Common use of Termination Due to Disability Clause in Contracts

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term and is, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar days, the Company shall have the right to terminate the Executive’s employment as provided in this Section 7.2. (a) The Board shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.

Termination Due to Disability. In the event that If the Executive becomes Disabled during the Term and isincurs a Disability, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar daysas defined below, the Company shall have the right to may terminate the Executive’s employment as provided in this Section 7.2. (a) The Board shall deliver by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company’s intent to terminate ; (ii) a prorata bonus for Disability at least 30 the calendar days prior year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Effective Date Executive for the calendar year of Termination. termination (b) Determinations determined as of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. such calendar year) and (dy) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal current calendar year through the Effective Date date of Termination, termination and the denominator of which is 365; 365 (3366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) All outstanding long-term incentive awards shall be subject any other compensation and benefits to the treatment provided extent actually earned by the Executive under the applicable long-term incentive any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or grant agreement; (4ii) Accrued the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but unused vacation only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Effective Date Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of Termination; and (5) All other rights the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and benefits only if the Executive is vested inby reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, pursuant to other plans or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and programs health plan covering employees of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.

Termination Due to Disability. In Company may terminate Employee’s employment at any time if Employee becomes disabled, upon written notice by Company to Employee. If Employee’s employment is terminated because of Employee’s disability, he shall be entitled to: (i) payment of a lump-sum disability benefit equal to 12 months’ then current Base Salary; (ii) immediate acceleration of the event that vesting of any Service-Based Equity Awards and continuation of the Executive becomes Disabled during Employee’s rights to exercise any outstanding Service-Based Equity-Based Awards through the Term effective date of such termination and is, therefore, unable to perform his duties for more than 180 total calendar days during any a period of 12 consecutive monthsmonths following such termination; (iii) for any Performance-Based Equity Awards, each Performance-Based Equity Award will become exercisable, payable or become vested if the underlying performance criteria are satisfied and in the event case of any Performance-Based Equity Award that is a stock option which becomes exercisable pursuant to this Section 3(e)(iii), such option will remain exercisable until the earlier of the Boardaward’s reasonable expectation that the Executiveoriginal expiration date or 12 months following such termination; (iv) reimbursement for any reasonable, unreimbursed and documented business expense he has incurred in performing Employee’s Disability will exist for more than a period of 180 calendar days, the Company shall have duties hereunder; (v) the right to terminate the Executive’s employment as provided in this Section 7.2. (a) The Board shall deliver written notice elect continuation coverage of insurance benefits to the Executive of the Company’s intent to terminate for Disability at least 30 calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall determined extent required by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Terminationlaw; and (5vi) All payment of any accrued but unpaid benefits and any other rights and benefits as provided by the Executive is vested in, pursuant to other plans and programs terms of the any employee benefit plan or program of Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4. Any payments under this Section 3(e) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than made within 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon of Employee’s termination of employment. “Disability,” as used in this paragraph, including those means a physical or mental illness, injury, or condition that (a) prevents, or is likely to prevent, as certified by a physician, Employee from performing one or more of the essential functions of Employee’s position, for at least 120 consecutive calendar days or for at least 150 calendar days, whether or not consecutive, in Sections 7.2(d)(3) any 365 calendar day period, and (d)(5)b) which cannot be accommodated with a reasonable accommodation, shall be paid without undue hardship on Company, as specified in accordance the Americans with the terms of such applicable plans or programDisabilities Act. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term and is, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar days, the Company shall have the right to terminate the Executive’s employment as provided in this Section 7.2. is terminated due to his Disability, and conditioned upon, no later than fifty-nine (a59) The Board shall deliver written notice to days after the Executive of the Company’s intent to terminate for Disability at least 30 calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(fthe Executive’s (or Executive’s legal representative) execution of an effective general release of claims against the Company and its Subsidiaries and affiliates, in a form customarily used by the Company for its executives generally (a “Release”) (with all periods for revocation therein having expired), as well as the CompanyExecutive’s acknowledgement of, and the Executive’s compliance with, the Executive’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoingrestrictive covenants set forth in Articles 11 through 13, the Company he shall be obligated to pay entitled to the Executive the followingfollowing benefits: i. A lump-sum amount, paid within sixty (160) Base Salary through days following the Effective Date of Termination; (2) An amount , equal to the Executive’s unpaid Targeted Annual Bonus Award established for Base Salary through and including the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, as well as for any accrued, unused vacation and unreimbursed business expenses as of the denominator Date of which is 365Termination, consistent with the regular payroll practices of the Company; ii. A lump-sum amount, paid sixty (360) All outstanding long-term incentive awards shall be subject to days following the treatment provided under the applicable long-term incentive plan Date of Termination, of the Company or grant agreement; (4) Accrued but unused vacation pay through annual incentive at target for the Effective calendar year that includes the Date of Termination; provided however, that such amount shall be adjusted on a Pro Rata basis; and iii. A lump-sum amount, paid sixty (560) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable days following the Effective Date of Termination, but equal to the total premiums the Executive would be required to pay for twelve (12) months of COBRA continuation coverage under the Company’s health benefit plans (i.e., medical, dental, and vision coverage), determined using the COBRA premium rate in effect for the level of coverage that the Executive had in place immediately prior to the Executive’s Date of Termination (the “COBRA Payment”). The Executive shall not be required to purchase COBRA continuation coverage in order to receive the COBRA Payment, nor shall the Executive be required to apply the COBRA Payment towards any payment of applicable premiums for COBRA continuation coverage. In no event later than 30 days after such date. The payments shall a termination of the Executive’s employment due to Disability occur until the Executive under Section 7.2(d)(2) shall be paid in a lump sum on Party terminating the Payment Date (as defined in Section 15.12). All other payments due Executive’s employment gives written notice to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), shall be paid other Party in accordance with the terms of such applicable plans or programArticle 24 below. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term term of this Agreement and is, therefore, unable to perform his duties herein for more than 180 one hundred eighty (180) total calendar days during any period of 12 twelve (12) consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 one hundred eighty (180) calendar days, the Company shall have the right to terminate the Executive’s active employment as provided in this Section 7.2Agreement. (a) The Board shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 thirty (30) calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Such Disability shall to be determined by the Board of Directors of the Company upon receipt of and in reliance on competent medical advice from one (1) or more individuals, selected by the Board Board, who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the thirty (30-) day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted targeted Annual Bonus Award award, established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365); (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreementCompany; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 beyond thirty (30) days after from such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(37.2(d)(2) and (d)(5d)(3), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12and 14 and Sections 7.2(e), 1313.3, 15 13.5, and 16 and Section 7.2 13.7 herein (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2Agreement.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term term of this Agreement and is, therefore, unable to perform his duties herein for more than 180 one hundred eighty (180) total calendar days during any period of 12 twelve (12) consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 one hundred eighty (180) calendar days, the Company shall have the right to terminate the Executive’s active employment as provided in this Section 7.2Agreement. (a) The Board shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 thirty (30) calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Such Disability shall to be determined by the Board of Directors of the Company upon receipt of and in reliance on competent medical advice from one (1) or more individuals, selected by the Board Board, who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the thirty (30-) day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted targeted Annual Bonus Award award, established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365); (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreementCompany; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 beyond thirty (30) days after from such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.Sections

Termination Due to Disability. In The Company may cause the event that REIT Operator to terminate Executive’s employment, to the extent permitted by applicable law, if Executive becomes Disabled during the Term and is, therefore, (i) is unable to perform his duties the essential functions of Executive’s job, with or without reasonable accommodation, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for more than 180 total calendar days during any a continuous period of 12 consecutive not less than six (6) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in the event death or can be expected to last for a continuous period of the Board’s reasonable expectation that the Executive’s Disability will exist not less than six (6) months, actually receiving income replacement benefits for more than a period of 180 calendar days, not less than three months under an accident and health plan covering employees of the Company shall have the right to terminate the REIT Operator (“Disability”). If Executive’s employment as provided in is terminated under this Section 7.2. (a4(a) The Board for Disability, then the REIT Operator shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one pay or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the provide Executive the following: (1i) Base Salary through the Effective Date of TerminationAccrued Benefits (as defined in Section 4(i) hereof); (2ii) An Executive’s outstanding equity awards that are subject solely to time-based vesting conditions shall become fully vested as of Executive’s date of termination (the “Vesting Acceleration for Time-Based Equity Awards”); (iii) the REIT Operator shall pay Executive a cash amount equal to the product of (x) Executive’s unpaid Targeted Target Annual Bonus Award established for the fiscal year in which the Effective Date effective date of Termination Executive’s termination occurs, multiplied by and (y) a fraction, the numerator of which is the number of completed days in the then-existing fiscal calendar year through preceding the Effective Date effective of TerminationExecutive’s termination, and the denominator of which is 365; 365 (3) All outstanding long-term incentive awards shall be subject the “Prorated Final Year Target Bonus”). Subject to Section 24, the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) Prorated Final Year Target Bonus shall be paid in cash to the Executive in a single lump sum as soon as practicable with the first payroll date to occur after the sixtieth (60th) day following the Effective Date effective date of TerminationExecutive’s termination; and (iv) if Executive timely and properly elects to continue participation in any group medical, but in no event later than 30 days after such date. The payments due dental, vision and/or prescription drug plan benefits to which Executive or Executive’s eligible dependents would be entitled under COBRA, then the REIT Operator shall pay Executive a monthly cash payment equal to the Executive under Section 7.2(d)(2excess of (x) shall be paid in a lump sum on the COBRA cost of coverage for each month during the Applicable Benefits Payment Date Period (as defined in Section 15.124(i) hereof) over (y) the amount that Executive would have had to pay for such coverage if Executive had remained employed by the REIT Operator during the Applicable Benefits Payment Period and paid the active employee rate for such coverage, less withholding for taxes and other similar items (the “Benefits Payments”), paid in accordance with the normal payroll practice of the REIT Operator during the Applicable Benefits Payment Period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination). All other payments due Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive. For the Executive upon termination avoidance of employmentdoubt, including those in Sections 7.2(d)(3) and (d)(5), Executive’s outstanding equity awards that are subject to performance-based vesting conditions shall be paid treated in accordance with the terms of such the applicable plans or programaward agreement. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term and is, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar days, the Company shall have the right to terminate If the Executive’s employment is terminated during the Term of Employment by reason of the Executive’s Disability, the Executive’s Term of Employment shall terminate automatically without further obligations to the Executive under this Agreement except as provided in this Section 7.2.5(a) and Section 5(h) below. In addition and if the requirements of Section 5(k) are met: (ai) The Board Executive shall deliver written notice receive cash payments in an aggregate amount equal to the sum of (A) Executive’s then current Base Salary and (B) the average of the annual bonuses paid to the Executive for the three calendar years preceding such termination (the “Average Bonus”), with such amount to be paid in cash in equal ratable installments in accordance with applicable MFA payroll practices over the 12 month period following such termination. Such installment payments shall commence as soon as possible (without undue delay), but in any event within 60 days following the date of termination on account Disability, and the Company’s intent to terminate first payment shall include any unpaid installments for Disability at least 30 calendar days the period prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice periodcommencement. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, in the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to event that the Executive’s unpaid Targeted Annual Bonus Award established for employment is terminated on account of Disability and such termination occurs within 12 months following a Change of Control, in lieu of payment in the fiscal year in which the Effective Date form of Termination occurs, multiplied by a fractioninstallments, the numerator sum of which is the number of completed days amounts set forth in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; preceding clauses (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1A) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2B) shall be paid in a lump sum cash payment as soon as possible (without undue delay), but in any event within 60 days following the date of termination on the Payment Date account of Disability. (ii) The Executive shall receive any unpaid Annual Bonus (as defined in Section 15.12)Exhibit A) for the Performance Period (as defined in Exhibit A) immediately preceding the Executive’s date of termination. (iii) The Company shall reimburse the Executive for 100% of the COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Company’s health care plan during the 18 month period following the Executive’s termination of employment. All other Such reimbursement shall be provided on the payroll date immediately following the date on which the Executive remits the applicable premium payment and shall commence within 60 days after the termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Executive’s termination date and ending on the date of the first reimbursement payment. Reimbursement payments due shall be treated as taxable compensation to the Executive upon termination to the extent required by law. (iv) All of employmentthe Executive’s outstanding equity-based awards (e.g., including those in Sections 7.2(d)(3restricted stock, phantom shares, RSUs and stock options) and (d)(5), shall be paid treated in accordance with the following: (A) Except as otherwise provided in (C) below, all unvested awards shall immediately vest. (B) All vested options shall remain exercisable until the earlier of (x) 90 days following the date of such termination or (y) the date on which each such option would have expired had the Executive’s employment not terminated. (C) Any equity award that is subject to vesting based on the achievement of performance goals shall vest in accordance with the terms of and conditions applicable to such applicable plans or program. (f) With award, determined as though the exception Executive remained actively employed through the end of the covenants contained in Articles 8applicable performance period, 9provided that if the Executive’s date of termination occurs within 12 months following a Change of Control, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which such award shall survive become immediately vested with respect to the target number of shares subject to such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2award.

Termination Due to Disability. In The Company may terminate the event that the Executive becomes Disabled during the Term and is, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or Executive’s employment on 30 days’ notice in the event of the BoardExecutive’s reasonable expectation that “Disability” which, for this purpose, shall mean the Executive’s Disability will exist for more than a period inability to perform the material duties of 180 calendar days, the Company shall have the right to terminate the Executive’s employment as provided hereunder by reason of a physical or mental disability or infirmity that is expected to result in this Section 7.2. (a) The Board shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s death or last indefinitely. Disability shall be determined by the Board of the Company upon receipt of and in reliance on competent independent medical advice from one two (2) or more individuals, one selected by the Board and one selected by Executive, who are qualified to give such professional medical advice. . The Executive agrees to submit to all reasonable medical examinations. It is expressly understood that the Disability of the Executive for a period of one hundred eighty (c180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that Executive’s Disability will exist for more than such a period of time, shall not constitute a failure by Executive to perform Executive’s duties hereunder and shall not be deemed a breach or default of this Agreement. A termination for Disability shall become effective upon the end of the thirty (30-) day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) . Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the followingfollowing in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days from such date: (1a) Base Salary through the Effective Date of Termination; (2b) An A prorated Annual Bonus Award, if payable, based on target performance of the Company, as determined by the Board, through the Executive’s Effective Date of Termination. The prorated amount equal shall be determined as a function of the length of time within the fiscal year that has elapsed prior to the Executive’s unpaid Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4c) Accrued but unused vacation pay through the Effective Date of Termination; and (5d) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to unvested and outstanding stock options and restricted shares shall become immediately vested. Notwithstanding the Executive upon termination foregoing, all restrictions regarding the exercise and sale of employment, including those in Sections 7.2(d)(3) vested options and (d)(5), restricted shares shall be paid in accordance with the terms of such applicable plans or programremain in-force. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term and is, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar days, the Company shall have the right to terminate If the Executive’s employment is terminated during the Term of Employment by reason of the Executive’s Disability, the Executive’s Term of Employment shall terminate automatically without further obligations to the Executive under this Agreement except as provided in this Section 7.2. (a) and Section 5(h) below. In addition (subject to compliance with the requirements of Section 5(k)): (i) The Board Executive shall deliver written notice receive cash payments in an aggregate amount equal to the sum of (A) Executive’s then current Base Salary and (B) the average of the annual bonuses paid to the Executive for the three calendar years preceding such termination (the “Average Bonus”), with such amount to be paid in cash in equal ratable installments in accordance with applicable MFA payroll practices over the 12 month period following such termination. Such installment payments shall commence as soon as possible (without undue delay), but in any event within 60 days following the date of termination on account Disability, and the Company’s intent to terminate first payment shall include any unpaid installments for Disability at least 30 calendar days the period prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice periodcommencement. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, in the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to event that the Executive’s unpaid Targeted Annual Bonus Award established for employment is terminated on account of Disability and such termination occurs within 12 months following a Change of Control, in lieu of payment in the fiscal year in which the Effective Date form of Termination occurs, multiplied by a fractioninstallments, the numerator sum of which is the number of completed days amounts set forth in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; preceding clauses (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1A) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2B) shall be paid in a lump sum cash payment as soon as possible (without undue delay), but in any event within 60 days following the date of termination on the Payment Date account of Disability. (ii) The Executive shall receive any unpaid Annual Bonus (as defined in Section 15.12). All other payments due to Exhibit A) for the Performance Period (as defined in Exhibit A) immediately preceding the Executive’s date of termination. (iii) The Company shall reimburse the Executive upon for 100% of the COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Company’s health care plan during the 18 month period following the Executive’s termination of employment, including those in Sections 7.2(d)(3) and (d)(5), . Such reimbursement shall be paid provided on the payroll date immediately following the date on which the Executive remits the applicable premium payment and shall commence within 60 days after the termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Executive’s termination date and ending on the date of the first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to the Executive. (iv) All of the Executive’s outstanding equity-based awards (e.g., restricted stock, phantom shares, RSUs and stock options) shall be treated in accordance with the following: (A) Except as otherwise provided in (C) below, all unvested awards shall immediately vest. (B) All vested options shall remain exercisable until the earlier of (x) 90 days following the date of such termination or (y) the date on which each such option would have expired had the Executive’s employment not terminated. (C) Any equity award that is subject to vesting based on the achievement of performance goals shall vest in accordance with the terms of and conditions applicable to such applicable plans or program. (f) With award, determined as though the exception Executive remained actively employed through the end of the covenants contained in Articles 8applicable performance period, 9provided that if the Executive’s date of termination occurs within 12 months following a Change of Control, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which such award shall survive become immediately vested with respect to the target number of shares subject to such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2award.

Termination Due to Disability. In Subject to Section 7(g) and (h) and the event that the Executive becomes Disabled during the Term and isrestrictions contained herein, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar daysTermination due to Disability, the Company shall have the right to terminate the Executive’s employment as provided in this Section 7.2. (a) The Board shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to Executive the Executive amounts described in Section 7(a). The Company also shall do all of the following: (1i) Base Salary Executive shall receive disability benefits, if any, in accordance with the Nordson Corporation Long Term Disability Plan, and be entitled to a maximum of $25,000 per calendar month during the period of such Disability payable through a combination of income replacement benefits afforded under the Effective Date of Termination;Long Term Disability Plan and the Company’s supplemental long term disability plan for executive officers. (ii) The Company shall pay to Executive, in a single cash payment, a prorated amount of the Bonus payable under Section 5(b) for such fiscal year based upon actual performance in such fiscal year, as determined at the end of the applicable performance period. Such payment shall be made in a lump sum by the later of (a) 2) An amount equal to -1/2 months after the Executive’s unpaid Targeted Annual Bonus Award established for end of the fiscal calendar year in which the Effective amount to be paid is no longer subject to a “substantial risk of forfeiture,” or (b) 2-1/2 months after the taxable year of the Company in which the amount to be paid is no longer subject to a “substantial risk of forfeiture.” For this purpose, the term “substantial risk of forfeiture” shall be determined within the meaning of Treasury Regulations Section 1.409A-1(b)(4) and (d). (iii) The Company shall settle on a prorata basis any awards granted Executive under the Long-Term Performance Plan for any performance period(s) not completed on the Date of Termination occursbased upon actual performance in each such applicable performance period, multiplied by as determined at the end of the applicable performance period. Such settlement shall be made in a fractionlump sum after the end of the applicable performance period with respect to which it is to be calculated, and after the numerator later of (a) 2-1/2 months after the end of the calendar year in which the amount to be paid is no longer subject to a “substantial risk of forfeiture,” or (b) 2-1/2 months after the number taxable year of completed days the Company in which the thenamount to be paid is no longer subject to a “substantial risk of forfeiture.” (iv) Executive shall immediately become fully vested in his benefits under the Supplemental Individual Pension Benefit. (v) All restrictions upon any Common Stock granted to Executive under the Long-existing fiscal year through Term Performance Plan shall immediately lapse on a prorata basis. (vi) Executive shall retain the Effective right to exercise vested Options granted under the Long-Term Performance Plan for the remainder of their term. (vii) If Executive is age 65 or older at the Date of Termination, and the denominator of which is 365; (3) All outstanding longExecutive shall receive a $12,000 Company-term incentive awards shall paid retiree life insurance benefit, or such other life insurance benefit as may be subject to the treatment provided under the applicable long-term incentive plan of Company’s retiree benefit programs from time to time. If Executive has not yet attained age 65 at the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be receive continuation of Company-paid in a lump sum on the Payment Date life insurance benefits until age 65 (as defined in Section 15.12assuming that waiver of premium is approved). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.

Termination Due to Disability. In the event that If the Executive becomes Disabled during the Term and isincurs a Disability, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar daysas defined below, the Company shall have the right to may terminate the Executive’s employment as provided in this Section 7.2. (a) The Board shall deliver by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) her base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company’s intent to terminate ; (ii) a prorata bonus for Disability at least 30 the calendar days prior year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Effective Date Executive for the calendar year of Termination. termination (b) Determinations determined as of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. such calendar year) and (dy) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal current calendar year through the Effective Date date of Termination, termination and the denominator of which is 365; 365 (3366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) All outstanding long-term incentive awards shall be subject any other compensation and benefits to the treatment provided extent actually earned by the Executive under the applicable long-term incentive any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or grant agreement; (4ii) Accrued the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, her spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but unused vacation only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if she, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Effective Date Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of Termination; and (5) All other rights the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and benefits only if the Executive is vested inby reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, pursuant to other plans or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and programs health plan covering employees of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term and is, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar days, the Company shall have the right to terminate If the Executive’s employment is terminated during the Term of Employment by reason of the Executive’s Disability, the Executive’s Term of Employment shall terminate automatically without further obligations to the Executive under this Agreement except as provided in this Section 7.2.5(a) and Section 5(g) below. In addition, and if the requirements of Section 5(j) are met: (ai) The Board Executive shall deliver written notice receive cash payments in an aggregate amount equal to the sum of (A) Executive’s then current Base Salary and (B) the median of the annual bonuses paid to the Executive for the three calendar years preceding such termination (the “Median Bonus”), with such amount to be paid in cash in equal ratable installments in accordance with applicable MFA payroll practices over the 12 month period following such termination. Such installment payments shall commence as soon as possible (without undue delay), but in any event within 60 days following the date of termination on account Disability, and the Company’s intent to terminate first payment shall include any unpaid installments for Disability at least 30 calendar days the period prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice periodcommencement. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, in the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to event that the Executive’s unpaid Targeted Annual Bonus Award established for employment is terminated on account of Disability and such termination occurs within 12 months following a Change of Control (as defined below), in lieu of payment in the fiscal year in which the Effective Date form of Termination occurs, multiplied by a fractioninstallments, the numerator sum of which is the number of completed days amounts set forth in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; preceding clauses (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1A) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2B) shall be paid in a lump sum cash payment as soon as possible (without undue delay), but in any event within 60 days following the date of termination on the Payment Date account of Disability. (ii) The Executive shall receive any unpaid Annual Bonus (as defined in Section 15.12)Exhibit A) for the Performance Period (as defined in Exhibit A) immediately preceding the Executive’s date of termination, which shall be paid at the time set forth in Exhibit A. (iii) The Company shall reimburse the Executive for 100% of the COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Company’s health care plan during the 18 month period following the Executive’s termination of employment. All other Such reimbursement shall be provided on the payroll date immediately following the date on which the Executive remits the applicable premium payment and shall commence within 60 days after the termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Executive’s termination date and ending on the date of the first reimbursement payment. Reimbursement payments due shall be treated as taxable compensation to the Executive upon termination to the extent required by law. (iv) All of employmentthe Executive’s outstanding equity-based awards (e.g., including those in Sections 7.2(d)(3restricted stock, phantom shares, RSUs and stock options) and (d)(5), shall be treated in accordance with the following and paid at the time set forth in the applicable Award Agreement: A. Except as otherwise provided in (C) below, all unvested awards shall immediately vest. B. All vested options shall remain exercisable until the earlier of (x) 90 days following the date of such termination or (y) the date on which each such option would have expired had the Executive’s employment not terminated. C. Any equity award that is subject to vesting based on the achievement of performance goals shall vest in accordance with the terms of and conditions applicable to such applicable plans or program. (f) With award, determined as though the exception Executive remained actively employed through the end of the covenants contained in Articles 8applicable performance period, 9provided that if the Executive’s date of termination occurs within 12 months following a Change of Control, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which such award shall survive become immediately vested with respect to the target number of shares subject to such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2award.

Termination Due to Disability. In (i) If, by reason of illness, disability, or other incapacity certified by two (2) physicians competent to do so in the event that opinion of the Board and reasonably acceptable to Executive becomes Disabled during the Term and isor his legal representative, therefore, Executive is unable to perform his the duties required of him under this Agreement for more than 180 total calendar days during any a period of 12 six (6) consecutive months, the Company, following the giving of thirty (30) days written notice to Executive and the failure of Executive by reason of illness, disability, or in other incapacity to resume his duties within such thirty (30) days and thereafter perform the event of the Board’s reasonable expectation that the Executive’s Disability will exist same for more than a period of 180 calendar daystwo (2) consecutive months, the Company may terminate Executive's employment by giving him written notice thereof. Executive shall have cooperate with the right Company and the physicians appointed by the Company and submit to terminate reasonable medical examinations. If information is provided to any member of the Board about Executive’s employment as provided in this Section 7.2.'s (aii) The Board shall deliver written notice Provided that Executive delivers to the Company and does not rescind the Release, Executive of the Company’s intent to terminate for Disability at least 30 calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the followingentitled to: (1) Base Salary through No later than 10 days following the Effective Date date of Termination;termination of Executive's employment, a Pro-Rata Target Bonus for the Terminating Year. (2) An amount annual disability benefit equal to the Executive’s unpaid Targeted Annual Bonus Award established for the fiscal year in which the Effective Date ninety percent (90%) of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year his Base Salary. The disability benefit shall be provided through the Effective Date of Terminationthen existing Company-sponsored disability plan with the Company making any additional contributions as may be necessary to pay Executive the required amount. The disability benefit, including any Company-required contribution, shall be paid so long as and on the denominator of which is 365;same terms and conditions as the payments being made under the Company-sponsored disability plan. (3) All outstanding long-term incentive awards shall be subject to the treatment provided Executive's benefits under the applicable long-term incentive plan of Supplemental Plan calculated as though Executive had remained employed by the Company or grant agreement;for an additional two (2) years after his active employment ended due to his disability. (4) Accrued but unused vacation pay through the Effective Date Full vesting under any stock option or time-based restricted stock awards provided to Executive and determination of Termination; and (5) All other rights and benefits the Executive is vested in, vesting under any performance-based restricted stock awards pursuant to other plans and programs the provisions of the Companyapplicable plans. (eiii) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to In the Executive in a single lump sum as soon as practicable following the Effective Date event of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5employment under this Section 8(c), Executive acknowledges that he shall remain subject to and bound by the restrictive provisions of Section 7 above. Executive shall not be paid in accordance with the terms of such applicable plans required to seek other employment or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), to take other actions to mitigate any damages suffered by the Company and the nor shall any compensation received by Executive thereafter shall have no further obligations from any other sources reduce any payments or benefits to which he is entitled under this Agreement following the Effective Date of Termination pursuant to this Section 7.2Agreement.

Termination Due to Disability. In the event that If the Executive becomes Disabled during the Term and isincurs a Disability, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar daysas defined below, the Company shall have the right to may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as provided in this Section 7.2. the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (a) The Board shall deliver written notice her base salary pursuant to Section 3.1 through the first anniversary of the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company’s intent to terminate for Disability at least 30 calendar days prior to the Effective Date of Termination. ; (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted Annual Bonus Award established a pro rata bonus for the fiscal year in which of termination, calculated as the Effective Date product of Termination occurs, multiplied by (x) the annual performance-based bonus that would have been payable to the Executive for the fiscal year of termination (determined as of the end of such fiscal year) and (y) a fraction, the numerator of which is the number of completed days in the then-existing current fiscal year through the Effective Date date of Termination, termination and the denominator of which is 365; 365 (3366 if a leap year), to be paid at the normal time for payment of such bonus in the fiscal year following the fiscal year to which the bonus relates; (c) All outstanding long-term incentive awards any unpaid annual bonus earned for a prior completed fiscal year, which bonus shall be subject paid at the normal time for payment of such bonus in the fiscal year in which such termination occurs; (d) any other compensation and benefits to the treatment provided extent actually earned by the Executive under the applicable long-term incentive any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (e) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the first anniversary of such termination of employment or grant agreement; (4ii) Accrued the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, her spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (A) the first anniversary of the date of such termination of employment or (B) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but unused vacation only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if she, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Effective Date Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of Termination; and (5) All other rights the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a “Disability” if and benefits only if the Executive is vested inby reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, pursuant to other plans or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and programs health plan covering employees of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.

Termination Due to Disability. In the event that the Executive becomes Disabled disabled during the Term and is, therefore, employment such that he is unable to perform his duties for more than 180 90 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability disability will exist for more than a period of 180 90 calendar daysdays (“Disability”), the Company shall have the right to terminate the Executive’s employment as provided in this Section 7.2. (a) The Board shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 14 calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 3014-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; (3) All outstanding long-term incentive awards The Company shall be subject to fully accelerate vesting of any and all unvested stock options, restricted stock units and restricted stock grants held by the treatment provided under the applicable long-term incentive plan of the Company or grant agreementExecutive; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.1215.10). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term and is, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar days, the Company shall have the right to terminate the Executive’s employment as provided in this Section 7.2. (a) The Board shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Termination; (5) If such termination of the Executive’s employment is effective after January 1st of any calendar year but prior to the payment of the Executive’s short-term incentive award (if any) for the prior calendar year, then the Executive shall be entitled to receive the full amount of the short-term incentive award (if any) for the prior calendar year, based on the Executive’s performance as determined by the Compensation and Human Resources Committee of the Board of Directors; and (56) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), employment shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.

Termination Due to Disability. In the event that the Executive becomes Disabled If during the Term and isterm of employment you become physically or mentally disabled, thereforewhether totally or partially, unable to perform his duties so that you are prevented from performing the material functions of your position for more than 180 total calendar days during periods aggregating six (6) months in any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar daystwelve (12) month period, the Company shall have the right will be entitled to terminate the Executive’s term of employment as provided in this Section 7.2. (a) The Board shall deliver upon written notice to you given at any time thereafter during which you are still disabled, which notice shall specify the Executive effective date of termination (the “Disability Termination Date”). You will thereafter be entitled to receive, in addition to the Accrued Obligations, Base Salary and Average Annual Bonus for the greater of the remainder of the original term of employment or twelve (12) months, paid in substantially equal installments in accordance with the customary payroll practices of the Company’s intent , and subject to terminate for Disability at least 30 calendar days prior payroll deductions and required withholdings, but reduced on a monthly basis by an amount equal to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall determined disability payments received for such month by you from Workers’ Compensation, Social Security and disability insurance policies maintained by the Board upon receipt of and in reliance on competent medical advice from one Company or more individualsits affiliate; provided, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability however, that all payments under this Section 5 shall become effective cease upon the end earlier of: (i) your commencing substantially full-time employment, or (ii) your ceasing to be eligible for long-term disability benefits under the Company’s or an affiliate’s long-term disability plan or becoming eligible only for partial benefits of the 30-day notice periodless than fifty percent (50%) under such plan. Upon the Effective Date termination of Terminationpayments made pursuant to this Section 5, your disability payments, if any, will be determined in accordance with the Company’s long-term disability program then in effect, and no further payments will be made pursuant to the terms of this Agreement. In addition, subject to Section 7.2(f)11.17, all your outstanding unvested Make Whole Equity Awards shall vest on the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoingDisability Termination Date, the Company your Make Whole RSUs shall be obligated to pay to the Executive the following: settled within sixty (160) Base Salary through the Effective Date days of Termination; (2) An amount equal to the Executive’s unpaid Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Terminationsuch date, and the denominator of which is 365; your Make Whole Stock Options shall remain exercisable for three (3) All outstanding long-term incentive awards shall be subject to years following such date (but not beyond the treatment provided under the applicable long-term incentive plan end of the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Companytheir original term). (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term term of this Agreement and is, therefore, unable to perform his duties herein for more than 180 one hundred eighty (180) total calendar days during any period of 12 twelve (12) consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 one hundred eighty (180) calendar days, the Company shall have the right to terminate the Executive’s active employment as provided in this Section 7.2Agreement. (a) The Board shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 thirty (30) calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Such Disability shall to be determined by the Board of Directors of the Company upon receipt of and in reliance on competent medical advice from one (1) or more individuals, selected by the Board Board, who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the thirty (30-) day notice periodperiod unless prior to the expiration of such thirty (30) day notice period Executive returns to work with medical documentation of his fitness to resume his duties determined to be acceptable by the Board of Directors in their sole discretion. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted targeted Annual Bonus Award award, established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365); (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement;Company; Back to Contents (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 beyond thirty (30) days after from such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(37.2(d)(2) and (d)(5d)(3), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12and 14 and Sections 7.2(e), 1313.3, 15 13.5, and 16 and Section 7.2 13.7 herein (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2Agreement.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term term of this Agreement and is, therefore, unable to perform his duties herein for more than 180 total ninety (90) consecutive calendar days during any period of 12 twelve (1 2) consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar days, the Company shall have the right to terminate the Executive’s active employment as provided in this Section 7.2. (a) The Board Agreement. However, the Committee shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 thirty (30) calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s . Disability shall be determined by the Board Committee upon receipt of and in reliance on competent medical advice from one (1) or more individuals, selected by the Board Committee, who are qualified to give such professional medical advice. (c) . A termination for Disability shall become effective upon the end of the thirty (30-) day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) . Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1a) Base Salary through the Effective Date of Termination (subject to an offset for any disability payments that the Executive receives during this period); (b) A prorated Annual Bonus Award based on the Executive’s target bonus opportunity established for the year in which termination of employment occurs. The prorated amount shall be determined as a function of time within the year that has elapsed prior to the Executive’s Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4c) Accrued but unused vacation pay through the Effective Date of Termination; and (5d) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) . The benefits described in Sections 7.2(d)(17.2(a), (b), (c) and (d)(4d) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but Termination in no event later than 30 days after such date. The payments due order to avoid penalties and excise taxes under the Executive under requirements of Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). Code 409A. All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), employment shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the programs. The Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2Agreement.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term term of this Agreement and is, therefore, unable to perform his duties herein for more than 180 total ninety (90) consecutive calendar days during any period of 12 twelve (12) consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar days, the Company shall have the right to terminate the Executive’s active employment as provided in this Section 7.2. (a) The Board Agreement. However, the Committee shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 thirty (30) calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s . Disability shall be determined by the Board Committee upon receipt of and in reliance on competent medical advice from one (1) or more individuals, selected by the Board Committee, who are qualified to give such professional medical advice. (c) . A termination for Disability shall become effective upon the end of the thirty (30-) day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) . Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1a) Base Salary through the Effective Date of Termination (subject to an offset for any disability payments that the Executive receives during this period); (b) A prorated Annual Bonus Award based on the Executive’s target bonus opportunity established for the year in which termination of employment occurs. The prorated amount shall be determined as a function of time within the year that has elapsed prior to the Executive’s Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4c) Accrued but unused vacation pay through the Effective Date of Termination; and (5d) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) . The benefits described in Sections 7.2(d)(1) 7.2(a), (b), and (d)(4c) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but Termination in no event later than 30 days after such date. The payments due order to avoid penalties and excise taxes under the Executive under requirements of Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). Code 409A. All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), employment shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the programs. The Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2Agreement.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term and is, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar days, the Company shall have the right to terminate the Executive’s employment as provided in this Section 7.2. (a) The Board shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall be determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; (3) All outstanding long-term incentive equity awards granted to the Executive that vest based solely on the passage of time (rather than performance conditions) shall become fully vested and exercisable, as applicable, and all restrictions to which such awards may be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreementshall immediately lapse; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.1212.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 12 and 16 13 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term and is, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar days, the Company shall have the right to terminate the Executive’s employment as provided in this Section 7.2. (a) The Board shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall be determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365. Additionally, if such termination is effective after January 1st of any calendar year but prior to the payment of the Executive’s Annual Bonus (if any) for the prior calendar year, then the Executive shall be entitled to receive the full amount of the Annual Bonus (if any) for the prior calendar year as determined by the Board in its sole discretion based upon the Executive’s performance for the prior calendar year. Additionally, if such termination is effective after a specified performance condition under 5.4(c)(1) through 5.4(c)(5) has been achieved, but prior to payment of the related portion of the contingent cash award, such amount shall be paid to the Executive.; (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable award agreements and long-term incentive plan of the Company or grant agreementCompany; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (6) The unpaid portion of the Cash Retention Award shall vest and be immediately payable upon the Effective Date of Termination. (e) The benefits described in Sections 7.2(d)(1), (4) and (d)(46) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.

Termination Due to Disability. In the event that the (a) If Executive becomes Disabled “Disabled” (as defined below) at any time during the Term and is, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar daysEmployment Period, the Company shall have the right to terminate the Executive’s employment as provided employment, which termination shall become effective upon a date not less than thirty (30) calendar days following the date that written notice of such termination is given to Executive. The Effective Date of Termination shall be specified in this Section 7.2.such written notice of termination. From and after the Effective Date of Termination, the Company shall have no further obligation to pay any Base Salary to Executive. In the event of such termination: (ai) The Board the entitlement of Executive to benefits under any benefit plan, program, policy or arrangement described in Section 5.1 or 5.2 shall deliver written notice to be determined in accordance with the Executive of provisions thereof; (ii) the Company’s intent to terminate for Disability at least 30 calendar days Inducement Grant will fully vest if not already vested and the Inducement Grant and any Annual Equity Compensation Awards made prior to the Effective Date of Termination will, to the extent not already settled, be settled in accordance with the terms of the grant documents covering such grants or awards and consistent with the terms of this Agreement; (iii) vesting and all other rights with respect to stock options and any other equity-based compensation awards not covered by Section 6.1 above will be determined in accordance with the equity incentive plan under which the relevant grant was made and any applicable grant documents; provided, however that Executive shall be considered for such purpose to have been employed at the end of the calendar year in which the termination occurred; (iv) the Company shall pay to Executive, within ninety (90) days after the Effective Date of Termination, a lump sum cash payment equal to the sum of (i) Executive’s Base Salary in effect as of the Effective Date of Termination plus (ii) Executive’s Target Annual Bonus for the year in which the termination occurs; and (v) any LTIP Awards that are not covered by Section 6.1 or Section 6.2(a)(iii) above will be treated in accordance with the LTIP as then in effect. (b) Determinations The term “Disabled” or “Disability” shall mean that (i) Executive has been unable, notwithstanding such reasonable accommodations as may be required by applicable law, to engage in the essential functions of Executive’s Disability shall his position with the Company due to a disability, as determined by the Board Executive Compensation Committee upon receipt of and in reliance on independent competent medical advice from advice, for more than one hundred eighty (180) total calendar days during any period of twelve (12) consecutive months, or more individuals(ii) the Executive Compensation Committee has reasonably determined, selected by the Board who are qualified to give such professional upon receipt of and in reliance on independent competent medical advice. (c) A termination for Disability shall become effective upon , that Executive is unlikely to be able, notwithstanding such reasonable accommodations as may be required by applicable law, to engage in the end essential functions of the 30-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, his position with the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2a disability for more than one hundred eighty (180) shall be paid in a lump sum on the Payment Date total calendar days during any period of twelve (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(312) and (d)(5), shall be paid in accordance with the terms of such applicable plans or programconsecutive months. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term and is, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar days, the Company shall have the right to terminate If the Executive’s employment is terminated during the Term of Employment by reason of the Executive’s Disability, the Executive’s Term of Employment shall terminate automatically without further obligations to the Executive under this Agreement except as provided in this Section 7.2.5(a) and Section 5(h) below. In addition and if the requirements of Section 5(k) are met: (ai) The Board Executive shall deliver written notice receive cash payments in an aggregate amount equal to the sum of (A) Executive’s then current Base Salary and (B) the average of the annual bonuses paid to the Executive for the three calendar years preceding such termination (the “Average Bonus”), with such amount to be paid in cash in equal ratable installments in accordance with applicable MFA payroll practices over the 12 month period following such termination. Such installment payments shall commence as soon as possible (without undue delay), but in any event within 60 days following the date of termination on account Disability, and the first payment shall include any unpaid installments for the period prior to commencement; provided that, in the event that the Executive’s employment terminates on account of Disability on or before December 31, 2018, then to the extent required by Section 409A of the Company’s intent to terminate for Disability at least 30 calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individualsCode, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end payment of the 30-day notice periodsum of the amounts set forth in the preceding clauses (A) and (B) shall be made in a lump sum within 60 days following the date of termination, in lieu of payment in the form of installments. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, in the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to event that the Executive’s unpaid Targeted Annual Bonus Award established for employment is terminated on account of Disability and such termination occurs within 12 months following a Change of Control, in lieu of payment in the fiscal year in which the Effective Date form of Termination occurs, multiplied by a fractioninstallments, the numerator sum of which is the number of completed days amounts set forth in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; preceding clauses (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1A) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2B) shall be paid in a lump sum cash payment as soon as possible (without undue delay), but in any event within 60 days following the date of termination on the Payment Date account of Disability. (ii) The Executive shall receive any unpaid Annual Bonus (as defined in Section 15.12)Exhibit A) for the Performance Period (as defined in Exhibit A) immediately preceding the Executive’s date of termination. (iii) The Company shall reimburse the Executive for 100% of the COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Company’s health care plan during the 18 month period following the Executive’s termination of employment. All other Such reimbursement shall be provided on the payroll date immediately following the date on which the Executive remits the applicable premium payment and shall commence within 60 days after the termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Executive’s termination date and ending on the date of the first reimbursement payment. Reimbursement payments due shall be treated as taxable compensation to the Executive upon termination to the extent required by law. (iv) All of employmentthe Executive’s outstanding equity-based awards (e.g., including those in Sections 7.2(d)(3restricted stock, phantom shares, RSUs and stock options) and (d)(5), shall be paid treated in accordance with the following: (A) Except as otherwise provided in (C) below, all unvested awards shall immediately vest. (B) All vested options shall remain exercisable until the earlier of (x) 90 days following the date of such termination or (y) the date on which each such option would have expired had the Executive’s employment not terminated. (C) Any equity award that is subject to vesting based on the achievement of performance goals shall vest in accordance with the terms of and conditions applicable to such applicable plans or program. (f) With award, determined as though the exception Executive remained actively employed through the end of the covenants contained in Articles 8applicable performance period, 9provided that if the Executive’s date of termination occurs within 12 months following a Change of Control, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which such award shall survive become immediately vested with respect to the target number of shares subject to such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2award.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term term of this Agreement and is, therefore, unable to perform his duties herein for more than 180 one hundred eighty (180) total calendar days during any period of 12 twelve (12) consecutive months, or in the event of the Board’s 's reasonable expectation that the Executive’s 's Disability will exist for more than a period of 180 one hundred eighty (180) calendar days, the Company shall have the right to terminate the Executive’s 's active employment as provided in this Section 7.2Agreement. (a) The Board shall deliver written notice to the Executive of the Company’s 's intent to terminate for Disability at least 30 thirty (30) calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Such Disability shall to be determined by the Board of Directors of the Company upon receipt of and in reliance on competent medical advice from one (1) or more individuals, selected by the Board Board, who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the thirty (30-) day notice periodperiod unless prior to the expiration of such thirty (30) day notice period Executive returns to work with medical documentation of his fitness to resume his duties determined to be acceptable by the Board of Directors in their sole discretion. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s 's obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s 's unpaid Targeted targeted Annual Bonus Award award, established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365); (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreementCompany; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 beyond thirty (30) days after from such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(37.2(d)(2) and (d)(5d)(3), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12and 14 and Sections 7.2(e), 1313.3, 15 13.5, and 16 and Section 7.2 13.7 herein (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2Agreement.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term term of this Agreement and is, therefore, unable to perform his duties herein for more than 180 one hundred eighty (180) total calendar days during any period of 12 twelve (12) consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 one hundred eighty (180) calendar days, the Company shall have the right to terminate the Executive’s active employment as provided in this Section 7.2Agreement. (a) The Board shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 thirty (30) calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Such Disability shall to be determined by the Board of Directors of the Company upon receipt of and in reliance on competent medical advice from one (1) or more individuals, selected by the Board Board, who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the thirty (30-) day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted targeted Annual Bonus Award award, established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365); (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreementCompany; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the CompanySubsidiary, or as mandated by Israeli law. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 beyond thirty (30) days after from such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(37.2(d)(2) and (d)(5d)(3), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12and 14 and Sections 7.2(e), 1313.3, 15 13.5, and 16 and Section 7.2 13.7 herein (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2Agreement.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term and is, therefore, unable to perform his duties for more than 180 total calendar days during any period A. The Company may terminate Executive’s employment in case of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar days(as defined below). If Executive’s employment is terminated under this Section 4(A), the Company shall have pay Executive all amounts due as accrued salary, vacation time and benefits through the right Termination Date. For purposes of this Section 4(A), the Termination Date shall be the date specified by the Board immediately following a determination by a qualified physician of Executive’s Disability. B. In addition to terminate the payments set forth in Section 4(A) above, the Company shall pay Executive an amount equal to the product of (i) 2.5 times Executive’s average monthly base salary over the preceding twelve (12) month period multiplied by (ii) each year of service provided by Executive to the Company prior to Executive’s date of Disability; provided, however, that in no event may the aggregate payment under this Section 4(B) exceed 30 months of Executive’s average monthly base salary over the preceding twelve (12) month period. For purposes of calculating the number of years of Executive’s service in this Section 4(B), a partial year of service shall be counted but shall be pro rated based on the actual number of months worked during such partial year of service. Notwithstanding the foregoing, no payment under this Section 4(B) shall be paid unless all Company property in Executive’s possession is returned and the Release is executed by the Executive or his authorized representative within ninety (90) days of the date that the Board, in its sole discretion, determines that Executive is Disabled. All payments shall be made less standard withholdings for taxes and social security, medicare and state disability tax purposes and shall be payable over a twenty (20) month term in pro rata payments commencing on the first day of the calendar month following the expiration of the ninety (90) days period provided for returning Company property and executing the Release. C. In addition, the Company shall pay COBRA premiums for Executive and Executive’s spouse until the earlier of (i) the effective date on which Executive obtains comparable health insurance from a subsequent employer or (ii) eighteen (18) months following the Executive’s employment as provided Termination Date. However, if Executive fails to both (i) return all Company property in this Section 7.2. his possession and (aii) The Board shall deliver written notice to execute the Executive of Release within the Company’s intent to terminate for Disability at least 30 calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-90 day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under obligation to pay COBRA premiums shall cease and Executive shall reimburse the Company for all COBRA premiums previously paid by it on Executive’s behalf. D. For purposes of this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the “Disability” means that Executive is vested in, pursuant (i) unable to other plans and programs engage in any substantial gainful activity by reason of the Companyany medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of at least twelve (12) months; or (ii) receiving income replacement benefits for a period of not less than three months under a Company health or accident plan because of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of at least twelve (12) months. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term term of this Agreement and is, therefore, unable to perform his duties herein for more than 180 one hundred eighty (180) total calendar days during any period of 12 twelve (12) consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 one hundred eighty (180) calendar days, the Company shall have the right to terminate the Executive’s active employment as provided in this Section 7.2Agreement. (a) The Board shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 thirty (30) calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Such Disability shall to be determined by the Board of Directors of the Company upon receipt of and in reliance on competent medical advice from one (1) or more individuals, selected by the Board Board, who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the thirty (30-) day notice period. Upon period unless prior to the Effective Date expiration of Termination, subject such thirty (30) day notice period Executive returns to Section 7.2(f), work with medical documentation of his fitness to resume his duties determined to be acceptable by the Company’s obligations under this Agreement shall immediately expireBoard of Directors in their sole discretion. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted targeted Annual Bonus Award award, established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365); (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreementCompany; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, including any accrued but unpaid Annual Bonus award for the prior year, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 beyond thirty (30) days after from such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(37.2(d)(2) and (d)(5d)(3), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12and 14 and Sections 7.2(e), 1313.3, 15 13.5, and 16 and Section 7.2 13.7 herein (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2Agreement.

Termination Due to Disability. In Employer may terminate Employee’s employment at any time if Employee becomes disabled, upon written notice by Employer to Employee. If Employee’s employment is terminated because of Employee’s disability, he shall be entitled to: (i) payment of any earned but unpaid portion of Employee’s then current Base Salary through the event that effective date of such termination; (ii) payment of a lump-sum disability benefit equal to 24 months’ then current Base Salary and, if Employee’s termination on account of disability occurs before the Executive becomes Disabled during the Term and is, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event first anniversary of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar daysEffective Date, the Company disability benefit provided under this Section 7(e)(ii) shall be increased by the amount of Base Salary Employee would have received, but for his termination on account of disability, by working between his actual termination date and until the first anniversary of the Effective Date; (iii) reimbursement for any reasonable, unreimbursed and documented business expense he has incurred in performing Employee’s duties hereunder; (iv) the right to terminate elect continuation coverage of insurance benefits to the Executive’s employment extent required by law; (v) payment of any accrued but unpaid benefits and any other rights, and vesting of any outstanding Equity-Based Awards, as provided in this Section 7.2.by the terms of any employee benefit plan or program of Employer; and (avi) The Board shall deliver written notice to the Executive if Employee’s termination on account of the Company’s intent to terminate for Disability at least 30 calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon disability occurs before the end of the 30-day notice period. Upon third anniversary of the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the followingDate: (1A) Base Salary through a grant of the Effective Date 2007, 2008 and/or 2009 Promised Future Stock Awards, to the extent one or more of Terminationsuch grants has not already been made; (2B) An amount equal each of the 2007, 2008 and 2009 Promised Future Stock Awards (including those previously granted) becoming fully vested (in the case of RSUs) and exercisable (in the case of stock options), to the Executiveextent not already vested or exercisable, respectively, on the effective date of Employee’s unpaid Targeted Annual Bonus Award established for the fiscal year in which the Effective Date termination of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Terminationemployment; and (5C) All other rights and benefits the Executive is vested in, pursuant to other plans and programs each of the Company. stock option award portions of the 2007, 2008 and 2009 Promised Future Stock Awards (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3previously granted) and (d)(5), shall be paid remaining exercisable by Employee in accordance with the terms of such the applicable plans option award agreements. Any payments made under this Section 7(e) shall be made within 30 days of Employee’s termination of employment. “Disability,” as used in this paragraph, means a physical or program. mental illness, injury, or condition that (fa) With the exception prevents, or is likely to prevent, as certified by a physician, Employee from performing one or more of the covenants contained essential functions of Employee’s position, for at least 120 consecutive calendar days or for at least 150 calendar days, whether or not consecutive, in Articles 8any 365 calendar day period, 9and (b) which cannot be accommodated with a reasonable accommodation, 10without undue hardship on Employer, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), as specified in the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2Americans with Disabilities Act.

Termination Due to Disability. In the event that the The REIT Operator may terminate Executive’s employment if Executive becomes Disabled during the Term and is, therefore, (i) is unable to perform his duties engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or is expected to last for more than 180 total calendar days during any a continuous period of not less than 12 consecutive months, or (ii) is, by reason of any medically determinable physical or mental impairment which is expected to result in the event death or is expected to last for a continuous period of not less than 12 months, actually receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Board’s reasonable expectation that Company (“Disability”). Any questions as to the existence of Executive’s Disability will exist as to which Executive and the REIT Operator cannot agree shall be determined in writing by a qualified independent medical practitioner mutually acceptable to Executive and the REIT Operator. If Executive’s employment is terminated under this Section 4(a) for more than a period of 180 calendar daysDisability, the Company shall have pay to Executive the right Accrued Benefits pursuant to terminate the Executive’s employment as provided in this Section 7.2. (a4(h) The Board shall deliver written notice below and any earned but unpaid Annual Bonus relating to the Executive of the Company’s intent to terminate for Disability at least 30 calendar days year prior to the Effective Date year of Termination. (b) Determinations termination, and, subject to Executive’s execution of a general release of claims in favor of the Company in substantially the form attached hereto as Exhibit A, after termination of Executive’s Disability shall determined by employment, and the Board upon receipt expiration of any applicable or legally required revocation period, all within 60 days after the date of termination (the “Release Requirement”) and further subject to Executive’s compliance with the obligations in reliance on competent medical advice from one or more individualsSections 7, selected by the Board who 8 and 9, (A) Executive’s outstanding equity awards that are qualified subject solely to give such professional medical advice. (c) A termination for Disability shall time-based vesting conditions will become effective upon the end fully vested as of the 30-day notice period. Upon the Effective Date date of Termination, Executive’s termination (treatment of equity awards subject to Section 7.2(fperformance-based vesting conditions will be addressed in the applicable award agreements), (B) within 60 days following the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoingdate of termination, the Company shall be obligated pay Executive (i) an amount equal to 50% of Executive’s then-current Base Salary and (ii) a pro-rated bonus for the year of termination equal to Executive’s Target Annual Bonus for the then-current calendar year (annualized if the termination occurs in 2020), pro-rated to reflect the number of days in such calendar year through the date of termination of employment, and (C) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable law (“COBRA”), and Executive timely elects such coverage, the Company shall directly pay, or reimburse Executive for, the COBRA premiums, less the amount Executive would have had to pay to receive such group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of termination, during the period commencing on the date of termination and ending upon the earliest of (x) the date 18 months after the date Executive’s employment terminates, (y) the date Executive and, if applicable, Executive’s covered dependents become no longer eligible for COBRA and (z) the following: date Executive becomes eligible to receive healthcare coverage from a subsequent employer (1) Base Salary through as applicable, the Effective Date of Termination; (2) An “COBRA Continuation Period”); provided, however, that if Executive is not eligible to elect COBRA continuation coverage or the Company determines that it cannot provide the foregoing benefit under its group health plan or without potentially violating applicable law or triggering adverse tax consequences to the Company or Executive, the Company shall in lieu thereof provide to Executive a taxable monthly payment during the COBRA Continuation Period in an amount equal to the monthly premium that the Company would have contributed to Executive’s unpaid Targeted Annual Bonus Award established for and Executive’s covered dependents’ group health coverage in effect on the fiscal year in date of termination (which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; (3) All outstanding long-term incentive awards amount shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum based on the Payment Date (as defined premiums in Section 15.12). All other payments due to effect on the Executive upon termination date of employment, including those in Sections 7.2(d)(3) and (d)(5), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), less the Company amount Executive would have had to pay to receive such group health coverage for Executive and his covered dependents based on the Executive thereafter shall have no further obligations under this Agreement cost sharing levels in effect on the date of termination (as applicable, the “Continued Health Care Coverage Benefit”). The Continued Health Care Coverage Benefits will commence within 60 days following the Effective Date date of Termination pursuant termination (with the first payment to this Section 7.2include any installment payments that would have been made during such 60-day period if payments had commenced on the date of termination).

Termination Due to Disability. (a) In the event that the Executive becomes Disabled during the Term and is, therefore, unable unable, or the Board reasonably expects that the Executive will be unable, to perform his her duties hereunder for more than 180 one hundred eighty (180) total calendar days during any period of 12 twelve (12) consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar days, the Company shall have the right to terminate the Executive’s employment as provided in this Section 7.2. (a) The Board shall may deliver written notice to the Executive of the Company’s intent to terminate her employment for Disability Disability. The Board shall deliver such written notice to the Executive at least 30 thirty (30) calendar days prior to the Effective intended Date of Termination. (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the thirty (30-) day notice period. Upon the Effective such Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement obligation to pay and provide to the Executive the compensation described in the Sections 5.1, 5.2, and 5.3 herein shall immediately expire. (d) Notwithstanding the foregoingterminate, the except as otherwise provided therein. The Company shall be obligated to pay to the Executive a lump sum amount, payable within ninety (90) days after the following: (1) Base Salary through the Effective Date of Termination; (2) An amount , equal to the Executive’s unpaid Targeted target Annual Bonus Award established for the fiscal year Fiscal Year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year Fiscal Year through the Effective Date of Termination, and the denominator of which is 365; (3) All the number of days in the Fiscal Year. Vesting of the Executive’s outstanding long-term incentive equity awards shall be subject with respect to the treatment provided under the applicable long-term incentive plan stock of the Company or grant agreement; any successor (4including outstanding Options, SARs, Performance Awards and Time Vested Shares) Accrued but unused vacation pay through shall be accelerated in full. The Executive shall receive all rights and benefits in which she is vested at the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to this Agreement or to other plans and programs of the Company. (ec) The benefits described Board’s reasonable determination of Disability must be made in Sections 7.2(d)(1reliance on competent medical advice from one (1) and (d)(4) shall be paid in cash or more individuals selected by the Board who are qualified to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after give such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), shall be paid in accordance with the terms of such applicable plans or programprofessional medical advice. (fd) With If the exception Executive and the Company disagree as to whether the Executive has suffered a Disability as described in subsection (a) above, the matter shall be referred to a panel of three (3) medical doctors, one of which shall be selected by the Executive, one of which shall be selected by the Company, and one of which shall be selected by the two (2) doctors as so selected, and the decision of a majority of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 panel with respect to the question of whether the Executive has suffered a Disability shall be binding upon the Executive and 16 and Section 7.2 (which the Company. The expenses of any such referral shall survive such termination), be borne by the Company. The Executive may be required by the Company to submit to medical examination at any time during the period of her employment hereunder, but not more often than quarterly, to determine whether a Disability exists for the purpose of this Agreement. (e) It is expressly understood that the Disability of the Executive for one hundred eighty (180) total calendar days or less during any period of twelve (12) consecutive months, in the absence of the Board’s reasonable expectation that her Disability will continue as described above, shall not constitute a failure by the Executive to perform her duties hereunder and shall not be deemed a breach or default, and the Executive thereafter shall have no further obligations under this Agreement following receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the Effective Date of Termination pursuant to this Section 7.2Term.

Termination Due to Disability. In the event that the Executive ----------------------------- becomes Disabled during the Term term of this Agreement and is, therefore, unable to perform his duties herein for a period of more than 180 total one hundred eighty (180) calendar days in the aggregate, whether or not consecutive, during any period of 12 twelve (12) consecutive months, or in the event of the Board’s 's reasonable expectation that the Executive’s 's Disability will exist for more than a period of 180 one hundred eighty (180) calendar days, the Company shall have the right to terminate this Agreement and the Executive’s 's employment as provided in this Section 7.2. (a) The hereunder. However, the Board shall deliver written notice to the Executive of the Company’s 's intent to terminate for Disability at least 30 thirty (30) calendar days prior to the Effective Date effective date of Termination. (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) termination. A termination for Disability shall become effective upon the end of the thirty (30-) day notice period. Upon such effective date, the Company shall pay to the Executive all benefits to which the Executive has a vested right to at that time. This shall include Base Salary (at the rate then in effect as provided in Paragraph 4.1 herein) accrued vacation pay, unreimbursed business expenses, and all other items earned and owed to the Executive through and including the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement . The Executive also shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount receive a bonus equal to the Executive’s unpaid Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of TerminationPayment Amount, and the denominator a cashout of which is 365; (3) All outstanding previously vested long-term incentive incentives. The Executive's unvested outstanding (i) stock options, (ii) phantom shares and - -- (iii) other incentives or awards shall (including, without limitation, any outstanding --- award of restricted stock or performance shares) will be subject vested and cashed out upon the Executive's Disability. The Executive's benefits accrued to the treatment provided date under the applicable long-term incentive plan Guarantee Life Insurance Company Retirement Plan also shall become immediately vested upon the effective date of the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights Executive's Disability and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), shall be paid payable in accordance with the terms of such applicable plans or program. Plan in a single lump sum payment. Further, subject to the fulfillment of the definition of "disability" (fwhich shall be defined based upon the Executive's occupation as Chairman of the Board, President, and Chief Executive Officer, similar to the definition required below in this Paragraph 6.3) With as provided under the terms of the Company's short- and long-term disability insurance plans, the Executive shall participate in these benefits to the extent provided within the provisions of the respective plan. Thereafter, the Company's obligation to pay and provide to the Executive Base Salary, annual bonus, and long-term incentives (as provided in Paragraphs 4.1, 4.2, and 4.3, respectively), shall immediately expire and, with the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 8 herein (which shall survive such termination), the Company Company, the Parent and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2Agreement.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term and is, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar days, the Company shall have the right to terminate If the Executive’s employment is terminated during the Term of Employment by reason of the Executive’s Disability, the Executive’s Term of Employment shall terminate automatically without further obligations to the Executive under this Agreement except as provided in this Section 7.2. (a) and Section 5(h) below. In addition (subject to compliance with the requirements of Section 5(k)): (i) The Board Executive shall deliver written notice receive cash payments in an aggregate amount equal to the sum of (A) Executive’s then current Base Salary and (B) the average of the annual bonuses paid to the Executive for the three calendar years preceding such termination (the “Average Bonus”), with such amount to be paid in cash in equal ratable installments in accordance with applicable MFA payroll practices over the 12 month period following such termination. Such installment payments shall commence as soon as possible (without undue delay), but in any event within 60 days following the date of termination on account Disability, and the Company’s intent to terminate first payment shall include any unpaid installments for Disability at least 30 calendar days the period prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice periodcommencement. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, in the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to event that the Executive’s unpaid Targeted Annual Bonus Award established for employment is terminated on account of Disability and such termination occurs within 12 months following a Change of Control, in lieu of payment in the fiscal year in which the Effective Date form of Termination occurs, multiplied by a fractioninstallments, the numerator sum of which is the number of completed days amounts set forth in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; preceding clauses (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1A) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2B) shall be paid in a lump sum cash payment as soon as possible (without undue delay), but in any event within 60 days following the date of termination on the Payment Date account of Disability. (ii) The Executive shall receive any unpaid Annual Bonus (as defined in Section 15.12)Exhibit A) for the Performance Period (as defined in Exhibit A) immediately preceding the Executive’s date of termination. (iii) The Company shall reimburse the Executive for 100% of the COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Company’s health care plan during the 18 month period following the Executive’s termination of employment. All other Such reimbursement shall be provided on the payroll date immediately following the date on which the Executive remits the applicable premium payment and shall commence within 60 days after the termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Executive’s termination date and ending on the date of the first reimbursement payment. Reimbursement payments due shall be treated as taxable compensation to the Executive upon termination to the extent required by law. (iv) All of employmentthe Executive’s outstanding equity-based awards (e.g., including those in Sections 7.2(d)(3restricted stock, phantom shares, RSUs and stock options) and (d)(5), shall be paid treated in accordance with the following: (A) Except as otherwise provided in (C) below, all unvested awards shall immediately vest. (B) All vested options shall remain exercisable until the earlier of (x) 90 days following the date of such termination or (y) the date on which each such option would have expired had the Executive’s employment not terminated. (C) Any equity award that is subject to vesting based on the achievement of performance goals shall vest in accordance with the terms of and conditions applicable to such applicable plans or program. (f) With award, determined as though the exception Executive remained actively employed through the end of the covenants contained in Articles 8applicable performance period, 9provided that if the Executive’s date of termination occurs within 12 months following a Change of Control, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which such award shall survive become immediately vested with respect to the target number of shares subject to such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2award.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term term of this Agreement and is, therefore, unable to perform his duties herein for more than 180 one hundred eighty (180) total calendar days during any period of 12 twelve (12) consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 one hundred eighty (180) calendar days, the Company shall have the right to terminate the Executive’s active employment as provided in this Section 7.2Agreement. (a) The Board shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 thirty (30) calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Such Disability shall to be determined by the Board of Directors of the Company upon receipt of and in reliance on competent medical advice from one (1) or more individuals, selected by the Board Board, who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the thirty (30-) day notice periodperiod unless prior to the expiration of such thirty (30) day notice period Executive returns to work with medical documentation of his fitness to resume his duties determined to be acceptable by the Board of Directors in their sole discretion. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted targeted Annual Bonus Award award, established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365); (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreementCompany; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 beyond thirty (30) days after from such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(37.2(d)(2) and (d)(5d)(3), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12and 14 and Sections 7.2(e), 1313.3, 15 13.5, and 16 and Section 7.2 13.7 herein (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2Agreement.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term and is, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar days, the Company shall have the right to terminate the Executive’s employment as provided in this Section 7.2. (a) The Board shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; (3) Additionally, if such termination is effective after January 1st of any calendar year but prior to the payment of the Executive’s Annual Bonus (if any) for the prior calendar year, then the Executive shall be entitled to receive the full amount of the Annual Bonus (if any) for the prior calendar year as determined by the Board in its sole discretion based upon the Executive’s performance for the prior calendar year; (4) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (45) Accrued but unused vacation pay through the Effective Date of Termination; and (56) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.

Termination Due to Disability. In The Company may cause the event that REIT Operator to terminate Executive’s employment, to the extent permitted by applicable law, if Executive becomes Disabled during the Term and is, therefore, (i) is unable to perform his duties the essential functions of Executive’s job, with or without reasonable accommodation, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for more than 180 total calendar days during any a continuous period of 12 consecutive not less than six (6) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in the event death or can be expected to last for a continuous period of the Board’s reasonable expectation that the Executive’s Disability will exist not less than six (6) months, actually receiving income replacement benefits for more than a period of 180 calendar days, not less than three months under an accident and health plan covering employees of the Company shall have the right to terminate the REIT Operator (“Disability”). If Executive’s employment as provided in is terminated under this Section 7.2. (a1(a) The Board for Disability, then the REIT Operator shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one pay or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the provide Executive the following: (1i) Base Salary through the Effective Date of TerminationAccrued Benefits (as defined in Section 1(h)(i) hereof); (2ii) An Executive’s outstanding equity awards that are subject solely to time-based vesting conditions shall become fully vested as of Executive’s date of termination (the “Vesting Acceleration for Time-Based Equity Awards”); (iii) the REIT Operator shall pay Executive a cash amount equal to the product of (x) Executive’s unpaid Targeted Annual Bonus Award established for the fiscal year in which the Effective Date effective date of Termination Executive’s termination occurs, multiplied by and (y) a fraction, the numerator of which is the number of completed days in the then-existing fiscal calendar year through preceding the Effective Date effective date of TerminationExecutive’s termination, and the denominator of which is 365; 365 (3) All outstanding long-term incentive awards shall be subject the “Prorated Final Year Target Bonus”). Subject to Section 18, the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) Prorated Final Year Target Bonus shall be paid in cash to the Executive in a single lump sum as soon as practicable with the first payroll date to occur after the sixtieth (60th) day following the Effective Date effective date of TerminationExecutive’s termination; and (iv) if Executive timely and properly elects to continue participation in any group medical, but in no event later than 30 days after such date. The payments due dental, vision and/or prescription drug plan benefits to which Executive or Executive’s eligible dependents would be entitled under COBRA, then the REIT Operator shall pay Executive a monthly cash payment equal to the Executive under Section 7.2(d)(2excess of (x) shall be paid in a lump sum on the COBRA cost of coverage for each month during the Applicable Benefits Payment Date Period (as defined in Section 15.121(h)(i) hereof) over (y) the amount that Executive would have had to pay for such coverage if Executive had remained employed by the REIT Operator during the Applicable Benefits Payment Period and paid the active employee rate for such coverage, less withholding for taxes and other similar items (the “Benefits Payments”), paid in accordance with the normal payroll practice of the REIT Operator during the Applicable Benefits Payment Period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination). All other payments due Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive. For the Executive upon termination avoidance of employmentdoubt, including those in Sections 7.2(d)(3) and (d)(5), Executive’s outstanding equity awards that are subject to performance-based vesting conditions shall be paid treated in accordance with the terms of such the applicable plans or programaward agreement. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.

Termination Due to Disability. In the event that the The REIT Operator may terminate Executive’s employment if Executive becomes Disabled during the Term and is, therefore, (i) is unable to perform his duties engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or is expected to last for more than 180 total calendar days during any a continuous period of not less than 12 consecutive months, or (ii) is, by reason of any medically determinable physical or mental impairment which is expected to result in the event death or is expected to last for a continuous period of not less than 12 months, actually receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Board’s reasonable expectation that Company (“Disability”). Any questions as to the existence of Executive’s Disability will exist as to which Executive and the REIT Operator cannot agree shall be determined in writing by a qualified independent medical practitioner mutually acceptable to Executive and the REIT Operator. If Executive’s employment is terminated under this Section 4(a) for more than a period of 180 calendar daysDisability, the Company shall have pay to Executive the right Accrued Benefits pursuant to terminate the Executive’s employment as provided in this Section 7.2. (a4(h) The Board shall deliver written notice below and any earned but unpaid Annual Bonus relating to the Executive of the Company’s intent to terminate for Disability at least 30 calendar days year prior to the Effective Date year of Termination. (b) Determinations termination, and, subject to Executive’s execution of a general release of claims in favor of the Company in substantially the form attached hereto as Exhibit A, after termination of Executive’s Disability shall determined by employment, and the Board upon receipt expiration of any applicable or legally required revocation period, all within 60 days after the date of termination (the “Release Requirement”) and further subject to Executive’s compliance with the obligations in reliance on competent medical advice from one or more individualsSections 7, selected by the Board who 8 and 9, (A) Executive’s outstanding equity awards that are qualified subject solely to give such professional medical advice. (c) A termination for Disability shall time-based vesting conditions will become effective upon the end fully vested as of the 30-day notice period. Upon the Effective Date date of Termination, Executive’s termination (treatment of equity awards subject to Section 7.2(fperformance-based vesting conditions will be addressed in the applicable award agreements), (B) within 60 days following the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoingdate of termination, the Company shall be obligated pay Executive (i) an amount equal to 50% of Executive’s then-current Base Salary and (ii) a pro-rated bonus for the year of termination equal to Executive’s Target Annual Bonus for the then-current calendar year (annualized if the termination occurs in 2020), pro-rated to reflect the number of days in such calendar year through the date of termination of employment, and (C) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable law (“COBRA”), and Executive timely elects such coverage, the Company shall directly pay, or reimburse Executive for, the COBRA premiums, less the amount Executive would have had to pay to receive such group health coverage for Executive and her covered dependents based on the cost sharing levels in effect on the date of termination, during the period commencing on the date of termination and ending upon the earliest of (x) the date 18 months after the date Executive’s employment terminates, (y) the date Executive and, if applicable, Executive’s covered dependents become no longer eligible for COBRA and (z) the following: date Executive becomes eligible to receive healthcare coverage from a subsequent employer (1) Base Salary through as applicable, the Effective Date of Termination; (2) An “COBRA Continuation Period”); provided, however, that if Executive is not eligible to elect COBRA continuation coverage or the Company determines that it cannot provide the foregoing benefit under its group health plan or without potentially violating applicable law or triggering adverse tax consequences to the Company or Executive, the Company shall in lieu thereof provide to Executive a taxable monthly payment during the COBRA Continuation Period in an amount equal to the monthly premium that the Company would have contributed to Executive’s unpaid Targeted Annual Bonus Award established for and Executive’s covered dependents’ group health coverage in effect on the fiscal year in date of termination (which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; (3) All outstanding long-term incentive awards amount shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum based on the Payment Date (as defined premiums in Section 15.12). All other payments due to effect on the Executive upon termination date of employment, including those in Sections 7.2(d)(3) and (d)(5), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), less the Company amount Executive would have had to pay to receive such group health coverage for Executive and her covered dependents based on the Executive thereafter shall have no further obligations under this Agreement cost sharing levels in effect on the date of termination (as applicable, the “Continued Health Care Coverage Benefit”). The Continued Health Care Coverage Benefits will commence within 60 days following the Effective Date date of Termination pursuant termination (with the first payment to this Section 7.2include any installment payments that would have been made during such 60-day period if payments had commenced on the date of termination).

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term term of this Agreement and is, therefore, unable to perform his duties herein for more than 180 one hundred eighty (180) total calendar days during any period of 12 twelve (12) consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 one hundred eighty (180) calendar days, the Company shall have the right to terminate the Executive’s active employment as provided in this Section 7.2Agreement. (a) The Board shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least 30 thirty (30) calendar days prior to the Effective Date of Termination. (b) Determinations of Executive’s Such Disability shall to be determined by the Board of Directors of the Company upon receipt of and in reliance on competent medical advice from one (1) or more individuals, selected by the Board Board, who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the thirty (30-) day notice periodperiod unless prior to the expiration of such thirty (30) day notice period Executive returns to work with medical documentation of his fitness to resume his duties determined to be acceptable by the Board of Directors in their sole discretion. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire.. Back to Contents (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1) Base Salary through the Effective Date of Termination; (2) An amount equal to the Executive’s unpaid Targeted targeted Annual Bonus Award award, established for the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365); (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreementCompany; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 beyond thirty (30) days after from such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(37.2(d)(2) and (d)(5d)(3), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12and 14 and Sections 7.2(e), 1313.3, 15 13.5, and 16 and Section 7.2 13.7 herein (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2Agreement.

Termination Due to Disability. In the event that the Executive becomes Disabled during the Term and is, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a period of 180 calendar days, the Company shall have the right to terminate the Executive’s employment as provided in this Section 7.2.is terminated due to his Disability, he shall be entitled to the following benefits: (ai) The Board shall deliver written notice to disability benefits in accordance with the Executive long-term disability program in effect for senior executives of the Company’s intent ; provided, however, in no event shall such benefits provide the Executive with less than 60% of his Base Salary to terminate for Disability at least 30 calendar days prior to the Effective Date of Termination.age 65; (b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice. (c) A termination for Disability shall become effective upon the end of the 30-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (1ii) Base Salary through the Effective Date end of Terminationthe month in which disability benefits commence, and paid consistent with the regular payroll practices of the Company; (2iii) An Pro Rata annual incentive award for the year in which the Executive’s termination occurs, if such awards are payable, subject to Section 12(k), and paid when bonuses are paid to others; (iv) all outstanding options, whether or not then vested, shall vest and shall remain exercisable for a period of one year or until their stated expiration date, if earlier; (v) Pro Rata long-term incentives shall be payable, subject Section 12(k), when scheduled to be paid (if, and to the extent, such awards are payable); and (vi) continued participation in all medical, dental, vision and hospitalization insurance coverage and in other employee benefit plans or programs covered by Section 8 in which he was participating on the Date of Termination until the earlier of 36 months following termination of employment or the date, or dates, he receives equivalent coverage and benefits from a subsequent employer; provided, however, that this continued participation does not include continued participation in either the qualified pension plan or the 401(k) plan. In the event the Company’s plans do not permit continuation of Executive’s participation in the benefit plans and programs covered by this Section 12(d)(vii), following his termination, then the Company shall itself pay or provide the benefits to the Executive. The Executive shall pay the cost, on an after-tax basis, for the continued health benefit coverage. Subject to Section 12(k), on or about January 31 of the year following the year in which the Date of Termination occurs and continuing on or about each January 31 until the year following the last year of the benefits period, the Company will make a payment to the Executive such that, after payment of all taxes incurred by the Executive as a result of the Executive’s receipt of the continued health benefit coverage and payment by the Company, the Executive retains an amount equal to the amount the Executive paid during the immediately preceding calendar year for the health benefit coverage described in this Section. In no event shall a termination of the Executive’s unpaid Targeted Annual Bonus Award established employment for Disability occur until the fiscal year in which the Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; (3) All outstanding long-term incentive awards shall be subject Party terminating his employment gives written notice to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (4) Accrued but unused vacation pay through the Effective Date of Termination; and (5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than 30 days after such date. The payments due to the Executive under Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other payments due to the Executive upon termination of employment, including those in Sections 7.2(d)(3) and (d)(5), shall be paid Party in accordance with the terms of such applicable plans or programSection 23 below. (f) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and 16 and Section 7.2 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 7.2.