Incentive Awards earned as days elapsed from the commencement of December 31 such fiscal year through and including the date of the prior year (but not yet paid)such termination, which shall such amount to be paid in a single lump sum and in accordance with the terms within five (5) business days of such awards;termination; and (vi) settlement Vesting, as of the date of termination, of all deferred Awards. Except as set forth in this Section 7(b), following Employee's termination by reason of his death or Disability, Employee shall have no further rights to any compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) or any other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companyunder this Agreement.

Termination Due to Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death. The Term of Employment shall be terminated Company may terminate Executive’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In in the event the that Executive’s employment with the Company is terminated due to his death Disability, Executive or disability, the Executive, his ’s estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall beto: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may beThe Accrued Obligations; (ii) pro rata Any earned but unpaid Annual Incentive Award Bonus in respect of any completed fiscal year that has ended prior to the date of such termination (the “Unpaid Prior Bonus”), which amount shall be paid at 75% such time annual bonuses are paid to other senior executive officers of Base Salary for the Company, but in no event later than the date that is 2 1⁄2 months following the last day of the fiscal year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s such termination of employment by reason of disabilityoccurred; (iii) elimination The vesting of all restrictions the Signing Awards to the extent such Signing Awards are not already vested, notwithstanding the provisions of Section 4(e) which condition vesting on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be;Executive’s continued employment; and (iv) immediate vesting Subject to satisfaction of all outstanding stock options the applicable performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus, if any, that Executive would otherwise have been entitled to receive in respect of such fiscal year, assuming no such termination occurred, multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the right to exercise such stock options as denominator of which is provided in any stock option award agreement to which 365 (the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid“Pro Rata Bonus”), which amount, if any, shall be paid in a single lump sum and in accordance with the terms of at such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) time annual bonuses are paid to other or additional benefits then due or earned, payable in accordance with applicable plans and programs senior executive officers of the Company, but in no event later than the date that is 2 1⁄2 months following the last day of the fiscal year in which such termination occurred. Following Executive’s death or a termination of Executive’s employment by reason of a Disability, except as set forth in this Section 7(b), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Due to Death or Disability. The Term ▇▇▇▇▇▇ may terminate Executive’s employment as a result of Employment a “Disability” if Executive, as a result of mental or physical incapacity, has been unable to perform his material duties for six (6) consecutive months (or 180 days in any 360-day period). Such termination shall be terminated immediately upon only permitted while Executive is still so disabled and shall be effective on thirty (30) days prior written notice to Executive, provided that such termination shall not be effective if Executive returns to full time performance of his material duties within such thirty (30) day period and continues in such full time capacity (which full time status shall continue for six (6) consecutive months thereafter). For the death or disability avoidance of doubt, in the event that Executive does return to full-time performance but does not continue in such full-time capacity for six (as 6) consecutive months thereafter, the termination shall be deemed effective on the date that Executive fails to continue in such term is defined under the Company’s Longfull-Term Disability Plan) of the Executivetime capacity. In the event the Executive’s of a termination of employment with the Company is terminated due to his death or disability, the Executive, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following resulting from the Executive’s death or Disability, Executive shall be entitled to his Accrued Amounts. In addition, Executive, in the Commencement Dateevent of termination due to Disability, as or his designated beneficiary (or if none, his estate), in the case may be; event of termination due to death, shall be provided: (i) the transition payment contemplated by Section 1(b)(iii) at the time contemplated thereby (to the extent not already paid); (ii) pro rata Annual Incentive Award at 75% of Base Salary a pro-rated AIP for the fiscal year in which of such death or Disability equal to the AIP Executive is entitled based on ▇▇▇▇▇▇’ actual performance for such year (without regard to Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on Disability), multiplied by a fraction, the first day following numerator of which is the six-month anniversary number of days in the fiscal year of Executive’s termination death or Disability prior to such date of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants death or deferred stock awards outstanding at the time of his deathDisability, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as denominator of which is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned365, payable in accordance with applicable plans Section 1(b)(ii) hereof; and programs (iii) if more favorable to Executive than the terms of the Companyapplicable award agreement, any employment or service-based vesting requirements applicable to a Pro-Rata Portion of each outstanding stock option, restricted stock unit and other equity-based award made during the Term shall be deemed satisfied; provided, however, that, for purposes of clarification, all equity awards granted to Executive pursuant to Section 1(f) during 2013 and pursuant to Section 1(b)(ii) in respect of the 2013 AIP shall provide for 100% vesting in the event of death or Disability. For purposes of this Section 3(g), “Pro-Rata Portion” means the total number of units or shares subject to the award multiplied by a fraction, the numerator of which is the number of days that Executive was employed by ▇▇▇▇▇▇ during the vesting period that includes the termination date, and the denominator of which is the total number of days during the full vesting period (for example, if Executive is granted an equity-based award that vests in equal annual installments on each of the first three anniversaries of the date of grant and Executive is terminated due to Disability exactly eighteen (18) months following the date of grant, the Pro-Rata Portion shall equal one-half (1/2) of such award less the portion that had previously vested).

Termination Due to Death or Disability. The Term of Employment shall Executive’s employment under this Agreement will terminate upon the Executive’s death and may be terminated immediately by the Company upon not less than thirty (30) days’ written notice to the Executive upon the death or disability Executive’s Disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executivein Section 5). In the event the Executive’s employment with the Company is terminated due to his death or disability, the Executive, his estate or his beneficiaries, terminates as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date a result of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or Disability, the Commencement DateCompany shall pay to the Executive (or his estate, as applicable) (i) the case may be; Base Salary and Automobile Payment through and including the date of termination, (ii) pro rata Annual Incentive Award at 75% of Base Salary any bonus earned, but unpaid, for the year prior to the year in which the Executive’s Separation from Service (as defined in Section 4(b)) or death occurs, and a bonus for the year in which the Executive’s death, Separation from Service or the Commencement Date, as the case may be, death occurs, which shall to be payable in a lump sum 30 days after his death or determined based on actual performance pursuant to Section 3(b) hereof and pro-rated based on the first day following number of calendar days of such year elapsed through the six-month anniversary date of termination, (iii) an amount equal to the Executive’s accrued and unused vacation pay as of the date of termination and (iv) any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company (including unreimbursed expenses) ((i) through (iv) collectively the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability (or as otherwise expressly set forth in the applicable plan, program or agreement). Furthermore, upon a termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting result of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other death or additional benefits then due or earnedDisability, payable in accordance with applicable plans and programs a portion of the CompanyExecutive’s Options and RSUs that have already been granted pursuant to this Agreement shall vest such that, when combined with previously vested Options and RSUs, an aggregate of 50% of all of the Options and RSUs that have been granted pursuant to this Agreement shall have vested. Any vested Options shall continue to be exercisable for a period of 180 days following the date of the Executive’s death or Disability (but in no event later than the expiration of the term of such Options). All Options not exercised within such 180-day period shall be cancelled and shall revert back to the Company for no consideration and the Executive or his estate, as applicable, shall have no further right or interest therein. Except as provided in this Section 4(a), the Executive shall have no further right to receive any other compensation or benefits after a termination of employment due to the Executive’s death or Disability.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon In the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) event of the Executive's death, Executive's employment shall automatically cease and terminate as of the date of death. If Executive shall become incapacitated by reason of sickness, accident or other physical or mental disability, as such incapacitation is certified in writing by a physician chosen by the Company and reasonably acceptable to Executive (or his spouse or representative if in the Company's reasonable determination Executive is not then able to exercise sound judgment), and shall therefore be unable to perform his duties hereunder for a period of either (i) one hundred twenty consecutive days, or (ii) more than six months in any twelve month period, with reasonable accommodation as required by law, then to the extent consistent with applicable law, Executive shall be considered "disabled" and the employment of Executive hereunder and this Agreement may be terminated by Executive or the Company upon thirty (30) days' written notice to the other party following such certification. In the event of the Executive’s termination of employment with the Company is terminated due to his Executive's death or disabilityDisability, the Executive, Executive or his estate or his beneficiaries, as the case may be, legal representatives shall be entitled to and their sole remedies under this Agreement shall bereceive: (i) payment for all accrued but unpaid Base Salary through as of the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be's termination of employment; (ii) pro rata Annual Incentive Award at 75% of Base Salary reimbursement for expenses incurred by the year in Executive pursuant to Section 5(a) hereof up to and including the date on which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disabilityis terminated; (iii) elimination any earned benefits to which the Executive may be entitled as of all restrictions on the date of termination pursuant to the terms of any Restricted Share Grants compensation or deferred stock awards outstanding at benefit plans to the time of his death, or extent permitted by such plans (with the Commencement Date, as payments described in subsections (i) through (iii) above collectively called the case may be"Accrued Payments"); (iv) immediate vesting of all outstanding stock options and any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a partyemployment termination date; (v) if employment termination occurs prior to the balance end of any Annual Incentive Awards earned as of December 31 of fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by the prior total annual business days) determined and paid based on actual performance achieved for that fiscal year (but not yet paid), which shall be paid in a single lump sum and in accordance with against the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companyperformance goals for that fiscal year.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event If the Executive’s employment with hereunder is terminated by the Company is terminated due to his death or disabilityDisability, then: (i) the Company shall pay the Executive, within thirty (30) days after the date of termination: (A) any Base Salary and any reimbursable expenses accrued or owing the Executive hereunder as of the date of termination and any earned and unpaid annual bonus in respect of fiscal years of the Company completed prior to the date of termination (it being understood that, absent approval of the Compensation Committee, no such bonus shall have been deemed to have been earned for any year after 2009); (B) the amount of Base Salary that would otherwise have been payable to the Executive had he remained employed through the end of the calendar year in which termination occurs, to the extent not previously paid; (C) if the termination occurs in 2009, a pro-rated portion of the 2009 cash bonus referred to in Section 4(c) (if such cash bonus has not already been paid) for services performed by the Executive prior to termination; and (D) any unpaid cash distribution payments on the Restricted Units and the Withheld Units in accordance with and at the time specified in Section 4(a); (ii) upon termination of Executive’s employment, and regardless whether such termination occurs before or after the expiration of the Employment Term, the Company shall provide at the Company’s expense continued health and welfare benefits for the Executive, the Executive’s spouse and the Executive’s dependents through the end of the calendar year in which termination occurs; and thereafter, until the date the Executive (or, in the case of his spouse, his estate spouse) attains age 65, the Company shall provide the Executive and his spouse with access to participation in the Company’s medical plans at the Executive’s (or his beneficiaries, as spouse’s) sole expense based on a reasonably determined fair market value premium rate; (iii) the case may be, Executive shall immediately vest in a pro-rated portion of any Restricted Units otherwise due to vest on the next vesting date; and (iv) the Executive shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the CompanyOther Benefits.

Termination Due to Death or Disability. The Term If Employee dies or becomes -------------------------------------- Permanently Disabled during the Period of Employment, the Period of Employment and Employee's employment shall automatically cease and terminate as of the date of Employee's death or the date of Permanent Disability (which date shall be terminated immediately upon determined by the death Qualified Physician or disability (by agreement, under Section 6(a) above, and referred to as such term is defined under the Company’s Long-Term "Disability Plan) of the Executive. In the event the Executive’s employment with the Company is terminated due to his death or disability, the Executive, his estate or his beneficiariesDate"), as the case may be. In the event of the termination of the Period of Employment and Employee's employment hereunder due to Employee's death or Permanent Disability, Employee or her estate shall be entitled to and their sole remedies under this Agreement shall bereceive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Employee's employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Employee's termination of employment hereunder and (y) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Employee's termination of employment hereunder (the "Earned/Unpaid Annual Bonus"); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Employee would have been entitled to receive pursuant to Section 3(b) in respect of the fiscal year in which termination of Employee's employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s Employee's termination of employment, payable when such annual incentive would otherwise have been payable had Employee's employment by reason of disability;not terminated; and (iii) elimination such employee benefits described in Sections 4(a), 4(b) and 4(c)("Employee Benefits"), if any, as to which Employee may be entitled under the employee benefit plans and arrangements of the Company. Notwithstanding any other provision of this Agreement, following such termination of Employee's employment due to Employee's death or Permanent Disability, except as set forth in Sections 6(b) and 6(c) and the Company's obligations under Section 5, and except for Employee's rights (if any) under the plans, arrangements and programs referenced in Sections 3(b), 3(c) and 4, Employee shall have no further rights to any compensation or other benefits under this Agreement. In the event Employee's employment is terminated on account of Employee's Permanent Disability, she shall, so long as her Permanent Disability continues, remain eligible for all restrictions on benefits provided under any Restricted Share Grants or deferred stock awards outstanding long-term disability programs of the Company in effect at the time of his deathsuch termination, or subject to the Commencement Dateterms and conditions of any such programs, as the case same may be; (iv) immediate vesting of be changed, modified, or terminated for or with respect to all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs senior management personnel of the Company.

Termination Due to Death or Disability. The Term Company may terminate the Employee’s employment hereunder due to the Employee’s inability to render, for a period of Employment shall be terminated immediately upon three consecutive months or an aggregate of any one hundred twenty (120) days within any six (6) month period, services hereunder by reason of permanent disability, as determined by the death or disability written medical opinion of an independent medical physician selected in good faith by the Company (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive“Disability”). In the event of the ExecutiveEmployee’s death or a termination of the Employee’s employment with by the Company is terminated due to his death or disabilityDisability, the ExecutiveEmployment Period shall end and the Employee, his Employee’s estate or his beneficiariesEmployee’s legal representative, as the case may be, shall only be entitled to and their sole remedies under this Agreement shall be: (i) (a) any Base Salary through the date of death accrued or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options annual bonus awarded and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid)paid as of the actual date of termination of the Employee’s employment with the Company, which shall and (b) any other compensation and benefits as may be paid in a single lump sum and provided in accordance with the terms and provisions of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with any applicable plans and programs of the Company; and (ii) in the case of Disability, (a) continuation of payment of the Employee’s Base Salary if any, as set forth in Section 4(a) above, until the Employee commences to receive payments under the Company’s long-term disability plan, (b) continuation of the health and welfare benefits of the Employee, as set forth in Section 4(c) above (except for Disability Insurance), or the economic equivalent thereof, at the same cost and level in effect on the date of termination for nine months after the date of termination and (c) the right to exercise immediately that proportion of the stock options (rounded up to the nearest whole number of shares) granted to the Employee which would become exercisable on or before the next scheduled anniversary date of this Agreement immediately following the date of termination of the Employee’s employment with the Company due to Disability which is equal to the number of days worked by the Employee from, but excluding, the anniversary date immediately preceding such termination date to, and including, such termination date divided by 365 days.

Termination Due to Death or Disability. The Term Company may terminate the Employee’s employment hereunder due to the Employee’s inability to render, for a period of Employment shall be terminated immediately upon three consecutive months or an aggregate of any on hundred twenty (120) days within any six (6) month period, services hereunder by reason of permanent disability, as determined by the death or disability written medical opinion of an independent medical physician selected in good faith by the Company (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive“Disability”). In the event of the ExecutiveEmployee’s death or a termination of the Employee’s employment with by the Company is terminated due to his death or disabilityDisability, the ExecutiveEmployment Period shall end and the Employee, his Employee’s estate or his beneficiariesEmployee’s legal representative, as the case may be, shall only be entitled to and their sole remedies under this Agreement shall be: (i) (a) any Base Salary through the date of death accrued or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options annual bonus awarded and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid)paid as of the actual date of termination of the Employee’s employment with the Company, which shall and (b) any other compensation and benefits as may be paid in a single lump sum and provided in accordance with the terms and provisions of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with any applicable plans and programs of the Company; and (ii) in the case of Disability, (a) continuation of payment of the Employee’s Base Salary, as set forth in Section 4(a) above, until the Employee commences to receive payments under the Company’s long-term disability plan, (b) continuation of the health and welfare benefits of the Employee, Employee’s spouse and their eligible dependents, if any, as set forth in Section 4(c) above (except for Disability Insurance), or the economic equivalent thereof, at the same cost and level in effect on the date of termination for one (1) year after the date of termination and (c) the right to exercise immediately that proportion of the stock options (rounded up to the nearest whole number of shares) granted to the Employee which would become exercisable on or before the June 27 immediately following the date of termination of the Employee’s employment with the Company due to Disability which is equal to the number of days worked by the Employee from, but excluding, the June 27 immediately preceding such termination date to, and including, such termination date divided by 365 days.

Termination Due to Death or Disability. 4.1.1. The Term of Employment shall be terminated immediately Executive’s employment hereunder will terminate upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of his death. In addition, upon 30 days prior written notice to the Executive, the Company may terminate his employment hereunder due to Disability. In the event of the Executive’s employment with the Company is terminated due to his death or disabilitythe termination of his employment for Disability during the Term of Employment, the Executive, Executive (or his estate or his beneficiarieslegal representative, as the case may be, shall ) will be entitled to and their sole remedies under this Agreement shall be: to: (ia) any Base Salary earned but unpaid as of the date of termination, payable in accordance with the Company’s normal payroll practices; (b) payment within 30 days following the date of termination of any unpaid expense reimbursements due in accordance with Section 3.4 above and unused accrued vacation days through the date of death termination; and (c) any other payments and/or benefits which the Executive is entitled to receive under any of the Company’s plans or policies, this Agreement or any other agreement between the Commencement DateExecutive and the Company, with payment in accordance with such plan, policy or agreement (without duplication of any such payment or benefit) ((a), (b) and (c) are together with the benefits set forth in the succeeding sentence collectively, the “Accrued Obligations”). In addition, the Executive (or his estate or his legal representative, as the case may be, which shall ) will be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary bonus for the year in of termination equal to the Target Bonus multiplied by a fraction, the numerator of which is the Executive’s deathnumber of days the Executive was employed during the year of termination, or and the Commencement Datedenominator of which is 365, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first 30th day following the six-month anniversary termination date. Except as otherwise expressly set forth in this Section 4.1, neither the Company or any of the Executive’s termination of employment by reason of disability; its Affiliates (iiias hereinafter defined) elimination of all restrictions on shall have any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options and the right further obligation to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall upon such termination other than his rights to be paid in a single lump sum and indemnified in accordance with the terms Company’s articles of such awards; (vi) settlement incorporation and/or by-laws. For purposes of all deferred compensation arrangements in accordance this Agreement, “Affiliate” means any person or entity controlling, controlled by or under common control with the Executive’s duly executed Deferral Election Forms; Company and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs for the avoidance of doubt, shall include any subsidiary of the Company.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event the Executive’s If Employee's employment with the Company is terminated prior to September 2, 2023 due to his death or disability, the Executive, his estate or his beneficiaries, as the case may be, Employee shall be entitled to those post termination payments and their sole remedies under this Agreement benefits set forth in Section 10(a)(ii) above and vesting and payment of all equity based incentive awards as provided in Section 10(a)(iv). For the remainder of Employee's employment after September 2, 2023, if Employee's employment is then terminated during the Employment Term due to death or Disability, Company shall be: pay Employee (or to Employee's estate or personal representative in the case of death), as soon as practicable, but not later than the sixty-fifth (65th) day after the Date of Termination: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; any Accrued Obligations; plus (ii) pro rata a prorated Annual Incentive Award at 75% of Base Salary for Bonus based upon the target Annual Bonus Opportunity in the year in which the Executive’s death, Date of Termination occurred (or the Commencement Date, as prior year if no target Annual Bonus Opportunity has yet been determined) multiplied by the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary percentage of the Executive’s termination calendar year completed before the Date of employment by reason of disability; Termination; plus (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as in the case may be; of termination due to Disability, the unpaid portion of the Annual Base Salary that would have been paid through the remainder of the Employment Term but for the termination due to Disability; plus (iv) immediate vesting and/or payment of all outstanding stock options and equity-based incentive awards to the right to exercise such stock options as is extent provided in any stock option award agreement to which Section 10(a)(iv) as if the Executive is Employee’s employment were terminated by the Company without Cause; provided that the amount of Annual Base Salary due Employee following a party; (v) termination for Disability shall be reduced by the balance of any Annual Incentive Awards earned as of December 31 benefit due for the remainder of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with Employment Term under any Company sponsored disability plan covering the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the CompanyEmployee.

Termination Due to Death or Disability. The Term Company may terminate the Employee’s employment hereunder due to the Employee’s inability to render, for a period of Employment shall be terminated immediately upon three consecutive months or an aggregate of any on hundred twenty (120) days within any six (6) month period, services hereunder by reason of permanent disability, as determined by the death or disability written medical opinion of an independent medical physician selected in good faith by the Company (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive“Disability”). In the event of the ExecutiveEmployee’s death or a termination of the Employee’s employment with by the Company is terminated due to his death or disabilityDisability, the ExecutiveEmployment Period shall end and the Employee, his Employee’s estate or his beneficiariesEmployee’s legal representative, as the case may be, shall only be entitled to and their sole remedies under this Agreement shall be: (i) (a) any Base Salary through the date of death accrued or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options annual bonus awarded and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid)paid as of the actual date of termination of the Employee’s employment with the Company, which shall and (b) any other compensation and benefits as may be paid in a single lump sum and provided in accordance with the terms and provisions of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with any applicable plans and programs of the Company; and (ii) in the case of Disability, (a) continuation of payment of the Employee’s Base Salary, as set forth in Section 4(a) above, until the Employee commences to receive payments under the Company’s long-term disability plan, (b) continuation of the health and welfare benefits of the Employee, Employee’s spouse and their eligible dependents, if any, as set forth in Section 4(c) above (except for Disability Insurance), or the economic equivalent thereof, at the same cost and level in effect on the date of termination for one (1) year after the date of termination and (c) the right to exercise immediately that proportion of the stock options (rounded up to the nearest whole number of shares) granted to the Employee which would become exercisable on or before the May __ immediately following the date of termination of the Employee’s employment with the Company due to Disability which is equal to the number of days worked by the Employee from, but excluding, the May __ immediately preceding such termination date to, and including, such termination date divided by 365 days.

Termination Due to Death or Disability. Employee's employment shall terminate automatically upon his death. The Term of Employment shall be terminated Company may terminate Employee's employment immediately upon the death or disability (as occurrence of a Disability, such term is defined under the Company’s Long-Term Disability Plan) termination to be effective upon Employee's receipt of the Executivewritten notice of such termination. In the event the Executive’s Employee's employment with the Company is terminated due to his death or disabilityDisability, the Executive, Employee or his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall beto: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may beThe Accrued Obligations; (ii) pro rata Any unpaid Annual Incentive Award Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall same time it would otherwise be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s paid to Employee had no such termination of employment by reason of disabilityoccurred; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as In the case may beof any termination as a result of Employee's Disability, an amount equal to 93.75% of the sum of Employee's then current Base Salary, such amount to be paid in substantially equal installments over the Severance Term, in accordance with the company's then-regular payroll practices; (iv) immediate vesting In the case of all outstanding stock options any termination as a result of Employee's Disability, upon the expiration of the Restricted Period, and subject to Employee's compliance during such period with the right terms and conditions of this Agreement, a lump sum amount equal to exercise such stock options as is provided in any stock option award agreement to which 31.25% of the Executive is a partysum of Employee's then current Base Salary; (v) A pro rata Annual Bonus (determined using the balance target Annual Bonus for the fiscal year in which such termination occurs) based on the number of any Annual Incentive Awards earned as days elapsed from the commencement of December 31 such fiscal year through and including the date of the prior year (but not yet paid)such termination, which shall such amount to be paid in a single lump sum and in accordance with the terms within five (5) business days of such awards;termination; and (vi) settlement Vesting, as of the date of termination, of all deferred Awards. Except as set forth in this Section 7(b), following Employee's termination by reason of his death or Disability, Employee shall have no further rights to any compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) or any other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companyunder this Agreement.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event the ExecutiveEmployee’s employment with is terminated at any time, whether or not during the Company Term, due to Employee’s death or Disability, all of Employee’s rights to Employee’s Base Salary, Benefits (except to the extent that any Benefits are expressly available following termination of employment) and Bonus, if any, shall immediately terminate as of the date of such termination, except that Employee (or, in the event that Employee’s employment is terminated due to his death Employee’s death, Employee’s heirs, personal representatives or disability, the Executive, his estate or his beneficiaries, as the case may be, estate) shall be entitled to the Accrued Amounts, any Bonus (if earned under the relevant performance criteria and their sole remedies for a relevant period following the 2019 calendar year) relating to a fiscal year which was completed before Employee’s death or Disability and an amount equal to the Bonus earned under this Agreement shall be: the relevant performance criteria for the full fiscal year in which Employee’s employment is terminated multiplied by the quotient of (i) Base Salary the number of days that have elapsed in such fiscal year on or prior to the date of termination divided by (ii) three hundred sixty-five (365), in each case less all deductions or offsets for amounts owed by Employee to the Company, LogistiCare or any other Affiliate. Additionally, (i) all equity awards granted under Section 3(b)(ii) or Section 3(b)(iii) of this Agreement that, as of the date of such termination, remain unvested shall vest as of the date of such termination as if Employee’s service to the Company continued through the date that is twenty-four (24) months following the date of such termination (with any performance-based awards vesting based at target performance through the date of death or the Commencement Datetermination), as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; and (ii) pro rata Annual Incentive Award at 75% all Market Strike Options, Premium Priced Options and other stock option equity awards, if any, that are outstanding and vested (taking into account the terms of Base Salary for this Section 6(c)) as of the year in which date of such termination shall remain outstanding and exercisable until the Executive’s death, or date that is the Commencement Date, as earlier of the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month third (3rd) anniversary of the Executive’s date of such termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting expiration of all outstanding stock options and the right to exercise such stock options as is provided in option’s term. Neither the Company nor LogistiCare shall have any stock option award agreement further obligations to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the CompanyEmployee under this Agreement.

Termination Due to Death or Disability. The Term If the Executive dies or becomes Disabled while employed hereunder and prior to a Change of Employment Control (as defined in Section 8.1.1) or a Corporate Transaction (as defined in Section 8.1.2), this Restated Agreement and the Executive’s employment shall automatically cease and terminate as of the date of the Executive’s death or the date of Disability (which date shall be terminated immediately upon determined in accordance with Section 5.1 and referred to as the “Disability Date”), as the case may be. In the event of the termination of the Executive’s employment due to his death or disability Disability, the Executive (or, in the event of his death, his estate) shall be entitled to receive: (i) a lump sum cash payment, payable either on the Disability Date or within ten (10) business days after the date of Executive’s death, equal to the sum of (A) any currently earned but unpaid Base Salary as such term is defined of the date of death or the Disability Date, (B) any accrued but unpaid vacation pay and (C) any unreimbursed business expenses due under Section 4.2.1 of this Restated Agreement; (ii) a lump sum payment, to be made within ten (10) business days after the Companydate of the Executive’s LongSeparation from Service due to his death or Disability, equal to the deferred portion of any Annual Bonuses for fiscal years completed prior to the date of Executive’s death or the Disability Date which vest on an accelerated basis (in accordance with Section 3.2.2) by reason of his death or Disability; (iii) a series of twelve (12) successive monthly payments, each equal to one-Term Disability Plantwelfth (1/12th) of the Executive. In ’s annual Base Salary in effect immediately prior to his death or Disability Date, with the first such payment to be made on the first day of the first month immediately following the month in which the Executive’s Separation from Service occurs as a result of the Executive’s death or Disability; (iv) accelerated vesting of a portion of the Executive’s stock options and other equity awards, and extension of time to exercise each vested stock option, to the extent provided in Section 3.3.2; (v) any vested and accrued employee benefits described in Section 4.1 that are by their terms payable to the Executive or his estate on or after his termination of employment, with each such benefit to be paid in accordance with the applicable terms in effect for such payment at the time of the Executive’s death or Disability; and (vi) solely in the event the Executive’s employment with the Company is terminated terminates due to his death or disabilityDisability at a time when the Executive is not otherwise entitled to retiree health coverage pursuant to the provisions of Section 4.4 and the Executive elects to continue his medical coverage under COBRA, reimbursement by the ExecutiveCompany of such COBRA costs for a period of up to eighteen (18) months following the termination of his employment; provided, his estate or his beneficiarieshowever, as that the case may be, Company’s obligation under this Section 5.2(vi) shall be entitled reduced to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in extent that comparable medical coverage is provided by a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or subsequent employer. Any other vested compensation deferred on the first day following the six-month anniversary behalf of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding Executive at the time of his death, death or Disability under any deferred compensation plan shall be paid at the Commencement Date, as time or times specified for payment pursuant to the case may be; (iv) immediate vesting provisions of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement plan. Any pro-rated Annual Bonus to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid)may, which shall be paid in a single lump sum and in accordance with the terms of such awards; provisions governing that Annual Bonus, become entitled for the fiscal year performance period in which his death or Disability Date occurs shall be paid to the Executive by the fifteenth (vi15th) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs day of the Companythird calendar month following the close of that fiscal year or as soon thereafter as administratively practicable, but in no event shall such payment be made prior to the first day of the fiscal year next succeeding the fiscal year for which that bonus is earned or later than the last day of that succeeding fiscal year.

Termination Due to Death or Disability. The (i) Notwithstanding any other provision of this Agreement, prior to the expiration of the Employment Term of Employment shall be terminated or any Renewal Term, the Company may terminate Executive’s employment: (1) immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive; or (2) at any time after providing Executive thirty (30) days written notice due to Executive’s Disability. In the event the Executive’s employment with the Company is terminated due to his death or disabilityeither circumstance, the Executive, his estate Employment Term or his beneficiaries, as the case may be, shall be entitled to and their sole remedies Renewal Term under this Agreement shall be: terminate without further obligations to Executive or Executive’s legal representatives; provided that the Company shall pay to the Executive, or Executive’s estate in the event of the Executive’s death, in a cash lump sum within thirty (30) days after the Termination Date (as defined below) an amount equal to (i) one year of the then current Base Salary through plus (ii) any Base Salary accrued but unpaid, (iii) any Bonus accrued but unpaid, (iv) any accrued but unused vacation pay payable pursuant to the date Company’s policies in effect at such time, and any unreimbursed business expenses payable pursuant to Section 6 (collectively “Accrued Amounts”) and (v) any other amounts or benefits owing to Executive under the then applicable employee benefit plans, long term incentive plans or equity plans and programs of death or the Commencement Date, as the case may be, Company which shall be paid in a single lump sum 15 days following accordance with such plans and programs (“Other Accrued Benefits”). For purposes of this Agreement, the Executive’s death or the Commencement “Termination Date, as ” shall mean (A) in the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at due to death, the time date of his death, or the Commencement Date, as (B) in the case may be; of Executive’s termination due to Disability, a Termination without Cause or a Termination for Cause, the date specified in the written notice, or if no date is specified in such notice, the date that is thirty (iv30) immediate vesting days after the date of all outstanding stock options and the right to exercise such stock options as is provided notice or (C) in any stock option award agreement to which the case of Termination with Good Reason, the date specified by the Executive in the written notice (which can be no more than forty-five (45) days after the date of such notice), or if no date is a party; specified in such notice, the date that is thirty (v30) days after the balance of any Annual Incentive Awards earned as of December 31 date of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companynotice.

Termination Due to Death or Disability. Employee’s employment shall terminate automatically upon his death. The Term of Employment shall be terminated Company may terminate Employee’s employment immediately upon the death or disability (as occurrence of a Disability, such term is defined under the Companytermination to be effective upon Employee’s Long-Term Disability Plan) receipt of the Executivewritten notice of such termination. In the event the ExecutiveEmployee’s employment with the Company is terminated due to his death or disabilityDisability, the Executive, Employee or his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall beto: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may beThe Accrued Obligations; (ii) pro rata Any unpaid Annual Incentive Award Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall same time it would otherwise be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s paid to Employee had no such termination of employment by reason of disabilityoccurred; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as In the case may beof any termination as a result of Employee’s Disability, the Applicable Severance Benefits, payable (x) as to 75% thereof in substantially equal installments over the twelve (12) month period following the date of Employee’s termination, in accordance with the Company’s regular payroll practices, and (y) as to 25% thereof, subject to Employee’s compliance during the twelve (12) month period following the date of Employee’s termination with the terms and conditions of this Agreement, in a lump sum upon the expiration of such period; provided, however, that notwithstanding the payment schedule set forth above in this subsection (iii), that portion of the Applicable Severance Benefits remaining unpaid as of December 31, 2017, following a termination as a result of Employee’s Disability shall be paid to Employee, subject to Section 8(m) below, in a lump sum on December 31, 2017; provided further, however, that Employee shall not be entitled to any amounts pursuant to this Section 8(b)(iii) to the extent Employee received any benefits pursuant to Section 8(l) below prior to such termination; (iv) immediate vesting In the case of any termination as a result of Employee’s Disability, an amount equal to (A) 200% of Employee’s Base Salary, less (B) the Applicable Severance Benefits, less (C) an amount equal to all outstanding stock options Prior Prepaid Severance Installments received, payable (x) as to 75% thereof in substantially equal installments over the twelve (12) month period following the date of Employee’s termination, in accordance with the Company’s regular payroll practices, and (y) as to 25% thereof, subject to Employee’s compliance during the right to exercise Restricted Period with the terms and conditions of this Agreement, in a lump sum upon the expiration of such stock options period; provided, however, if the payment remains unpaid as is provided of the last day of the calendar year following the end of the calendar year in any stock option award agreement to which the Executive is a party;date of Employee’s termination occurs it shall be paid to Employee on such date. (v) A pro rata Annual Bonus (determined using the balance target Annual Bonus for the fiscal year in which such termination occurs) based on the number of any Annual Incentive Awards earned as days elapsed from the commencement of December 31 such fiscal year through and including the date of the prior year (but not yet paid)such termination, which shall such amount to be paid in a single lump sum and in accordance with the terms within five (5) business days of such awards;termination; and (vi) settlement (A) Vesting, as of the date of Employee’s termination, of all deferred compensation arrangements in accordance with Awards, other than Awards that as of their date of grant were subject to both service- and performance-based vesting requirements, (B) all Awards that as of their date of grant were subject to both service- and performance-based vesting requirements shall remain outstanding through the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs last day of the Companyapplicable performance periods, without regard for the termination of Employee’s employment, and shall vest (or fail to vest and be forfeited) based on the level of actual attainment of performance goals at such time or times as would have been the case had the service vesting provisions continued to apply and Employee remained employed through all applicable service vesting periods; provided, however, the eligibility for continued vesting based on performance shall immediately cease, and all Awards shall be forfeited, in the event that Employee violates any provision of the restrictive covenants set forth herein, and (C) any Awards that are stock options shall remain outstanding until the earliest of (x) exercise, (y) the expiration of the original term, and (z) the first anniversary of the date of Employee’s termination. Except as set forth in this Section 8(b), following Employee’s termination by reason of his death or Disability, Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Due to Death or Disability. Executive’s employment shall terminate automatically upon his death. The Term Board or the Chief Executive Officer of Employment shall be terminated the Company may terminate Executive’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In in the event the that Executive’s employment with the Company is terminated due to his death Disability, Executive or disability, the Executive, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall beto: (i) Base Salary through the date of death or the Commencement DateThe Accrued Obligations, as the case may be, which shall be paid in a single lump sum 15 days following accordance with the ExecutiveCompany’s death or the Commencement Date, as the case may bepayroll practices and applicable law;; (ii) pro rata Any unpaid Annual Incentive Award Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at 75% such time annual bonuses are paid to other senior executives of Base Salary for the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s such termination of employment by reason of disabilityoccurred; (iii) elimination A pro rata Annual Bonus for the year of all restrictions termination (the “Pro Rata Bonus”), determined by multiplying the average Annual Bonus paid to Executive for the two years immediately preceding such termination by a fraction, the numerator is the number of days elapsed from the commencement of such year through and including the date of such termination and the denominator is 365 (or 366 if such termination occurs during a leap year), with such amount to be paid on any Restricted Share Grants or deferred stock awards outstanding at the time sixty-day anniversary of his death, or the Commencement Date, as the case may besuch termination; (iv) If such termination occurs prior to the grant of the Tranche 2 Equity Award, an immediate vesting grant of all outstanding the Tranche 2 Equity Award, which shall be fully vested as of the date of grant. If at the time such grant is required to be made (i) insufficient shares remain available under the Company’s Equity and Incentive Plan or (ii) the shares underlying such award cannot be registered pursuant to an effective Registration Statement on Form S-8, Executive or Executive’s estate will receive the equivalent value of the Tranche 2 Equity Award (based on the closing price of the Company’s common stock options and on the right date of termination) in a cash payment with such amount to exercise be paid on the sixty-day anniversary of such stock options as is provided in any stock option award agreement to which the Executive is a partytermination; (v) the balance of any Annual Incentive Awards earned All outstanding Company equity awards and unvested deferred compensation shall become fully vested (and, as applicable, exercisable), and all restrictions thereon shall lapse, effective as of December 31 the date of termination (provided that any payment or settlement provisions set forth in such grant, award, or other similar agreement that are required pursuant to Section 409A shall remain effective) (the prior year (but not yet paid“Equity Benefits”), which shall be paid in a single lump sum and in accordance with the terms of such awards;; and (vi) settlement A lump sum cash payment equal to twenty four (24) times the “applicable percentage” of all deferred compensation arrangements the monthly COBRA premium cost applicable to Executive if Executive (or his dependents) were to elect COBRA coverage in accordance connection with such termination, with such amount to be paid on the sixty-day anniversary of such termination (such payment referred to herein as the “COBRA Payment”). For purposes hereof, the “applicable percentage” shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination. Following Executive’s duly executed Deferral Election Forms; and (vii) death or a termination of Executive’s employment by reason of a Disability, except as set forth in this Section 8(b), Executive shall have no further rights to any compensation or any other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companyunder this Agreement.

Termination Due to Death or Disability. Employee’s employment shall terminate automatically upon his death. The Term of Employment shall be terminated Company may terminate Employee’s employment immediately upon the death or disability (as occurrence of a Disability, such term is defined under the Companytermination to be effective upon Employee’s Long-Term Disability Plan) receipt of the Executivewritten notice of such termination. In the event the ExecutiveEmployee’s employment with the Company is terminated due to his death or disabilityDisability, the Executive, Employee or his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall beto: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may beThe Accrued Obligations; (ii) pro rata Any unpaid Annual Incentive Award Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall same time it would otherwise be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s paid to Employee had no such termination of employment by reason of disabilityoccurred; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as In the case may beof any termination as a result of Employee’s Disability, the Applicable Severance Benefits, payable (x) as to 75% thereof in a lump sum within ten (10) business days of such termination, and (y) as to 25% thereof, subject to Employee’s compliance during the Restricted Period with the terms and conditions of this Agreement, in a lump sum upon the expiration of such period; provided, however, that notwithstanding the payment schedule set forth above, that portion of the Applicable Severance Benefits remaining unpaid as of December 31, 2017, following a termination as a result of Employee’s Disability shall be paid to Employee, subject to Section 8(m) below, in a lump sum on December 31, 2017; provided further, however, that Employee shall not be entitled to any amounts pursuant to this Section 8(b)(iii) to the extent Employee received any benefits pursuant to Section 8(l) below prior to such termination; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party[Intentionally omitted]; (v) A pro rata Annual Bonus (determined using the balance target Annual Bonus for the fiscal year in which such termination occurs) based on the number of any Annual Incentive Awards earned days elapsed from the commencement of such fiscal year through and including the date of such termination, such amount to be paid within five (5) business days of such termination; and (vi) Vesting, as of December 31 the date of termination, of all Awards (other than the prior year (but not yet paid)Special Equity Grant, which shall be paid in a single lump sum governed by Section 4(e)(vi)), and in accordance with any Awards which are stock options shall remain outstanding until the terms earliest of such awards; (vix) settlement of all deferred compensation arrangements in accordance with exercise, (y) the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs expiration of the Companyoriginal term and (z) the day prior to the first anniversary of the date of termination. Except as set forth in this Section 8(b), following Employee’s termination by reason of his death or Disability, Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Due to Death or Disability. The Term Company may terminate the Employee's employment hereunder due to the Employee's inability to render, for a period of Employment shall be terminated immediately upon three consecutive months or an aggregate of any on hundred twenty (120) days within any six (6) month period, services hereunder by reason of permanent disability, as determined by the death or disability written medical opinion of an independent medical physician selected in good faith by the Company (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive"Disability"). In the event of the Executive’s Employee's death or a termination of the Employee's employment with by the Company is terminated due to his death or disabilityDisability, the ExecutiveEmployment Period shall end and the Employee, his Employee's estate or his beneficiariesEmployee's legal representative, as the case may be, shall only be entitled to and their sole remedies under this Agreement shall be: (i) (a) any Base Salary through the date of death accrued or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options annual bonus awarded and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid)paid as of the actual date of termination of the Employee's employment with the Company, which shall and (b) any other compensation and benefits as may be paid in a single lump sum and provided in accordance with the terms and provisions of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with any applicable plans and programs of the Company; and (ii) in the case of Disability, (a) continuation of payment of the Employee's Base Salary, as set forth in Section 4(a) above, until the Employee commences to receive payments under the Company's long-term disability plan, (b) continuation of the health and welfare benefits of the Employee, as set forth in Section 4(c) above, or the economic equivalent thereof, at the same cost and level in effect on the date of termination for one (1) year after the date of termination and (c) the right to exercise immediately that proportion of the stock options (rounded up to the nearest whole number of shares) granted to the Employee which would become exercisable on or before the June 27 immediately following the date of termination of the Employee's employment with the Company due to Disability which is equal to the number of days worked by the Employee from, but excluding, the June 27 immediately preceding such termination date to, and including, such termination date divided by 365 days.

Termination Due to Death or Disability. The Term of Employment shall Executive’s employment under this Agreement will terminate upon the Executive’s death and may be terminated immediately by the Company upon not less than thirty (30) days’ written notice to the Executive upon the death or disability Executive’s Disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executivein Section 5). In the event the Executive’s employment with the Company is terminated due to his death or disability, the Executive, his estate or his beneficiaries, terminates as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date a result of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or Disability, the Commencement DateCompany shall pay to the Executive (or his estate, as applicable) (i) the case may be; Base Salary and Automobile Payment through and including the date of termination, (ii) pro rata Annual Incentive Award at 75% of Base Salary any bonus earned, but unpaid, for the year prior to the year in which the Executive’s Separation from Service (as defined in Section 4(b)) or death occurs, and the prorated Target Bonus for the year in which the Executive’s death, Separation from Service or the Commencement Date, as the case may be, death occurs, which shall (iii) an amount equal to the Executive’s accrued and unused vacation pay as of the date of termination and (iv) any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company (including unreimbursed expenses) ((i) through (iv) collectively the “Other Accrued Compensation and Benefits”), payable in a lump sum 30 within thirty (30) days after his death or on the first day following the six-month anniversary of the Executive’s Separation from Service by reason of death or Disability (or as otherwise expressly set forth in the applicable plan, program or agreement). Furthermore, upon a termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting result of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other death or additional benefits then due or earnedDisability, payable in accordance with applicable plans and programs a portion of the CompanyExecutive’s Options and RSUs that have already been granted pursuant to this Agreement shall vest such that, when combined with previously vested Options and RSUs, an aggregate of 50% of all of the Options and RSUs that have been granted pursuant to this Agreement shall have vested. Any vested Options shall continue to be exercisable for a period of 180 days following the date of the Executive’s death or Disability (but in no event later than the expiration of the term of such Options). All Options not exercised within such 180-day period shall be cancelled and shall revert back to the Company for no consideration and the Executive or his estate, as applicable, shall have no further right or interest therein. Except as provided in this Section 4(a), the Executive shall have no further right to receive any other compensation or benefits after a termination of employment due to the Executive’s death or Disability.

Termination Due to Death or Disability. Executive’s employment shall terminate automatically upon his death. The Term of Employment shall be terminated Company may terminate Executive’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In in the event the that Executive’s employment with the Company is terminated due to his death Disability, Executive or disability, the Executive, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall beto: (i) Base Salary The Accrued Obligations; and (ii) Any unpaid Bonus in respect of any completed fiscal year or quarter, as applicable, that has ended prior to the date of such termination, which amount shall be paid at such time bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half months following the last day of the fiscal year in which such termination occurred; and (iii) Subject to satisfaction of the applicable performance objectives applicable for the fiscal year and/or quarter, as applicable, in which such termination occurs, an amount equal to (A) the Annual Bonus and/or Quarterly Bonus otherwise payable to Executive for the fiscal year or quarter, as applicable, in which such termination occurred, assuming Executive had remained employed through the applicable payment date, multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year or quarter, as applicable, through the date of death such termination and the denominator of which is 365 (or the Commencement Date366, as applicable) or 91 (or 92, as applicable), as applicable, (the case may be, “Pro Rata Bonus Amount”) which amount shall be paid at such time bonuses are paid to other senior executives of the Company, but in a single lump sum 15 days no event later than the date that is two and one-half months following the last day of the fiscal year in which such termination occurred. Following Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% a termination of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his deatha Disability, or the Commencement Date, except as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided set forth in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paidthis Section 7(c), which Executive shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred have no further rights to any compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) or any other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companyunder this Agreement.

Termination Due to Death or Disability. The Term If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event the and Executive’s employment with shall automatically cease and terminate as of the Company is terminated due to his date of Executive’s death or disabilitythe date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the Executive, his estate or his beneficiaries“Disability Date”), as the case may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, Executive or her estate shall be entitled to and their sole remedies under this Agreement shall bereceive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary through as of the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason hereunder and (y) any earned but unpaid annual incentive compensation in respect of disability;the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (iiiii) elimination a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, she shall, so long as her Permanent Disability continues, remain eligible for all restrictions on benefits provided under any Restricted Share Grants or deferred stock awards outstanding long-term disability programs of the Company in effect at the time of his deathsuch termination, or subject to the Commencement Dateterms and conditions of any such programs, as the case same may be; (iv) immediate vesting of be changed, modified, or terminated for or with respect to all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs executive officers of the Company.

Termination Due to Death or Disability. The Term of If, during the Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event the Term, Executive’s employment is terminated in accordance with Section 5(a) or 5(b) hereof, the Company is terminated due shall pay or provide to his death or disabilityin respect of Executive, within 10 days after the date of termination, the Executive, his estate or his beneficiaries, as the case may be, shall be entitled to following amounts and their sole remedies under this Agreement shall bebenefits: (i) Base a lump sum in an amount equal to the sum of (a) Executive’s Salary through the date of death or termination, (b) Final Vacation Pay, calculated based upon Executive’s Salary at the Commencement Datedate of termination, and (c) business expenses reimbursable under Section 4(a), in each case to the extent not theretofore paid (the sum of the amounts described in clauses (a), (b) and (c) shall be hereinafter referred to as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be“Accrued Obligation”); (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or in cash in an amount equal to the Salary that would have been payable to Executive pursuant to this Agreement for the period beginning on the first date of termination and ending on the 180th day following thereafter (such Salary to be calculated at the six-month anniversary annual rate of the Executive’s termination Salary in effect on the date of employment by reason of disabilitytermination); (iii) elimination as soon as practical following the fiscal year in which the death or Disability occurs, payment of all restrictions an amount equal to the product of (x) the Annual Bonus (based on any Restricted Share Grants the target established prior to the commencement of the relevant year to which it applies) that would have been paid to Executive with respect to the year in which Executive’s employment was terminated by reason of death or deferred stock awards outstanding at Disability, and (y) a fraction, the time numerator of his death, or which is the Commencement Date, as number of days in the case may befiscal year through the date of termination and the denominator of which is 365; (iv) immediate vesting of all outstanding stock options and granted pursuant to Section 3(e) in accordance with the right Incentive Plan, except for any Performance Based Options, which had not commenced vesting prior to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party;date of termination; and (v) all vested stock options held by Executive following the balance termination of any Annual Incentive Awards earned as Executive’s employment by reason of December 31 death or Disability shall remain exercisable for a period of one year following the prior year date of termination (but not yet paid), which shall be paid in a single lump sum and later than the scheduled expiration of such stock option) in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the CompanyIncentive Plan.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event the Executive’s employment with the Company is terminated due to his death or disability, the Executive, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death or the commencement date of his eligibility for the Company’s long-term disability benefits (the “Commencement Date, ”) as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata guaranteed Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Unit Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) immediate vesting of all outstanding Performance Compensation Awards for which target performance has been achieved through the date of death or the Commencement Date, as the case may be, payable in a lump sum in cash or stock 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability, as the case may be; (vi) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vivii) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (viiviii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Company.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event the Executive’s employment with the Company is terminated due to his death or disability, the Executive, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment due to death pursuant to Section 4(a)(i) or by reason the Company due to Disability pursuant to Section 4(a)(ii), in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 24 and Section 5(d) and subject (except in the case of disability;death or a Disability so severe as to make such execution impossible) to the Executive’s execution and non-revocation of a Release in accordance with Section 24(c): (iiii) elimination Pay to the Executive an amount equal to the product of all restrictions (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(c) if the Executive was still employed as of the applicable Bonus Vesting Date in respect of the fiscal year in which the Date of Termination occurs based on any Restricted Share Grants or deferred stock awards outstanding at actual individual and Company performance goals in such year (provided, however, that, if the time Date of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options Termination occurs in fiscal year 2011 and the right 2011 Guaranteed Bonus is higher than the Annual Bonus based on the performance goals, the 2011 Guaranteed Bonus shall be used in place of the Annual Bonus for purposes of this clause (A)) and (B) the ratio of (x) the number of days elapsed during the fiscal year during which such termination of employment occurs on or prior to exercise such stock options the Date of Termination, to (y) 365. Any amount payable pursuant to this Section 5(c)(i) shall, subject to Section 24 and Section 5(d), be paid to the Executive in accordance with Section 3(c)(i) as is provided if the Executive was still employed on the applicable Bonus Vesting Date in any stock option award agreement to respect of the fiscal year in which the Executive is a party; (v) Date of Termination occurs, but in no event later than the balance of any Annual Incentive Awards earned as of December 31 15th day of the prior third month of the fiscal year immediately following the fiscal year in which the Date of Termination occurs (but not yet paid)provided that if the Date of Termination is in fiscal year 2011, which any amount payable under this Section 5(c)(i) shall be paid in a single lump sum at the Date of Termination and in accordance with computed based on the terms of such awards; (vi2011 Guaranteed Bonus, and, if the Annual Bonus for 2011 is determined, based on any applicable Company goals achieved, to be higher than the 2011 Guaranteed Bonus, the amount due under this Section 5(c)(i) settlement of all deferred compensation arrangements in accordance with shall be recomputed and the Executive’s duly executed Deferral Election Formsappropriate additional amount due shall be paid to the Executive no later than March 15, 2012); and (viiii) other Notwithstanding any provision to the contrary in any equity plan or additional benefits then due or earnedaward agreement with respect to equity awards, payable cause (A) with respect to the Sign-On RSUs, the 2011 RSUs, and all Annual Equity Awards subject to service-based vesting, each such award to become fully vested, and (B) with respect to all Annual Equity Awards subject to performance-based vesting, each such award to shall continue to be eligible to become vested in accordance with applicable plans and programs of the Companyits terms based on actual performance.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event the If Executive’s employment with shall terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), then, subject to Executive signing on or before the Company is terminated due 21st day following the Date of Termination, and not revoking during any subsequent revocation period contained therein, a release of claims substantially in the form attached as Exhibit A to his death or disability, this Agreement (the Executive, his estate or his beneficiaries, as the case may be, “Release”) (provided that no Release shall be entitled required in the event of Executive’s death), and Executive’s continued compliance with Sections 6 and 7, Executive shall receive, in addition to payments and their sole remedies under this Agreement shall be:benefits set forth in Section 3(c): (i) Base Salary a pro-rated portion (based on the number of days Executive was employed by the Company during the fiscal year in which the Date of Termination occurs) of any Net Profit Bonus that Executive would have earned had Executive remained employed through the date end of death or the Commencement Datefiscal year in which the Date of Termination occurs, based on the Company’s actual net profits for such year and paid as soon as practicable after the case may bedetermination of the Company’s net profits for such year, which shall be paid but in a single lump sum no event later than March 15 days of the calendar year following the Executive’s death or calendar year in which the Commencement Date, as the case may be;Date of Termination occurs; and (ii) pro rata Annual Incentive Award at 75% if such termination occurs prior to December 31, 2020, a lump sum cash payment, payable within 90 days after the Date of Base Salary for Termination (and in no event later than March 15 of the calendar year following the calendar year in which the Executive’s deathDate of Termination occurs), or in an amount equal to the Commencement DatePercentage Amount of the Company Value Increase Amount, provided that notwithstanding any provision of Section 2(c)(i) to the contrary, in this circumstance, the Final Year EBITDA, Excess Cash and Indebtedness will all be determined as of the case may be, occurs, which shall be payable in a lump sum 30 days after his death or last day of the last calendar quarter ended prior to the Date of Termination and based on the first day following Company’s earnings over the six-twelve month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions period ending on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companycalendar quarter end date.

Termination Due to Death or Disability. The Term Company may terminate the Employee’s employment hereunder due to the Employee’s inability to render, for a period of Employment shall be terminated immediately upon three consecutive months or an aggregate of any on hundred twenty (120) days within any six (6) month period, services hereunder by reason of permanent disability, as determined by the death or disability written medical opinion of an independent medical physician selected in good faith by the Company (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive“Disability”). In the event of the ExecutiveEmployee’s death or a termination of the Employee’s employment with by the Company is terminated due to his death or disabilityDisability, the ExecutiveEmployment Period shall end and the Employee, his Employee’s estate or his beneficiariesEmployee’s legal representative, as the case may be, shall only be entitled to and their sole remedies under this Agreement shall be: (i) (a) any Base Salary through the date of death accrued or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options annual bonus awarded and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid)paid as of the actual date of termination of the Employee’s employment with the Company, which shall and (b) any other compensation and benefits as may be paid in a single lump sum and provided in accordance with the terms and provisions of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with any applicable plans and programs of the Company; and (ii) in the case of Disability, (a) continuation of payment of the Employee’s Base Salary, Employee’s spouse and their eligible dependents, if any, as set forth in Section 4(a) above, until the Employee commences to receive payments under the Company’s long-term disability plan, (b) continuation of the health and welfare benefits of the Employee, as set forth in Section 4(c) above (except for Disability Insurance), or the economic equivalent thereof, at the same cost and level in effect on the date of termination for one (1) year after the date of termination and (c) the right to exercise immediately that proportion of the stock options (rounded up to the nearest whole number of shares) granted to the Employee which would become exercisable on or before the May __ immediately following the date of termination of the Employee’s employment with the Company due to Disability which is equal to the number of days worked by the Employee from, but excluding, the May __ immediately preceding such termination date to, and including, such termination date divided by 365 days.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event of the termination of Executive’s employment with the Company is terminated due to his death or disabilityDisability during the Employment Term or Transition Period, the Executive (or Executive, his ’s estate or his beneficiaries, as the case may be, shall other legally–designated beneficiary) will be entitled to receive the following payments and their sole remedies under this Agreement shall bebenefits: (i) Base Salary any Accrued Compensation; (ii) only if such death or Disability occurs during the Employment Term, a pro rated Annual Incentive Bonus for the year of termination, determined by multiplying (A) the target Annual Incentive Bonus for the year, or if no target Annual Incentive Bonus was established for the year, the highest Annual Incentive Bonus earned within the preceding three years, by (B) a fraction, the numerator of which is the number of days from the beginning of the calendar year through the date of death or termination, and the Commencement Date, as the case may bedenominator of which is 365, which amount shall be paid in a single lump sum 15 within ten days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination date of employment by reason of disabilitytermination; (iii) elimination vesting of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, Option and the Equity Grant to the extent provided in the Stock Option Agreement or the Commencement DateRestricted Stock Agreement, as the case may be;applicable; and (iv) immediate vesting Benefit Continuation Coverage, where applicable, for Executive and/or Executive’s spouse for their lifetimes and, in the case of all outstanding stock options and Executive’s eligible dependents, until such dependents’ attainment of the right to exercise such stock options as is provided in any stock option award agreement maximum age up to which the Executive is a party; (v) Company’s plan, as then in effect, covers dependents of Company employees; provided that the cost of such coverage during the then remaining balance of any Annual Incentive Awards earned the Contract Term shall be split between Company and Executive, or as applicable his spouse and/or dependents, in the same ratio as the cost-sharing in effect under the Company’s policies and procedures for Company executives at that time, and the cost of December 31 such coverage after the expiration of the prior year (but not yet paid), which Contract Term shall be paid borne 100% by Executive, or as applicable his spouse and/or dependents. If and to the extent such Benefit Continuation Coverage is not permitted by the applicable plan or by applicable law, Executive, or as applicable his spouse and/or dependents, will instead be entitled to cash payments sufficient to reimburse Executive and/or Executive’s spouse and eligible dependents, on an after-tax basis, for a proportionate amount of the reasonable cost of comparable individual or other replacement coverage through the end of the Contract Term. Executive agrees that if he breaches the restrictive covenants set forth in a single lump sum Section 12, Company may cease paying Executive amounts otherwise payable (and may cease providing benefits otherwise provided for) under this Section 10(d) and will retain its rights to enforce the restrictive covenants and to seek any other remedies available at law. Company shall have the right at its own cost and expense to apply for and to secure in accordance its own name and for its own benefit, or otherwise, life insurance covering Executive, and Executive agrees to submit to the usual and customary medical examination, at the expense of Company, in connection with the terms procurement of any such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companyinsurance.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon In the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) event of the Executive's death, Executive's employment shall automatically cease and terminate as of the date of death. If Executive shall become incapacitated by reason of sickness, accident or other physical or mental disability, as such incapacitation is certified in writing by a physician chosen by the Company and reasonably acceptable to Executive (or his spouse or representative if in the Company's reasonable determination Executive is not then able to exercise sound judgment), and shall therefore be unable to perform his duties hereunder for a period of either (i) one hundred twenty consecutive days, or (ii) more than six months in any twelve month period, with reasonable accommodation as required by law, then to the extent consistent with applicable law, Executive shall be considered "Disabled" and the employment of Executive hereunder and this Agreement may be terminated by Executive or the Company upon thirty (30) days' written notice to the other party following such certification. In the event of the Executive’s termination of employment with the Company is terminated due to his Executive's death or disabilityDisability, the Executive, Executive or his estate or his beneficiaries, as the case may be, legal representatives shall be entitled to and their sole remedies under this Agreement shall bereceive: (i) payment for all accrued but unpaid Base Salary through as of the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be's termination of employment; (ii) pro rata Annual Incentive Award at 75% of Base Salary reimbursement for expenses incurred by the year in Executive pursuant to Section 5(b) hereof up to and including the date on which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disabilityis terminated; (iii) elimination any earned benefits to which the Executive may be entitled as of all restrictions on the date of termination pursuant to the terms of any Restricted Share Grants compensation or deferred stock awards outstanding at benefit plans to the time extent permitted by such plans (with the payments described in subsections (i) through (iii) of his death, or this Section 6(a) collectively called the Commencement Date, as the case may be"Accrued Payments"); (iv) immediate vesting of all outstanding stock options and any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a partyemployment termination date; (v) if employment termination occurs prior to the balance end of any Annual Incentive Awards earned as of December 31 of fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by the prior total annual business days) determined and paid based on actual performance achieved for that fiscal year against the performance goals for that fiscal year. Any annual incentive bonus due under section 6(a)(iv) or (but not yet paid), which v) shall be paid in a single lump sum and in accordance with no later than 60 days after Group’s Compensation Committee determines the terms amount, if any, of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companybonus.

Termination Due to Death or Disability. The Term If the Executive dies or becomes Disabled while employed hereunder and prior to a Change of Employment shall be terminated immediately upon the death or disability Control (as such term is defined under the Company’s Long-Term Disability Planin Section 8.1.1) of the Executive. In the event or a Corporate Transaction (as defined in Section 8.1.2), this Restated Agreement and the Executive’s employment with shall automatically cease and terminate as of the Company is terminated due to his date of the Executive’s death or disability, the Executive, his estate or his beneficiariesdate of Disability (which date shall be determined in accordance with Section 5.1 and referred to as the “Disability Date”), as the case may be. In the event of the termination of the Executive’s employment due to his death or Disability, the Executive (or, in the event of his death, his estate) shall be entitled to and their sole remedies under this Agreement shall bereceive: (i) a lump sum cash payment, payable on the Disability Date or within ten (10) business days after the date of the Executive’s death, equal to the sum of (A) any currently earned but unpaid Base Salary through as of the date of death or the Commencement Disability Date, as the case may be, which shall be paid in (B) any accrued but unpaid vacation pay and (C) any unreimbursed business expenses due under Section 4.2.1 of this Restated Agreement; (ii) a single lump sum 15 payment, to be made within ten (10) business days following after the date of the Executive’s Separation from Service due to his death or Disability, equal to the deferred portion of any Annual Bonuses for fiscal years completed prior to the date of the Executive’s death or the Commencement Date, as the case may beDisability Date which vest on an accelerated basis (in accordance with Section 3.2.2) by reason of his death or Disability; (iiiii) pro rata Annual Incentive Award at 75% a series of twelve (12) successive monthly payments, each equal to one-twelfth (1/12th) of the Executive’s annual Base Salary for in effect immediately prior to his death or Disability Date, with the year first such payment to be made on the first day of the month immediately following the month in which the Executive’s death, or the Commencement Date, Separation from Service occurs as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary result of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants death or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may beDisability; (iv) immediate accelerated vesting of all outstanding a portion of the Executive’s stock options and the right other equity awards, and extension of time to exercise such each vested stock options as is option, to the extent provided in any stock option award agreement to which the Executive is a partySection 3.3.2; (v) any vested and accrued employee benefits described in Section 4.1 that are by their terms payable to the balance Executive or his estate on or after his termination of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid)employment, which shall with each such benefit to be paid in a single lump sum and in accordance with the applicable terms in effect for such payment at the time of such awardsthe Executive’s death or Disability; (vi) settlement of all deferred compensation arrangements the retiree health coverage described in accordance with the Executive’s duly executed Deferral Election FormsSection 4.4; and (vii) in the case of Disability, continued use of a Company car as provided in Section 4.2.2 for a period of twelve (12) months following the date of the Executive’s Separation from Service due to Disability. Any other vested compensation deferred on behalf of the Executive at the time of his death or additional benefits then due Disability under any deferred compensation plan shall be paid at the time or earnedtimes specified for payment pursuant to the provisions of such plan. Any pro-rated Annual Bonus to which the Executive may, payable in accordance with applicable plans and programs the provisions governing that Annual Bonus, become entitled for the fiscal year performance period in which his death or Disability Date occurs shall be paid to the Executive by the fifteenth (15th) day of the Companythird calendar month following the close of that fiscal year or as soon thereafter as administratively practicable, but in no event shall such payment be made prior to the first day of the fiscal year next succeeding the fiscal year for which that bonus is earned or later than the last day of that succeeding fiscal year.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon In the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) event of the Executive's death, Executive's employment shall automatically cease and terminate as of the date of death. If Executive shall become incapacitated by reason of sickness, accident or other physical or mental disability, as such incapacitation is certified in writing by a physician chosen by the Company and reasonably acceptable to Executive (or his spouse or representative if in the Company's reasonable determination Executive is not then able to exercise sound judgment), and shall therefore be unable to perform his duties hereunder for a period of either (i) one hundred twenty (120) consecutive days, or (ii) more than six (6) months in any twelve month period, with reasonable accommodation as required by law, then to the extent consistent with applicable law, Executive shall be considered "Disabled" and the employment of Executive hereunder and this Agreement may be terminated by Executive or the Company upon thirty (30) days' written notice to the other party following such certification. In the event of the Executive’s termination of employment with the Company is terminated due to his Executive's death or disabilityDisability, the Executive, Executive or his estate or his beneficiaries, as the case may be, legal representatives shall be entitled to and their sole remedies under this Agreement shall bereceive: (i) payment for all accrued but unpaid Base Salary through as of the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be's termination of employment; (ii) pro rata Annual Incentive Award at 75% of Base Salary reimbursement for expenses incurred by the year in Executive pursuant to Section 5(b) hereof up to and including the date on which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disabilityis terminated; (iii) elimination any earned benefits to which the Executive may be entitled as of all restrictions on the date of termination pursuant to the terms of any Restricted Share Grants compensation or deferred stock awards outstanding at benefit plans (including, for the time avoidance of his deathdoubt, or any equity plans) to the Commencement Date, as extent permitted by such plans (with the case may bepayments described in subsections (i) through (iii) of this Section 6(a) collectively called the "Accrued Payments"); (iv) immediate vesting of all outstanding stock options and any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party;employment termination date; and (v) if employment termination occurs prior to the balance end of any Annual Incentive Awards earned as of December 31 of fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by the prior total annual business days) determined and paid based on actual performance achieved for that fiscal year against the performance goals for that fiscal year. Any annual incentive bonus due under section 6(a)(iv) or (but not yet paid), which v) shall be paid in a single lump sum and in accordance with no later than sixty (60) days after Group's Compensation Committee determines the terms amount, if any, of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companybonus.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon In the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) event of the Executive's death, Executive's employment shall automatically cease and terminate as of the date of death. If Executive shall become incapacitated by reason of sickness, accident or other physical or mental disability, as such incapacitation is certified in writing by a physician chosen by the Company and reasonably acceptable to Executive (or his spouse or representative if in the Company's reasonable determination Executive is not then able to exercise sound judgment), and shall therefore be unable to perform his duties hereunder for a period of either (i) one hundred twenty (120) consecutive days, or (ii) more than six (6) months in any twelve month period, with reasonable accommodation as required by law, then to the extent consistent with applicable law, Executive shall be considered "Disabled" and the employment of Executive hereunder and this Agreement may be terminated by Executive or the Company upon thirty (30) days' written notice to the other party following such certification. In the event of the Executive’s termination of employment with the Company is terminated due to his Executive's death or disabilityDisability, the Executive, Executive or his estate or his beneficiaries, as the case may be, legal representatives shall be entitled to and their sole remedies under this Agreement shall bereceive: (i) payment for all accrued but unpaid Base Salary through as of the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be's termination of employment; (ii) pro rata Annual Incentive Award at 75% of Base Salary reimbursement for expenses incurred by the year in Executive pursuant to Section 5(b) hereof up to and including the date on which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disabilityis terminated; (iii) elimination any earned benefits to which the Executive may be entitled as of all restrictions on the date of termination pursuant to the terms of any Restricted Share Grants compensation or deferred stock awards outstanding benefit plans (including, for the avoidance of doubt, any equity plans) to the extent permitted by such plans (with the payments described in subsections (i) through (iii) of this Section 6(a), in each case payable at the time of his deaththey would have been payable but for such terminaton, or collectively called the Commencement Date, as the case may be"Accrued Payments"); (iv) immediate vesting of all outstanding stock options and any annual non-equity incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party;employment termination date; and (v) if employment termination occurs prior to the balance end of any Annual Incentive Awards earned as of December 31 of fiscal year, a pro rata annual non-equity incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by the prior total annual business days) determined and paid based on actual performance achieved for that fiscal year against the performance goals for that fiscal year. Any annual non-equity incentive bonus due under section 6(a)(iv) or (but not yet paid), which v) shall be paid in a single lump sum after Group's Compensation Committee determines the amount, if any, of such bonus and in accordance with no event later than seventy (70) days following the terms last day of such awards; (vi) settlement of all deferred compensation arrangements in accordance with fiscal year to which the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Companybonus relates.

Termination Due to Death or Disability. The Term Company may terminate the Employee’s employment hereunder due to the Employee’s inability to render, for a period of Employment shall be terminated immediately upon three consecutive months or an aggregate of any one hundred twenty (120) days within any six (6) month period, services hereunder by reason of permanent disability, as determined by the death or disability written medical opinion of an independent medical physician selected in good faith by the Company (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive“Disability”). In the event of the ExecutiveEmployee’s death or a termination of the Employee’s employment with by the Company is terminated due to his death or disabilityDisability, the ExecutiveEmployment Period shall end and the Employee, his Employee’s estate or his beneficiariesEmployee’s legal representative, as the case may be, shall only be entitled to and their sole remedies under this Agreement shall be: (i) (a) any Base Salary through the date of death accrued or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options annual bonus awarded and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid)paid as of the actual date of termination of the Employee’s employment with the Company, which shall and (b) any other compensation and benefits as may be paid in a single lump sum and provided in accordance with the terms and provisions of such awards; (vi) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (vii) other or additional benefits then due or earned, payable in accordance with any applicable plans and programs of the Company; and (ii) in the case of Disability, (a) continuation of payment of the Employee’s Base Salary if any, as set forth in Section 4(a) above, until the Employee commences to receive payments under the Company’s long-term disability plan, (b) continuation of the health and welfare benefits of the Employee, as set forth in Section 4(c) above (except for Disability Insurance), or the economic equivalent thereof, at the same cost and level in effect on the date of termination for one (1) year after the date of termination and (c) the right to exercise immediately that proportion of the stock options (rounded up to the nearest whole number of shares) granted to the Employee which would become exercisable on or before the April 14 immediately following the date of termination of the Employee’s employment with the Company due to Disability which is equal to the number of days worked by the Employee from, but excluding, the April 14 immediately preceding such termination date to, and including, such termination date divided by 365 days.

Termination Due to Death or Disability. The Term of Employment shall be terminated immediately upon the death or disability (as such term is defined under the Company’s Long-Term Disability Plan) of the Executive. In the event the Executive’s employment with the Company is terminated due to his death or disability, the Executive, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death or the commencement date of his eligibility for the Company’s long-term disability benefits (the “Commencement Date, ”) as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or the Commencement Date, as the case may be; (ii) pro rata guaranteed Annual Incentive Award at 75% of Base Salary for the year in which the Executive’s death, or the Commencement Date, as the case may be, occurs, which shall be payable in a lump sum 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability; (iii) elimination of all restrictions on any Restricted Share Unit Grants or deferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive is a party; (v) immediate vesting of all outstanding Performance Compensation Awards for which target performance has been achieved through the date of death or the Commencement Date, as the case may be, payable in a lump sum in cash or stock 30 days after his death or on the first day following the six-month anniversary of the Executive’s termination of employment by reason of disability, as the case may be; (vi) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vivii) a Performance Compensation Award for the year in which the Executive dies or becomes disabled, based upon the pro rata production of Gross Written Premiums by MMO Agencies, Inc. from January 1 of such year through the date of the Executive’s death, or the Commencement Date, and otherwise subject to the terms of the Performance Compensation Award; (viii) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (viiix) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Company.