Common use of Termination Due to Disability Clause in Contracts

Termination Due to Disability. If Employee’s employment is terminated due to Employee’s Disability, Employee shall have no further rights against the Company hereunder, except for the right to receive (i) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, in accordance with the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the Company.

Termination Due to Disability. If Employee’s employment is terminated due to Employee’s Disability, Employee shall have no further rights against the Company hereunder, except for the right to receive (i) Final Pay; (ii) Final Expenses, ; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, except as otherwise provided in accordance with the normal payroll practices of the CompanySection 2.8, below. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.68.5, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock equity awards granted to Employee prior to the date of termination shall be as provided in the stock option and restricted stock applicable equity award agreements between Employee and the Company.

Termination Due to Disability. If Employeethe Executive’s employment hereunder is terminated due to Employee’s Disability, Employee the Executive shall have no further rights against be entitled to the Company hereunder, except for the right to receive following: (i) Final Pay; payment of Base Salary, in accordance with the Company’s regular payroll practices (based on the Executive’s rate of annual Base Salary at the time of the Executive’s termination of employment), until commencement of long-term disability payments, but in no event for more than one year following the last day of his employment; (ii) Final Expensesif earned by the Executive but not yet paid at the time of his termination of employment, an annual incentive award for the year prior to the year in which the Executive’s employment terminates due to Disability, payable in accordance with Section 5; (iii) Employeean annual incentive award for the year in which the Executive’s Unpaid Bonus; employment terminates, prorated based on the target annual bonus and the number of days worked in such year, and payable by the Company in a lump sum promptly following the last day of the Executive’s employment, but in no event later than the end of the taxable year in which the Executive’s Disability occurs or within 90 days following the date of Disability; (iv) Employee’s Prorated Bonus; and immediate vesting of all share options, with such options remaining exercisable for the remainder of their stated terms; (v) a Severance Payment (defined below), the payment of the Standard Benefit; (vi) continued participation for three (3) months for the Executive and each of his covered dependents in all medical, dental, hospitalization and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against Executive and such dependents were participating at the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment time of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of EmployeeExecutive’s termination of employment, payable in and monthly payments for nine (9) months thereafter of an amount equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices monthly premiums paid by the Company for such coverage at the time of the Company, in accordance with the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following EmployeeExecutive’s termination of employment and employment; and (yvii) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount payment of the Severance Payment under this Section 2.5 shall not be reduced by Cost of Living Allowance for three (3) months following the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion last day of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the CompanyExecutive’s employment.

Termination Due to Disability. If Employee’s In the event that the Executive's employment hereunder is terminated due to Employee’s Disability, Employee he shall have no further rights against the Company hereunder, except for the right to receive (i) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory be entitled to the Companyfollowing: (I) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, periodic disability payments in accordance with the normal payroll practices Company's Long-Term Disability Plan; (II) Base Salary through the end of the month in which the Termination Date occurs; (III) a Pro-Rata annual incentive award for the fiscal year in which his Termination Date occurs, based on the Executive's annual bonus opportunity for such fiscal year (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company. The amount 's performance during such fiscal year; (IV) the continued right to exercise each outstanding stock option, including the Special Stock Option, for a minimum period of 12 months (provided, however, that no options can be exercised beyond their expiration date), all such Severance Payment options to become fully vested and exercisable as of the Termination Date, and the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; and (V) continued participation, for a period of two years from the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he was participating on the date on which his employment terminates, on terms and conditions that are no less favorable to him than those that applied on such date, and with COBRA benefits commencing thereafter; provided that the Company's obligation under this Section 8(B)(V) shall be reduced by to the extent that equivalent coverages and benefits (xdetermined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination arrangements of employment or during the six a subsequent employer; and (6VI) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under immediate vesting in the Company’s Long Term Disability Program 's Retirement Savings Plan (or any successor program thereto401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; and (VII) the benefits described in Section 8(H)(I). Employee acknowledges and agrees that, upon No termination of the cessation, if any, Executive's employment for Disability shall be effective until the Company first gives 15 days written notice of such Disability during the period for which the Severance Payment is termination to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the CompanyExecutive.

Termination Due to Disability. If Employee’s employment is terminated due to Employee’s Disability, Employee shall have no further rights against the Company hereunder, except for the right to receive (i) Final Pay; (ii) Final Expenses, ; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, in accordance with the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.68.5, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock equity awards granted to Employee prior to the date of termination shall be as provided in the stock option and restricted stock applicable equity award agreements between Employee and the Company.

Termination Due to Disability. If Employee’s employment is terminated due to Employee’s Disabilityduring the Term of Employment you become physically or mentally disabled, Employee shall have no further rights against whether totally or partially, so that you are prevented from performing the Company hereunder, except material functions of your position for the right to receive (i) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means periods aggregating six (6) months in any twelve (12) month period, the Company will be entitled to terminate the Term of Employee’s base salary Employment upon written notice to you given at any time thereafter during which you are still disabled. You will thereafter be entitled to receive, in effect addition to the Termination Entitlement, (subject to the requirements of Section 5.7) Base Salary and “Average Annual Bonus” (as defined below) for the greater of the date remainder of Employee’s termination the original Term of employmentEmployment or twelve (12) months, payable paid in substantially equal installments during in accordance with the six (6) month period following the effective date of Employee’s termination pursuant to the normal customary payroll practices of the Company, and subject to payroll deductions and required withholdings, but reduced on a monthly basis by an amount equal to the disability payments received for such month by you from Workers’ Compensation, Social Security and disability insurance policies maintained by the Company or its affiliate; provided, however, that all payments under this Section 5.3 shall cease upon the earlier of: (i) your commencing substantially full-time employment, or (ii) you 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 less than fifty percent (50%) under such plan. Upon the termination of payments made pursuant to this Section 5.3, your disability payments, if any, will be determined in accordance with the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any shortlong-term disability plansprogram then in effect, programs or policies offered by and no further payments will be made pursuant to the Company during Employee’s absence from the Company prior to Employee’s termination terms of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductionsthis Agreement. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be All payments made under this Section 2.55.3 after the date of termination of employment are intended to be disability payments, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion regardless of the Board, is a breach manner in which they are computed. For purposes of this Agreement subject to Section 8.6Agreement, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee “Average Annual Bonus” shall be defined as provided in an amount equal to the stock option and restricted stock agreements between Employee and average of the two (2) highest Bonus amounts received by you before the effective date of your termination (excluding any special, spot or long term incentive plan bonuses) for the most recent five (5) completed Bonus plan years at the Company.

Termination Due to Disability. If EmployeeIn the event the Executive’s employment hereunder is terminated due to Employeehis disability, as determined under the Company’s Disabilitylong-term disability plan, Employee the Executive shall have no further rights against the Company hereunder, except for the right to receive be entitled to: (i) Final Pay; a cash lump sum payment made, subject to Section 25 below, 60 days after the date of termination in an amount equal to the Base Salary as provided in Section 4, above, that would have been paid to the Executive had he remained employed through the end of the sixth month after the month in which the Executive’s employment terminates due to disability, (ii) Final Expensesany annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, to be paid, subject to Section 25 below, at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above, (iii) Employeesubject to Section 25 below, 60 days after the date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s Unpaid Bonus; average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment rights under any options to purchase equity securities of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure or other rights with respect to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the normal payroll practices terms thereof, (v) for a period of six months following the termination of the Company. The amount of such Severance Payment shall be reduced by Executive’s employment, continued medical benefit plan coverage (xincluding dental and vision benefits if provided under the applicable plans) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding Executive (and the foregoingExecutive’s dependents, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable if any) under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges medical benefit plans upon substantially the same terms and agrees conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; provided, that, upon if the cessationExecutive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted (and any payment made by the Company in respect of any taxes imposed with respect to such benefits shall be paid to the Executive, or to the applicable taxing authority on his behalf, no later than the due date of such taxes); provided further, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (vi) the vested accrued benefits, if any, of such Disability during under the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion employee benefit programs of the BoardCompany, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in Section 6 above, determined in accordance with the stock option applicable terms and restricted stock agreements between Employee and the Companyprovisions of such programs.

Termination Due to Disability. If Employee’s employment is terminated The Company may terminate the Executive's employment, by written notice delivered to him, due to Employee’s his Disability. In such event, Employee he shall have no further rights against the Company hereunder, except for the right to receive be entitled to: (i) Final Pay; (ii) Final Expensesan amount equal to 100% of Base Salary, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary rate in effect as of at the date of Employee’s such termination of his employment, payable in equal installments during the six (6) month for a period of 365 days following the effective date of Employee’s termination pursuant to the normal payroll practices of the Companytermination, in accordance with the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for less the amount of any disability benefits provided to the Executive under any disability plan or policy; (ii) a Bonus for the year in which such reductions. Notwithstanding termination occurs in an amount equal to the foregoingBonus that would have been payable to the Executive with respect to such year had such termination not occurred, multiplied (in the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, event such termination occurs before June 30 of such Disability during year) by a fraction the period for numerator of which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be the number of days elapsed during such year prior to the date of such termination and the denominator of which shall be 181, payable as provided in Section 5(b); (iii) all Restricted Shares with respect to which the Restriction Period had expired prior to the date of termination due to his Disability and all Restricted Shares as to which the Restriction Period under Section 9(c) hereof has not yet expired (as to which the restriction shall automatically expire), and such Additional Restricted Shares as the Committee may in its discretion grant; (iv) unless otherwise required by any plan, the continued right to exercise any then vested stock option for the remainder of its term; (v) any amounts earned, accrued or owing but not yet paid under Sections 5, 6 or 7 above; (vi) continued participation at the expense of the Company in medical, dental and restricted stock agreements between Employee hospitalization insurance coverage in which he was participating on the date of termination of his employment for a period equal to the longest of (x) 12 months from the date of such termination, (y) the minimum period prescribed by applicable law or (z) the period set forth in the applicable plan or program of the Company; and (vii) other or additional benefits in accordance with applicable plans and programs of the Company.

Termination Due to Disability. If Employee’s In the event the Executive's employment hereunder is terminated due to Employee’s Disabilityhis disability, Employee as determined under the Company's long-term disability plan, the Executive shall have no further rights against the Company hereunder, except for the right to receive be entitled to: (i) Final Pay; the Base Salary as provided in Section 4, above, through the end of the sixth month after the month in which the Executive's employment terminates due to disability, (ii) Final Expensesany annual bonus awarded in accordance with the Company's bonus program but not yet paid under Section 5, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7(a) above, (iii) Employee’s Unpaid Bonus; a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive's average annual bonus for the immediately preceding three years (or the period of the Executive's employment with the Company, if less), (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment rights under any options to purchase equity securities of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure or other rights with respect to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the normal payroll practices terms thereof, (v) for a period of six months following the termination of the Company. The amount of such Severance Payment shall be reduced by Executive's employment, continued medical benefit plan coverage (xincluding dental and vision benefits if provided under the applicable plans) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding Executive (and the foregoingExecutive's dependents, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable if any) under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges 's medical benefit plans upon substantially the same terms and agrees conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; PROVIDED, THAT, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; PROVIDED FURTHER, HOWEVER, that, upon in the cessationevent the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and [XL CAPITAL LOGO] (vi) the vested accrued benefits, if any, of such Disability during under the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion employee benefit programs of the BoardCompany, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in Section 6 above, determined in accordance with the stock option applicable terms and restricted stock agreements between Employee and the Companyprovisions of such programs.

Termination Due to Disability. If EmployeeIn the event that the Executive’s employment hereunder is terminated due to Employee’s Disability, Employee he/she shall have no further rights against the Company hereunder, except for the right to receive (i) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory be entitled to the Companyfollowing: (1) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, periodic disability payments in accordance with the normal payroll practices Company’s Long-Term Disability Plan; (2) Base Salary through the end of the month in which the Termination Date occurs; (3) a Pro-Rata annual incentive bonus award for the fiscal year in which his/her Termination Date occurs, based on the Executive’s annual incentive bonus award opportunity for such fiscal year (excluding any overachievement bonus award opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive’s and Company. The amount ’s performance during such fiscal year; (4) the continued right to exercise each outstanding stock option, including the Special Stock Option, for a minimum period of 12 months (provided, however, that no options can be exercised beyond their expiration date), all such Severance Payment options to become fully vested and exercisable as of the Termination Date, and the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; and (5) continued participation, for a period of two years from the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he/she was participating on the date on which his/her employment terminates, on terms and conditions that are no less favorable to him/her than those that applied on such date, and with COBRA benefits commencing thereafter; provided that the Company’s obligation under this Section 8(B)(5) shall be reduced by to the extent that equivalent coverages and benefits (xdetermined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination arrangements of employment or during the six a subsequent employer; and (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under immediate vesting in the Company’s Long Term Disability Program Retirement Savings Plan (or any successor program thereto401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; and (7) the benefits described in Section 8(H)(1). Employee acknowledges and agrees that, upon No termination of the cessation, if any, Executive’s employment for Disability shall be effective until the Company first gives 15 days written notice of such Disability during the period for which the Severance Payment is termination to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the CompanyExecutive.

Termination Due to Disability. If EmployeeIf, during the Term, the Executive’s employment is terminated by the Corporation due to Employee’s Disability, Employee he shall have no further rights against the Company hereunder, except for the right be entitled to receive receive: (i) Final Payaccrued but unpaid Salary through the date of the Executive’s termination of employment, any accrued but unused vacation, any annual bonus or long-term bonus earned for the Fiscal Year (or Fiscal Years) completed prior to the year of termination but not yet paid to him and reimbursement of expenses incurred by him through the date of termination but not yet paid to him, payable as soon as administratively feasible following the termination date, but in any event within fifteen (15) days thereafter; and, additionally, the Executive shall receive any other compensation or benefits, including, without limitation, benefits under any outstanding equity grants and awards granted to the Executive and employee benefits under plans in which the Executive participates, that have vested through the date of termination or to which the Executive may then be entitled in accordance with the applicable terms and conditions of each grant, award or plan (collectively, the “Accrued Benefits”); (ii) Final Expensesa pro-rata bonus for the year of termination equal to the Target Bonus multiplied by a fraction, the numerator of which is the number of completed days in the Fiscal Year of the Executive’s termination of employment during which the Executive was employed by the Corporation and the denominator of which is 365, as soon as administratively feasible following the termination date, but in any event within fifteen (15) days thereafter (the “Pro-Rata Target Bonus”); (iii) Employee’s Unpaid Bonusseverance equal to six months’ Salary payable in six (6) equal monthly installments and commencing on the first payroll period following such termination; and (iv) Employee’s Prorated Bonus; and if the Executive (vor his beneficiaries) a Severance Payment (defined below)elects continued medical coverage under COBRA, the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted Corporation shall pay for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses coverage under COBRA for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, in accordance with the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the Companytermination.

Termination Due to Disability. If EmployeeIf, during the Term, the Executive’s employment is terminated by the Corporation due to Employee’s Disability, Employee he shall have no further rights against the Company hereunder, except for the right be entitled to receive receive: (i) Final Payaccrued but unpaid Salary through the date of the Executive’s termination of employment, any accrued but unused vacation, any annual bonus earned for the Fiscal Year completed prior to the year of termination but not yet paid to him and reimbursement of expenses incurred by him through the date of termination but not yet paid to him, payable as soon as administratively feasible following the termination date, but in any event within fifteen (15) days thereafter; and, additionally, the Executive shall receive any other compensation or benefits, including, without limitation, benefits under any outstanding equity grants and awards granted to the Executive and employee benefits under plans in which the Executive participates, that have vested through the date of termination or to which the Executive may then be entitled in accordance with the applicable terms and conditions of each grant, award or plan (collectively, the “Accrued Benefits”); (ii) Final Expensesa pro-rata bonus for the year of termination equal to the Target Bonus multiplied by a fraction, the numerator of which is the number of completed days in the Fiscal Year of the Executive’s termination of employment during which the Executive was employed by the Corporation and the denominator of which is 365, as soon as administratively feasible following the termination date, but in any event within fifteen (15) days thereafter (the “Pro-Rata Target Bonus”); (iii) Employee’s Unpaid Bonusseverance equal to six months’ Salary payable in six (6) equal monthly installments and commencing on the first payroll period following such termination; and (iv) Employee’s Prorated Bonus; and if the Executive (vor his beneficiaries) a Severance Payment (defined below)elects continued medical coverage under COBRA, the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted Corporation shall pay for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses coverage under COBRA for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, in accordance with the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the Companytermination.

Termination Due to Disability. If Employee’s employment is terminated Executive becomes unable, due to Employee’s physical or mental illness or injury, to perform the essential duties of his position for 180 consecutive calendar days or more (“Disability”), Employee shall have no further rights against the Company hereunder, except for has the right to receive (i) Final Pay; (ii) Final Expensesterminate Executive’s employment on 30 days written notice. If, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period 21 days following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, in accordance with the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following EmployeeExecutive’s termination of employment for Disability, Executive signs and does not thereafter properly revoke the separation agreement and general release attached as Exhibit A, then, in addition to the payment of those benefits listed in Section 5(a), (yi) Executive will be entitled to receive an amount equal to the pro-rata portion of any bonus payments received by Employee that would have been due to the Executive under any short-term disability plans, programs or policies offered Section 3(b) of this Agreement had Executive been employed by the Company as of the last day of the fiscal year during Employee’s absence which such termination occurred, calculated as the product of the bonus (as determined pursuant to Section 3(b)) multiplied by a fraction, the numerator equal to the number days from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount start of the Severance Payment under this Section 2.5 shall not be reduced by applicable fiscal year through the value termination date of any compensation payable under Executive’s employment with the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges , and agrees thatthe denominator being 365, upon and (ii) the cessation, if any, number of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company outstanding unvested stock options and restricted stock previously granted to Employee Executive that would have vested had the Executive remained employed during the 12 months following the termination of Executive’s employment shall vest upon such termination, and the post-termination exercise period for all of Executive’s stock options shall be as provided extended until the one-year anniversary of the termination date (or their expiration date if earlier). Such amounts payable under this subsection (c) shall be paid promptly after the date that all bonus payments to other eligible employees are made for the applicable period, subject to Section 17 below. Nothing in the stock option and restricted stock agreements between Employee and the this Section 5(c) shall reduce any right Executive may otherwise have to receive any disability benefits under any Company-sponsored disability plan.

Termination Due to Disability. If Employee’s In the event that the Executive's employment hereunder is terminated due to Employee’s Disability, Employee he shall have no further rights against the Company hereunder, except for the right to receive be entitled to: (i) Final Pay; (iidisability benefits in accordance with the long-term disability program(s) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices Termination Date for senior executives of the Company; (ii) Base Salary through the end of the month in which the long-term disability benefits commence; (iii) prompt payment of a Pro-Rata Annual Incentive Award for the year in which his employment terminates; (iv) for Stock Options granted prior to the Effective Date, vesting, as of the date of termination, of any tranche not vested in the year in which termination occurs with continued exercisability of vested Stock Options for a period of two years following the date of termination; (v) for Stock Options granted as of or following the Effective Date, full vesting and exercisability, as of the date of death, for all outstanding Stock Options, each such Stock Option to remain exercisable for the lesser of (A) five years following the date of termination or (B) the remaining stated term of the Stock Option; and (vi) continued participation, through the later of the then scheduled expiration of the Term and the second anniversary of the Termination Date, in accordance all welfare benefit plans, programs and arrangements (including, without limitation, all medical, dental, vision, hospitalization and life insurance coverages and benefits) in which he or his family members were participating on such date, on terms and conditions that are no less favorable to him and his family members than those that applied on such date and with the normal payroll practices of COBRA benefits commencing thereafter, provided that the Company. The amount of such Severance Payment ’s obligation under this Section 9(b)(vi) shall be reduced by to the extent that equivalent coverages and benefits (xdetermined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by arrangements of a subsequent employer and provided further that, to the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six extent (6if any) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under that the Company’s Long Term plans do not permit continuation of coverages and benefits after the Termination Date, the Company shall provide the Executive, quarterly in advance, an amount that is sufficient (after taxes) to purchase such coverages and benefits on an individual basis. No termination of the Executive's employment for Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon shall be effective unless the cessation, if any, Party terminating his employment first gives 15 days' written notice of such Disability during termination to the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the CompanyParty.

Termination Due to Disability. If EmployeeIn the event that the Executive’s employment hereunder is terminated due to Employee’s Disability, Employee he shall have no further rights against be entitled to the Company hereunder, except for the right to receive following: (i) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, Periodic disability payments in accordance with the normal payroll practices Company’s Long-Term Disability Plan (provided that the Executive is and continues to be disabled as defined under that plan); (ii) Base Salary through the end of the month in which the Termination Date occurs; (iii) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates, based on his target bonus opportunity for the year of termination, payable in a lump sum promptly following the Termination Date, regardless of the Executive’s and Company. The amount ’s performance during such fiscal year; (iv) the continued right to exercise each outstanding stock option for the lesser of (A) 12 months or (B) the remainder of the original term, all such Severance Payment options to become fully exercisable as of the Termination Date; (v) any outstanding shares from any of his restricted stock awards shall vest as of the Termination Date. (vi) Pro-Rata Long-Term Incentive Plan payouts, payable in a lump sum, if earned, promptly following the end of the performance periods; (vii) continued participation, for a period of two years from the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he was participating on the date on which his employment terminates, on terms and conditions that are no less favorable to him than those that applied on such date, and with COBRA benefits commencing thereafter; provided that the Company’s obligation under this Section 8(b)(v) shall be reduced by to the extent that equivalent coverages and benefits (xdetermined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by arrangements of a subsequent employer; (viii) immediate vesting in the Company during EmployeeCompany’s absence from Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan (including the Company prior SERP) and deferred compensation plans, or the cash equivalent thereof, provided that notwithstanding anything in the Employment Agreement to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoingcontrary, the amount of the Severance Payment under this Executive’s SERP benefit (f.k.a. Supplemental Pension benefit) shall be frozen as of September 30, 2005 and the Executive shall cease to accrue a SERP benefit (f.k. a. Supplemental Pension benefit) after such date; and (ix) the benefits described in Section 2.5 8(h)(i). No termination of the Executive’s employment for Disability shall not be reduced by effective until the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, Company first gives 15 days written notice of such Disability during termination to the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the CompanyExecutive.

Termination Due to Disability. If The Company may terminate the Employee’s employment is terminated hereunder due to Disability. In the event of a termination of the Employee’s employment by the Company due to Disability, Employee the Employee, his beneficiary as designated pursuant to Section 12.i. or his legal representative, as the case may be, shall have no further rights against be entitled to receive: i. any unpaid Base Salary through the Company hereunder, except for the right to receive (i) Final Pay; (Date of Termination; ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution . any Incentive Bonus that has been earned in respect of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are previous calendar year but not paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date Date of Employee’s termination Termination; iii. any deferred compensation (including, without limitation, interest or other credits on such deferred amounts), to the extent permitted under Section 409A of employmentthe Code, payable in equal installments during the six (6) month period following the effective date of Employee’s termination under any plan or agreement pursuant to the normal payroll practices of the Companywhich such deferred compensation was provided, in each case to be paid in accordance with the normal payroll practices terms of the plan or agreement pursuant to which such deferred compensation was provided; EMPLOYMENT AGREEMENT -9- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇. payment in respect of any accrued but unused paid time off or sick pay and reimbursement for any business expenses incurred but not yet reimbursed prior to the Date of Termination; v. until the Employee attains the age of 65 or, if the Employee dies prior to attaining the age of 65, for three (3) years following the date of the Employee’s death, the Company shall continue all Medical Benefits to the Employee and/or to the Employee’s family at least equal to those which would have been provided to them in accordance with the plans and programs described in Section 4.e. of this Agreement if the Employee’s employment had not been terminated due to Disability or, if more favorable to the Employee and/or the Employee’s family, as in effect generally at any time thereafter during the aforesaid period with respect to other senior executives of the Company and their families; provided that in any case the Employee and/or the Employee’s family shall make all premium payments that would otherwise be required of the Employee if the Employee’s employment had not been terminated due to Disability. In the event that the participation of the Employee or the Employee’s family in any such Medical Benefits plan or program is barred, the Company shall arrange to provide the Employee and/or the Employee’s family with Medical Benefits substantially similar to those which the Employee and/or the Employee’s family would otherwise have been entitled to receive under such plans and programs from which continued participation is barred, provided that the Employee and/or the Employee’s family shall make payments to the Company in amounts and at times as any premiums would have been paid by the Employee pursuant to the immediately preceding sentence; and vi. any other compensation or benefits which may be owed or provided to or in respect of the Employee in accordance with the terms and provisions of this Agreement or any plans and programs of the Company. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the Company.

Termination Due to Disability. If In the event that Employee’s 's employment shall be terminated by the Company pursuant to Section 4.1.1, (a) the Company shall pay Employee all Base Salary earned but unpaid through the date of termination, (b) the Company shall pay Employee the target Variable Bonus for the year of this Agreement in which termination occurs, pro rated to reflect the portion of the year prior to the date of termination, (c) all shares issued pursuant to Section 3.4.1 shall be deemed fully vested, (d) all stock options granted to Employee by the Company (including stock options granted pursuant to Sections 3.4.1 and 3.4.2 prior to the date of termination but excluding stock options not yet granted pursuant to Section 3.4.2) shall be deemed fully exercisable and shall remain exercisable for a period of 12 months after such termination, (e) for a period of 12 months from the date of termination (or for a period from the date of termination through the last day of the then current term, if (I) the Company delivers a 180 Day Notice in accordance with Section 2 not more than 190 days prior to the last day of the then current term and (II) thereafter this Agreement is terminated due to Employee’s Disability, Employee shall have no further rights against by the Company hereunder, except for the right pursuant to receive (i) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined belowSection 4.1.1), the payment of which is contingent upon Company shall pay Employee Base Salary (a) Employee’s execution of a written release agreement (in a form satisfactory to less any amounts received by the Company) containing, among other things, a general release of claims against Employee from any insurance provided by the Company or any governmental entity with respect to such Disability) and shall continue to provide Employee with all health, medical and insurance benefits provided hereunder and (bf) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus Employee shall be made entitled to all benefits under all employee benefit plans in which he is a participant. In addition, the Company shall reimburse Employee at the same time as for any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of expenses incurred through the date of Employee’s such termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, in accordance with the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the Company.3.2 hereof

Termination Due to Disability. If EmployeeIn the event (x) the Executive’s employment hereunder is terminated due to Employeehis disability, as determined under the Company’s Disabilitylong-term disability plan, Employee or (y) the Executive incurs a separation from service pursuant to Code Section 409A as a result of his incapacity due to physical or mental illness (in which case he shall have no further rights against be terminated for disability at the Company hereunderdate of the separation from service), except for the right Executive shall be entitled to receive the following amounts: (i) Final Pay; a cash lump sum payment made, within sixty (60) days after the date of termination, in an amount equal to the Base Salary as provided in Section 4 above, that would have been paid to the Executive had he remained employed through the end of the sixth month after the month in which the Executive’s employment terminates due to disability, (ii) Final Expensesany annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5 above, to be paid at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7(a) above, (iii) Employeewithin 60 days after the date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s Unpaid Bonus; average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment rights under any options to purchase equity securities of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure or other rights with respect to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the normal payroll practices terms thereof, (v) for a period of six months following the termination of the Company. The amount of such Severance Payment shall be reduced by Executive’s employment, continued medical benefit plan coverage (xincluding dental and vision benefits if provided under the applicable plans) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding Executive (and the foregoingExecutive’s dependents, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable if any) under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges medical benefit plans upon substantially the same terms and agrees conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; provided, that, upon if the cessationExecutive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided further, however, that, in the event the Executive becomes re-employed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (vi) the vested accrued benefits, if any, of such Disability during under the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion employee benefit programs of the BoardCompany, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in Section 6 above, determined in accordance with the stock option applicable terms and restricted stock agreements between Employee and the Companyprovisions of such programs.

Termination Due to Disability. If Employee’s In the event the Executive's employment hereunder is terminated due to Employee’s Disabilityhis disability, Employee as determined under the Company's long-term disability plan, the Executive shall have no further rights against the Company hereunder, except for the right to receive be entitled to: (i) Final Pay; the Base Salary as provided in Section 4, above, through the end of the sixth month after the month in which the Executive's employment terminates due to disability, (ii) Final Expensesany annual bonus awarded in accordance with the Company's bonus program but not yet paid under Section 5, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7(a) above, (iii) Employee’s Unpaid Bonus; a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive's average annual bonus for the immediately preceding three years (or the period of the Executive's employment with the Company, if less), (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment rights under any options to purchase equity securities of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure or other rights with respect to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the normal payroll practices terms thereof, (v) for a period of six months following the termination of the Company. The amount of such Severance Payment shall be reduced by Executive's employment, continued medical benefit plan coverage (xincluding dental and vision benefits if provided under the applicable plans) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding Executive (and the foregoingExecutive's dependents, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable if any) under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges 's medical benefit plans upon substantially the same terms and agrees conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; PROVIDED, THAT, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; PROVIDED FURTHER, HOWEVER, that, upon in the cessationevent the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (vi) the vested accrued benefits, if any, of such Disability during under the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion employee benefit programs of the BoardCompany, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in Section 6 above, determined in accordance with the stock option applicable terms and restricted stock agreements between Employee and the Company.provisions of such programs. [XL CAPITAL LOGO]

Termination Due to Disability. If The Company may terminate the Employee’s employment is terminated hereunder due to Disability. In the event of a termination of the Employee’s employment by the Company due to Disability, the Employee, his beneficiary as designated pursuant to Section 10.i. or his legal representative, as the case may be, shall be entitled to receive: i. any unpaid Base Salary through the Date of Termination; ii. any deferred compensation (including, without limitation, interest or other credits on such deferred amounts) to the extent permitted under any plan or agreement pursuant to which such deferred compensation was provided, any Incentive Bonus, any accrued vacation pay and any reimbursement for expenses incurred but not yet paid prior to the Date of Termination; iii. a periodic payment (the “Disability Termination Payment”) equal to Employee’s Disability, Employee shall have no further rights against the Company hereunder, except Aggregate Compensation for the right to receive (i) Final Pay; (ii) Final Expenses, (iii) calendar year preceding the year in which the Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below)Disability Date of Termination occurs divided by 26, the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made paid to the Employee at in bi-weekly installments for a period of 36 months following the same time as Date of Termination; and shall not be reduced by any such bonuses payments for such fiscal years are paid to other similarly situated executives of disability insurance provided by the Company; iv. For purposes until Employee attains the age of this Section 2.565 or, “Severance Payment” means six if Employee dies prior to attaining the age of 65, for three (63) months of Employee’s base salary in effect as of years following the date of Employee’s termination of employmentdeath, payable in equal installments during the six (6) month period following Company shall continue all Medical Benefits to the effective date of Employee and/or to the Employee’s termination pursuant family at least equal to the normal payroll practices of the Company, those which would have been provided to them in accordance with the normal payroll practices plans and programs described in Section 4.e. of this Agreement if the Employee’s employment had not been terminated due to Disability or, if more favorable to the Employee and/or the Employee’s family, as in effect generally at any time thereafter during the aforesaid period with respect to other senior executives of the Company and their families; provided that in any case the Employee and/or the Employee’s family shall make all premium payments that would otherwise be required of the Employee if the Employee’s employment had not been terminated due to Disability. In the event that the participation of the Employee or the Employee’s family in any such Medical Benefits plan or program is barred, the Company shall arrange to provide the Employee and/or the Employee’s family with Medical Benefits substantially similar to those which the Employee and/or the Employee’s family would otherwise have been entitled to receive under such plans and programs from which continued participation is barred, provided that the Employee and/or the Employee’s family shall make payments to the Company in amounts and at times as any premiums would have been paid by the Employee pursuant to the immediately preceding sentence; and v. any other compensation or benefits which may be owed or provided to or in respect of the Employee in accordance with the terms and provisions of this Agreement or any plans and programs of the Company. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductionsEMPLOYMENT AGREEMENT -7- ▇▇▇▇▇ ▇. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the Company.▇▇▇▇▇▇▇

Termination Due to Disability. If Employee’s In the event that the Executive's ----------------------------- employment hereunder is terminated due to Employee’s Disability, Employee he shall have no further rights against the Company hereunder, except for the right to receive (i) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory be entitled to the Companyfollowing: (I) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, periodic disability payments in accordance with the normal payroll practices Company's Long-Term Disability Plan; (II) Base Salary through the end of the month in which the Termination Date occurs; (III) a Pro-Rata annual incentive award for the fiscal year in which his Termination Date occurs, based on the Executive's annual bonus opportunity for such fiscal year (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company. The amount 's performance during such fiscal year; (IV) the continued right to exercise each outstanding stock option, including the Special Stock Option, for a period of 12 months, all such Severance Payment options to become fully exercisable as of the Termination Date, and the immediate vesting of all shares of Restricted Stock of the Company as of the Termination Date; and (V) continued participation, for a period of two years from the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he was participating on the date on which his employment terminates, on terms and conditions that are no less favorable to him than those that applied on such date, and with COBRA benefits commencing thereafter; provided that the Company's obligation under -------- ---- this Section 8(B)(V) shall be reduced by to the extent that equivalent coverages and benefits (xdetermined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination arrangements of employment or during the six a subsequent employer; (6VI) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under immediate vesting in the Company’s Long Term Disability Program 's Retirement Savings Plan (or any successor program thereto401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; and (VII) the benefits described in Section 8(I)(I). Employee acknowledges and agrees that, upon No termination of the cessation, if any, Executive's employment for Disability shall be effective unless the Company first gives 15 days written notice of such Disability during the period for which the Severance Payment is termination to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the CompanyExecutive.

Termination Due to Disability. If EmployeeIn the event (x) the Executive’s employment hereunder is terminated due to Employeehis disability, as determined under the Company’s Disabilitylong-term disability plan, Employee or (y) the Executive incurs a separation from service pursuant to Code Section 409A as a result of his incapacity due to physical or mental illness (in which case he shall have no further rights against be terminated for disability at the Company hereunderdate of the separation from service), except for the right Executive shall be entitled to receive the following amounts: (i) Final Pay; a cash lump sum payment made, within sixty (60) days after the date of termination in an amount equal to the Base Salary as provided in Section 4, above, that would have been paid to the Executive had he remained employed through the end of the sixth month after the month in which the Executive’s employment terminates due to disability, (ii) Final Expensesany annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5 above, to be paid at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above, (iii) Employeewithin 60 days after the date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s Unpaid Bonus; average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment rights under any options to purchase equity securities of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure or other rights with respect to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the normal payroll practices terms thereof, (v) for a period of six months following the termination of the Company. The amount of such Severance Payment shall be reduced by Executive’s employment, continued medical benefit plan coverage (xincluding dental and vision benefits if provided under the applicable plans) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding Executive (and the foregoingExecutive’s immediate family members, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable if any) under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges medical benefit plans upon substantially the same terms and agrees conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; provided, that, upon if the cessationExecutive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided further, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (vi) the vested accrued benefits, if any, of such Disability during under the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion employee benefit pro-grams of the BoardCompany, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in Section 6 above, determined in accordance with the stock option applicable terms and restricted stock agreements between Employee and the Companyprovisions of such programs.

Termination Due to Disability. If Employee’s In the event the Executive's employment hereunder is terminated due to Employee’s Disabilityher disability, Employee as determined under the Company's long-term disability plan, the Executive shall have no further rights against the Company hereunder, except for the right to receive be entitled to: (i) Final Pay; the Base Salary as provided in Section 4, above, through the end of the sixth month after the month in which the Executive's employment terminates due to disability, (ii) Final Expensesany annual bonus awarded in accordance with the Company's bonus program but not yet paid under Section 5, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7(a) above, (iii) Employee’s Unpaid Bonus; a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive's average annual bonus for the immediately preceding three years (or the period of the Executive's employment with the Company, if less), (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment rights under any options to purchase equity securities of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure or other rights with respect to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the normal payroll practices terms thereof, (v) for a period of six months following the termination of the Company. The amount of such Severance Payment shall be reduced by Executive's employment, continued medical benefit plan coverage (xincluding dental and vision benefits if provided under the applicable plans) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding Executive (and the foregoingExecutive's dependents, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable if any) under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges 's medical benefit plans upon substantially the same terms and agrees conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; PROVIDED, THAT, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; PROVIDED FURTHER, HOWEVER, that, upon in the cessationevent the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (vi) the vested accrued benefits, if any, of such Disability during under the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion employee benefit programs of the BoardCompany, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in Section 6 above, determined in accordance with the stock option applicable terms and restricted stock agreements between Employee and the Companyprovisions of such programs.

Termination Due to Disability. If Employee’s In the event that the Executive's employment is terminated due to Employee’s his Disability, Employee he shall have no further rights against be entitled to the Company hereunder, except for the right to receive following benefits: (i) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), disability benefits in accordance with the payment of which is contingent upon (a) Employee’s execution of a written release agreement (long-term disability program then in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted effect for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated senior executives of the Company. For purposes ; (ii) continuation of this Base Salary (less disability benefit payments) through the end of the Employment Period and for a period of 24 months thereafter; the Base Salary during the 24 months following the Employment Period shall be the Base Salary that was payable during the final year of the Employment Period; (iii) annual incentive award for the year in which the Executive's Disability occurs, based on the original target award performance for such year, payable in a single installment promptly after the Executive's employment is terminated; (iv) continued participation by the Executive during his lifetime in all employee welfare benefit plans and programs that are generally made available to senior officers of the Company or its employees, or, in the event that the Executive is not eligible to participate in such plans or such plans are terminated after the date the Executive's employment is terminated, in plans (including plans maintained solely for the benefit of the Executive) that provide benefits that are equivalent to those provided under each of the Company's employee welfare benefit plans and programs on the date the Executive's employment is terminated; (v) continued participation by the Executive's spouse during her lifetime in the Company's medical and dental plans, or, in the event that the Executive's spouse is not eligible to participate in such plans or such plans are terminated after the date the Executive's employment is terminated, in plans (including plans maintained solely for the benefit of the Executive's spouse) that provide benefits that are equivalent to those provided under each of the Company's medical and dental plans on the date the Executive's employment is terminated; (vi) continuation of the perquisites described in Section 2.58(b) during the Executive's lifetime, “Severance Payment” means six except that the Executive's personal use of the Company's aircraft shall be limited to 50 hours of flight time per annum; (6vii) months the supplemental pension benefit provided in Section 6 shall fully vest; and (viii) upon the death of Employee’s base salary the Executive and his spouse, the Company shall, upon the demand of the Executive's or his spouse's estate or his or her beneficiaries, as the case may be, (A) buy back from such estate or such beneficiaries 7,500,000 shares of Stock (or such lesser amount as may be specified in effect as such demand) within ninety days of such demand at the Fair Market Value thereof during the calendar quarter ending immediately prior to the date of Employee’s termination such demand or register the public offer and sale by such estate or such beneficiaries of employment, payable 7,500,000 shares of Stock (or such lesser amount as may be specified in equal installments during the six (6such demand) month period following the effective date of Employee’s termination pursuant to the normal payroll practices Registration Rights Agreement; PROVIDED, HOWEVER, that the Company shall not have any obligation either to buy back shares of Stock or to register the public offer and sale thereof if such estate or such beneficiaries can then sell all shares of Stock owned by it or them in a public offering in an unlimited number without registration of such sale under the Securities Act of 1933, as amended. In no event shall a termination of the Company, Executive's employment for Disability occur until the Party terminating his employment gives written notice to the other Party in accordance with the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, 21 below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the Company.

Termination Due to Disability. If EmployeeIn the event that the Executive’s employment is terminated due to Employee’s his Disability, Employee the Employment Period shall have no further rights against terminate and he shall be entitled to the Company hereunder, except for the right to receive following benefits: (i) Final Pay; continuation of Base Salary through the end of the Scheduled Initial Term at the Base Salary rate in effect on the date of termination, and the further continuation of the Base Salary (as adjusted pursuant to Section 1(b)(ii)) through the remainder of the Scheduled Employment Period and the two-year period thereafter; (ii) Final Expensesannual incentive award for the year in which the Executive’s Disability occurs, based on the original target award performance for the Executive for such year, payable in a single installment promptly after the Executive’s employment is terminated; (iii) Employeecontinued participation by the Executive during his lifetime in all employee welfare benefit plans and programs that are generally made available to senior officers of the Company or its employees, or, in the event that the Executive is not eligible to participate in such plans or such plans are terminated after the date the Executive’s Unpaid Bonus; employment is terminated, in plans (including plans maintained solely for the benefit of the Executive) that provide benefits that are equivalent to those provided under each of the Company’s employee welfare benefit plans and programs on the date the Executive’s employment is terminated; (iv) Employeecontinued participation by the Executive’s Prorated Bonus; spouse during her lifetime in the Company’s medical and dental plans, or, in the event that the Executive’s spouse is not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit of the Executive’s spouse) that provide benefits that are equivalent to those provided under each of the Company’s medical and dental plans on the date the Executive’s employment is terminated; (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment continuation of the Unpaid Bonus and perquisites described in Section 8(b) during the Prorated Bonus shall be made to Executive’s lifetime, except that the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives Executive’s personal use of the Company. For purposes ’s aircraft shall be limited to 50 hours of this Section 2.5flight time per annum; and (vi) upon the death of the Executive and his spouse, “Severance Payment” means six the Company shall, upon the demand of the Executive’s or his spouse’s estate or his or her beneficiaries, as the case may be, (6A) months buy back from such estate or such beneficiaries 7,500,000 shares of Employee’s base salary Stock (or such lesser amount as may be specified in effect as such demand) within ninety days of such demand at the Fair Market Value thereof during the calendar quarter ending immediately prior to the date of Employee’s termination such demand or register the public offer and sale by such estate or such beneficiaries of employment, payable 7,500,000 shares of Stock (or such lesser amount as may be specified in equal installments during the six (6such demand) month period following the effective date of Employee’s termination pursuant to the normal payroll practices Registration Rights Agreement; PROVIDED, HOWEVER, that the Company shall not have any obligation either to buy back shares of Stock or to register the public offer and sale thereof if such estate or such beneficiaries can then sell all shares of Stock owned by it or them in a public offering in an unlimited number without registration of such sale under the Securities Act of 1933, as amended. In no event shall a termination of the Company, Executive’s employment for Disability occur until the Party terminating his employment gives written notice to the other Party in accordance with the normal payroll practices of the CompanySection 21 below. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited toIn addition, the value of any cash compensation, deferred compensation or equity-based compensation, valued Executive acknowledges and agrees that he is not eligible to participate in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term or long-term disability plansplan, programs policy or policies offered program maintained by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the Company.

Termination Due to Disability. If Employee’s employment is terminated due to Employee’s Disabilityduring the Term of Employment you become physically or mentally disabled, Employee shall have no further rights against whether totally or partially, so that you are prevented from performing the Company hereunder, except material functions of your position for the right to receive (i) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means periods aggregating six (6) months in any twelve (12) month period, the Company will be entitled to terminate your employment during the Term of Employee’s base salary Employment upon written notice to you given at any time thereafter during which you are still disabled. You will thereafter be entitled to receive, in effect as addition to the Termination Entitlement, (subject to the requirements of Section 5.7) for the greater of the date remainder of Employee’s termination the original Term of employmentEmployment or twelve (12) months, payable bi-weekly payments made in substantially equal installments during in accordance with the six (6) month period following the effective date of Employee’s termination pursuant to the normal customary payroll practices of the Company, and subject to payroll deductions and required withholdings, at an annualized rate equal to the sum of your Base Salary and “Average Annual Bonus” (as defined below) target bonus (as set forth in Section 3.2(a)), but reduced on a monthly basis by an amount equal to the disability payments received for such month by you from Workers’ Compensation, Social Security and disability insurance policies maintained by the Company or its affiliate; provided, however, that all payments under this Section 5.3 shall cease upon the earlier of: (i) your commencing substantially full-time employment, or (ii) you 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 less than fifty percent (50%) under such plan. Upon the termination of payments made pursuant to this Section 5.3, your disability payments, if any, will be determined in accordance with the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any shortlong-term disability plansprogram then in effect, programs or policies offered by and no further payments will be made pursuant to the Company during Employee’s absence from the Company prior to Employee’s termination terms of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductionsthis Agreement. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be All payments made under this Section 2.55.3 after the date of termination of employment are intended to be disability payments, he/she has regardless of the manner in which they are computed. For purposes of this Agreement, “Average Annual Bonus” shall be defined as an obligation amount equal to use his/her reasonable efforts to secure other employment and that his/her failure to do sothe average of the two (2) highest Bonus amounts received by you before the effective date of your termination (excluding any special, as determined spot or long term incentive plan bonuses) for the most recent five (5) completed Bonus plan years at the sole discretion Company. If you have received only one full-year Bonus payment, then Average Annual Bonus shall equal the amount of such Bonus. If you have not received any Bonus payments, or if you received only one Bonus payment and such Bonus was prorated because you did not work the Boardfull Bonus plan year, is a breach then in lieu of this Agreement subject to Section 8.6an Average Annual Bonus, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the Companyyou will receive $450,000.

Termination Due to Disability. If Employee’s In the event the Executive's employment hereunder is terminated due to Employee’s Disabilityhis disability, Employee which shall have no further rights against mean that Executive has been unable to perform his material duties due to illness or injury for a continuous twenty-six (26) week period, as determined under the Company hereunderCompany's long-term disability plan, except for the right Executive shall be entitled to, subject to receive Subsection 25 hereof,: (i) Final Pay; the Base Salary as provided in Section 4, above, through the end of the sixth month after the month in which the Executive's employment terminates due to disability, to be paid in accordance with the Company's regular payroll practices, (ii) Final Expensesany annual bonus awarded in accordance with the Company's bonus program but not yet paid under Section 5, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above, (iii) Employee’s Unpaid Bonus; within 45 days after the date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive's average annual bonus for the immediately preceding three years (or the period of the Executive's employment with the Company, if less), (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment rights under any options to purchase equity securities of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure or other rights with respect to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the normal payroll practices terms thereof, (v) for a period of six months following the termination of the Company. The amount of such Severance Payment shall be reduced by Executive's employment, continued medical benefit plan coverage (xincluding dental and vision benefits if provided under the applicable plans) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding Executive (and the foregoingExecutive's dependents, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable if any) under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges 's medical benefit plans upon substantially the same terms and agrees conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; PROVIDED, THAT, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; PROVIDED FURTHER, HOWEVER, that, upon in the cessationevent the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (vi) the vested accrued benefits, if any, of such Disability during under the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion employee benefit programs of the BoardCompany, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in Section 6 above, determined in accordance with the stock option applicable terms and restricted stock agreements between Employee provisions of such programs. Until the occurrence of such a Disability Termination the Executive shall continue to receive his full compensation and the Companybenefits.

Termination Due to Disability. If Employee’s In the event that the Executive's ----------------------------- employment hereunder is terminated due to Employee’s Disability, Employee he shall have no further rights against the Company hereunder, except for the right to receive (i) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory be entitled to the Companyfollowing: (I) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, periodic disability payments in accordance with the normal payroll practices Company's Long-Term Disability Plan; (II) Base Salary through the end of the month in which the Termination Date occurs; (III) a Pro-Rata annual incentive award for the fiscal year in which his Termination Date occurs, based on the Executive's annual bonus opportunity for such fiscal year (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company. The amount 's performance during such fiscal year; (IV) the continued right to exercise each outstanding stock option, including the Special Stock Option, for a period of 12 months, all such Severance Payment options to become fully exercisable as of the Termination Date, and the immediate vesting of all shares of Restricted Stock as of the Termination Date; and (V) continued participation, for a period of two years from the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he was participating on the date on which his employment terminates, on terms and conditions that are no less favorable to him than those that applied on such date, and with COBRA benefits commencing thereafter; provided that the Company's obligation under this Section 8(B)(V) -------- ---- shall be reduced by to the extent that equivalent coverages and benefits (xdetermined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination arrangements of employment or during the six a subsequent employer; and (6VI) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under immediate vesting in the Company’s Long Term Disability Program 's Retirement Savings Plan (or any successor program thereto401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; and (VII) the benefits described in Section 8(I)(I). Employee acknowledges and agrees that, upon No termination of the cessation, if any, Executive's employment for Disability shall be effective unless the Company first gives 15 days written notice of such Disability during the period for which the Severance Payment is termination to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the CompanyExecutive.

Termination Due to Disability. If Employee’s In the event the Executive's employment hereunder is terminated due to Employee’s Disabilityhis disability, Employee as determined under the Company's long-term disability plan, the Executive shall have no further rights against the Company hereunderbe entitled, except for the right subject to receive Section 25 hereof, to: (i) Final Pay; the Base Salary as provided in Section 4, above, through the end of the sixth month after the month in which the Executive's employment terminates due to disability, to be paid in accordance with the Company's regular payroll practices, (ii) Final Expensesany annual bonus awarded in accordance with the Company's bonus program but not yet paid under Section 5, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above, (iii) Employee’s Unpaid Bonus; within 45 days after the date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive's average annual bonus for the immediately preceding three years (or the period of the Executive's employment with the Company, if less), (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment rights under any options to purchase equity securities of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure or other rights with respect to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the normal payroll practices terms thereof, (v) for a period of six months following the termination of the Company. The amount of such Severance Payment shall be reduced by Executive's employment, continued medical benefit plan coverage (xincluding dental and vision benefits if provided under the applicable plans) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding Executive (and the foregoingExecutive's dependents, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable if any) under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges 's medical benefit plans upon substantially the same terms and agrees conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; PROVIDED, THAT, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; PROVIDED FURTHER, HOWEVER, that, upon in the cessationevent the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (vi) the vested accrued benefits, if any, of such Disability during under the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion employee benefit programs of the BoardCompany, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in Section 6 above, determined in accordance with the stock option applicable terms and restricted stock agreements between Employee and the Companyprovisions of such programs.

Termination Due to Disability. If EmployeeIn the event the Executive’s employment hereunder is terminated due to Employeeher disability, as determined under the Company’s Disabilitylong-term disability plan, Employee the Executive shall have no further rights against the Company hereunder, except for the right to receive be entitled to: (i) Final Pay; a cash lump sum payment made, subject to Section 25 below, 60 days after the date of termination in an amount equal to the Base Salary as provided in Section 4, above, that would have been paid to the Executive had he remained employed through the end of the sixth month after the month in which the Executive’s employment terminates due to disability, (ii) Final Expensesany annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, to be paid, subject to Section 25 below, at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7(a) above, (iii) Employeesubject to Section 25 below, 60 days after the date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s Unpaid Bonus; average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment rights under any options to purchase equity securities of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure or other rights with respect to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the normal payroll practices terms thereof, (v) for a period of six months following the termination of the Company. The amount of such Severance Payment shall be reduced by Executive’s employment, continued medical benefit plan coverage (xincluding dental and vision benefits if provided under the applicable plans) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding Executive (and the foregoingExecutive’s dependents, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable if any) under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges medical benefit plans upon substantially the same terms and agrees conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; provided, that, upon if the cessationExecutive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted (and any payment made by the Company in respect of any taxes imposed with respect to such benefits shall be paid to the Executive, or to the applicable taxing authority on his behalf, no later than the due date of such taxes); provided further, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (vi) the vested accrued benefits, if any, of such Disability during under the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion employee benefit programs of the BoardCompany, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in Section 6 above, determined in accordance with the stock option applicable terms and restricted stock agreements between Employee and the Companyprovisions of such programs.

Termination Due to Disability. Company may terminate Employee's employment at any time if Employee becomes disabled, upon written notice by Company to Employee. If Employee’s 's employment is terminated due 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 vesting of any Service-Based Equity Awards and continuation of the Employee’s Disability's rights to exercise any outstanding Service-Based Equity-Based Awards through the effective date of such termination and for a period of 12 months following such termination; (iii) for any Performance-Based Equity Awards, Employee shall have no further rights against each Performance-Based Equity Award will become exercisable, payable or become vested if the Company underlying performance criteria are satisfied and in the 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 award's original 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 duties hereunder, except for ; (v) the right to receive elect continuation coverage of insurance benefits to the extent required by law; and (ivi) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon any accrued but unpaid benefits and any other rights as provided by the terms of any employee benefit plan or program of Company. Any payments under this Section 3(e) shall be made within 30 days of Employee's termination of employment. "Disability," as used in this paragraph, 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 execution of a written release agreement ('s position, for at least 120 consecutive calendar days or for at least 150 calendar days, whether or not consecutive, in a form satisfactory to the Company) containingany 365 calendar day period, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall which cannot be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5accommodated with a reasonable accommodation, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the without undue hardship on Company, in accordance with the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued as specified in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the CompanyAmericans with Disabilities Act.

Termination Due to Disability. If Employee’s In the event the Executive's employment hereunder is terminated due to Employee’s Disabilityher disability, Employee as determined under the Company's long-term disability plan, the Executive shall have no further rights against the Company hereunderbe entitled, except for the right subject to receive Section 25 hereof, to: (i) Final Pay; the Base Salary as provided in Section 4, above, through the end of the sixth month after the month in which the Executive's employment terminates due to disability, to be paid in accordance with the Company's regular payroll practices, (ii) Final Expensesany annual bonus awarded in accordance with the Company's bonus program but not yet paid under Section 5, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above, (iii) Employee’s Unpaid Bonus; within 45 days after the date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive's average annual bonus for the immediately preceding three years (or the period of the Executive's employment with the Company, if less), (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment rights under any options to purchase equity securities of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure or other rights with respect to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the normal payroll practices terms thereof, (v) for a period of six months following the termination of the Company. The amount of such Severance Payment shall be reduced by Executive's employment, continued medical benefit plan coverage (xincluding dental and vision benefits if provided under the applicable plans) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding Executive (and the foregoingExecutive's dependents, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable if any) under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges 's medical benefit plans upon substantially the same terms and agrees conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; PROVIDED, THAT, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; PROVIDED FURTHER, HOWEVER, that, upon in the cessationevent the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (vi) the vested accrued benefits, if any, of such Disability during under the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion employee benefit programs of the BoardCompany, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in Section 6 above, determined in accordance with the stock option applicable terms and restricted stock agreements between Employee and the Companyprovisions of such programs.

Termination Due to Disability. If Employee’s employment is terminated due to Employee’s Disabilityduring the Term of Employment you become physically or mentally disabled, Employee shall have no further rights against whether totally or partially, so that you are prevented from performing the Company hereunder, except material functions of your position for the right to receive (i) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means periods aggregating six (6) months in any twelve (12) month period, the Company will be entitled to terminate the Term of EmployeeEmployment upon written notice to you given at any time thereafter during which you are still disabled. You will thereafter be entitled to receive, in addition to the Termination Entitlement, (subject to the requirements of Section 5.7) Base Salary and “Average Annual Bonus” (as defined below) for twenty-four (24) months, paid in substantially equal installments in accordance with the customary payroll practices of the Company, and subject to payroll deductions and required withholdings, but reduced on a monthly basis by an amount equal to the disability payments received for such month by you from Workers’ Compensation, Social Security and disability insurance policies maintained by the Company or its affiliate; provided, however, that all payments under this Section 5.3 shall cease upon the earlier of: (i) your commencing substantially full-time employment, or (ii) you ceasing to be eligible for long-term disability benefits under the Company’s base salary or an affiliate’s long-term disability plan in effect as of the date of Employee’s your disability. Upon the termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination payments made pursuant to the normal payroll practices of the Companythis Section 5.3, your disability payments, if any, will be determined in accordance with the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any shortlong-term disability plansprogram then in effect, programs or policies offered by and no further payments will be made pursuant to the Company during Employee’s absence from the Company prior to Employee’s termination terms of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductionsthis Agreement. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be All payments made under this Section 2.55.3 after the date of termination of employment are intended to be disability payments, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion regardless of the Board, is a breach manner in which they are computed. For purposes of this Agreement subject to Section 8.6Agreement, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee “Average Annual Bonus” shall be defined as provided in an amount equal to the stock option and restricted stock agreements between Employee and average of the two (2) highest Bonus amounts received by you (excluding any special, spot or long-term incentive plan bonuses) during the most recent five (5) completed fiscal years of the Company.

Termination Due to Disability. The Company may terminate Executive’s employment due to Disability if Executive (i) is unable to 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 a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which is expected to result in 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 Company (“Disability”). Any questions as to the existence of Executive’s Disability as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent medical practitioner mutually acceptable to Executive and the Company. If EmployeeExecutive’s employment is terminated due to Employee’s under this Section 4(a) for Disability, Employee shall have no further rights against the Company hereundershall pay to Executive the Accrued Benefits pursuant to Section 4(h) below and any earned but unpaid Annual Bonus relating to the calendar year prior to the year of termination, except for the right and, subject to receive (i) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) EmployeeExecutive’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against in favor of the Company and (b) Employeein substantially the form attached hereto as Exhibit A, after termination of Executive’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus employment, and the Prorated Bonus shall be made 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 Employee at the same time as any such bonuses for such fiscal years obligations in Sections 7, 8 and 9, (A) Executive’s outstanding equity awards that are paid subject solely to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect time-based vesting conditions will become fully vested as of the date of EmployeeExecutive’s termination (treatment of equity awards subject to performance-based vesting conditions will be addressed in the applicable award agreements), (B) within 60 days following the date of termination, the Company shall 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, pro-rated to reflect the number of days in such calendar year through the date of termination of employment, payable in equal installments during the six and (6C) month period following the effective date if Executive is entitled to elect continuation of Employee’s termination coverage under any Company group health plan pursuant to the normal payroll practices Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable law (“COBRA”), and Executive timely elects such coverage, the CompanyCompany 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 accordance with effect on the normal payroll practices date of termination, during the Company. The amount period commencing on the date of such Severance Payment shall be reduced by termination and ending upon the earliest of (x) the value of any compensation (includingdate 18 months after the date Executive’s employment terminates, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plansthe date Executive and, programs if applicable, Executive’s covered dependents become no longer eligible for COBRA and (z) the date Executive becomes eligible to receive healthcare coverage from a subsequent employer (as applicable, the “COBRA Continuation Period”); provided, however, that if Executive is not eligible to elect COBRA continuation coverage or policies offered by the Company during Employee’s absence from 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 prior or Executive, the Company shall in lieu thereof provide to Employee’s termination of employment or Executive a taxable monthly payment during the six (6) month period thereafter and employee agrees COBRA Continuation Period in an amount equal to reimburse the monthly premium that the Company for would have contributed to Executive’s and Executive’s covered dependents’ group health coverage in effect on the date of termination (which amount shall be based on the premiums in effect on the date of termination), 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 any such reductions. Notwithstanding the foregoingtermination (as applicable, the amount “Continued Health Care Coverage Benefit”). The Continued Health Care Coverage Benefits will commence within 60 days following the date of termination (with the Severance Payment under this Section 2.5 shall not be reduced by first payment to include any installment payments that would have been made during such 60-day period if payments had commenced on the value date of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the Companytermination).

Termination Due to Disability. If Employee’s employment is terminated due to Employee’s DisabilityDisability pursuant to Section 4.1(d), above, Employee shall have no further rights against the Company hereunder, except for the right to receive (i) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company Company; (iii) Final Expenses; and (biv) Employee’s failure unpaid bonus, if any, attributable to revoke such release within the statutory period permitted for such revocation. Payment any complete fiscal year of the Unpaid Bonus and Company ended before the Prorated Bonus date of termination plus a share of any bonus attributable to the fiscal year of the Company during which the date of termination occurs (pro-rated, as determined by the Company, for the portion of the fiscal year prior to the date of termination). Any such bonus payments shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.54.2(c), “Severance Payment” means six (6_) months of Employee’s base salary in effect as of the date of Employee’s termination of employmentBase Salary, payable in equal installments during the six (6_) month period following the effective date of Employee’s termination pursuant to the normal payroll practices exhaustion of any short-term disability benefits provided by the Company, in accordance with the normal payroll practices and schedule of the Company. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (includingincluding any payments received by Employee under any disability plans, but not limited to, the value of any cash compensation, deferred compensation programs or equity-based compensation, valued in the sole discretion of policies offered by the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination the date of employment termination, and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program theretoreduction. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5Disability, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.69.6, below. Furthermore, under this Section 2.54.2(c), vesting of any Company stock options and restricted stock granted to Employee shall be as provided in ceases on the date of termination, and any unvested stock option options lapse and restricted stock agreements between Employee and the Companyare forfeited immediately upon termination.

Termination Due to Disability. If Employee’s employment is terminated due to Employee’s Disabilityduring the Term of Employment you become physically or mentally disabled, Employee shall have no further rights against whether totally or partially, so that you are prevented from performing the Company hereunder, except material functions of your position for the right to receive (i) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means periods aggregating six (6) months in any twelve (12) month period, the Company will be entitled to terminate the Term of Employee’s base salary Employment upon written notice to you given at any time thereafter during which you are still disabled. You will thereafter be entitled to receive, in effect as addition to the Termination Entitlement (subject to the requirements of Section 5.9) for the greater of the date remainder of Employee’s termination the original Term of employmentEmployment or twelve (12) months, payable bi-weekly payments made in substantially equal installments during in accordance with the six (6) month period following the effective date of Employee’s termination pursuant to the normal customary payroll practices of the Company, and subject to payroll deductions and required withholdings at an annualized rate equal to the sum of your Base Salary and "Average Annual Bonus" (as defined below), but reduced on a monthly basis by an amount equal to the disability payments received for such month by you from Workers' Compensation, Social Security and disability insurance policies maintained by the Company or its affiliate: provided. however, that all payments under this Section 5.3 shall cease upon the earlier of: (i) your commencing substantially full-time employment, or (ii) you 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 less than fifty percent (50%) under such plan. Upon the termination of payments made pursuant to this Section 5.3, your disability payments, if any, will be determined in accordance with the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short's long-term disability plansprogram then in effect, programs or policies offered by and no further payments will be made pursuant to the Company during Employee’s absence from the Company prior to Employee’s termination terms of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductionsthis Agreement. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be All payments made under this Section 2.55.3 after the date of termination of employment are intended to be disability payments, he/she has regardless of the manner in which they are computed. For all purposes of this Agreement, "Average Annual Bonus" shall be defined as an obligation amount equal to use his/her reasonable efforts to secure other employment and that his/her failure to do sothe average of the two (2) highest Bonus amounts received by you before the effective date of your termination (excluding any special, as determined spot or long term incentive plan bonuses) for the most recent three (3) completed Bonus plan years at the sole discretion Company; provided, that, if your employment terminates prior to the payment of your annual bonus for your services in 2018 (which will be payable on or before March 15, 2019), then in any instance where you would be entitled to receive an amount equal to or based upon the BoardAverage Annual Bonus, is a breach you shall receive $1,800,000 in lieu of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the Companysuch Average Annual Bonus.

Termination Due to Disability. If EmployeeIn the event (x) the Executive’s employment hereunder is terminated due to Employeeher disability, as determined under the Company’s Disabilitylong-term disability plan, Employee or (y) the Executive incurs a separation from service pursuant to Code Section 409A as a result of her incapacity due to physical or mental illness (in which case she shall have no further rights against be terminated for disability at the Company hereunderdate of the separation from service), except for the right Executive shall be entitled to receive the following amounts: (i) Final Pay; a cash lump sum payment made, within sixty (60) days after the date of termination in an amount equal to the Base Salary as provided in Section 4, above, that would have been paid to the Executive had she remained employed through the end of the sixth month after the month in which the Executive’s employment terminates due to disability, (ii) Final Expensesany annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5 above, to be paid at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above, (iii) Employeeif the date of termination occurs after 2008, within 60 days after the date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s Unpaid Bonus; average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), (iv) Employeeif the date of termination occurs prior to the date the second installment of the 2008 Guaranteed Bonus is paid, such unpaid installment shall be paid as provided in Section 5 as if the Executive’s Prorated Bonus; and employment had not terminated, (v) a Severance Payment (defined below), the payment rights under any options to purchase equity securities of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure or other rights with respect to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the normal payroll practices terms thereof, (vi) for a period of six months following the termination of the Company. The amount of such Severance Payment shall be reduced by Executive’s employment, continued medical benefit plan coverage (xincluding dental and vision benefits if provided under the applicable plans) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding Executive (and the foregoingExecutive’s immediate family members, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable if any) under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges medical benefit plans upon substantially the same terms and agrees conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; provided, that, upon if the cessationExecutive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided further, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (vii) the vested accrued benefits, if any, of such Disability during under the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion employee benefit pro-grams of the BoardCompany, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in Section 6 above, determined in accordance with the stock option applicable terms and restricted stock agreements between Employee provisions of such programs, including any previously granted and the Companyunpaid LTIP, deferred cash and retention awards.

Termination Due to Disability. If EmployeeIn the event the Executive’s employment hereunder is terminated due to Employeehis disability, as determined under the Company’s Disabilitylong-term disability plan, Employee the Executive shall have no further rights against the Company hereunder, except for the right to receive be entitled to: (i) Final Pay; a cash lump sum payment made, subject to Section 25 below, 60 days after the date of termination in an amount equal to the Base Salary as provided in Section 4, above, that would have been paid to the Executive had he remained employed through the end of the sixth month after the month in which the Executive’s employment terminates due to disability, (ii) Final Expensesany annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, to be paid, subject to Section 25 below, at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7(a) above, (iii) Employeesubject to Section 25 below, 60 days after the date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s Unpaid Bonus; average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment rights under any options to purchase equity securities of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure or other rights with respect to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the normal payroll practices terms thereof, (v) for a period of six months following the termination of the Company. The amount of such Severance Payment shall be reduced by Executive’s employment, continued medical benefit plan coverage (xincluding dental and vision benefits if provided under the applicable plans) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding Executive (and the foregoingExecutive’s dependents, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable if any) under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges medical benefit plans upon substantially the same terms and agrees conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; provided, that, upon if the cessationExecutive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted (and any payment made by the Company in respect of any taxes imposed with respect to such benefits shall be paid to the Executive, or to the applicable taxing authority on his behalf, no later than the due date of such taxes); provided further, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (vi) the vested accrued benefits, if any, of such Disability during under the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion employee benefit programs of the BoardCompany, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in Section 6 above, determined in accordance with the stock option applicable terms and restricted stock agreements between Employee and the Companyprovisions of such programs.

Termination Due to Disability. If this Agreement is terminated by either party as a result of the Employee’s Disability (as defined below), in addition to the benefits otherwise due the Employee and as otherwise required by law, the Company will pay Employee his Base Salary (and any previously earned bonus) until the effective date of the termination of employment due to the Disability (“Disability Effective Date”). The Employee shall be eligible to receive disability insurance coverage at those levels which the Company provides to its executive officers from time-to-time; provided, however, if Company’s disability insurance carrier denies Employee coverage at the executive benefit level, Company shall enroll Employee in the Company standard disability insurance coverage pool. In the event Employee’s employment is terminated at any time due to Disability, Employee will continue to receive his Base Salary during any waiting period required under the Company’s disability insurance policy then in effect and such payments will terminate upon the expiration of any such waiting period. In the event Employee’s employment is terminated due to Disability during the period Employee is prohibited from selling his stock in the Company pursuant to that certain Shareholders Agreement of even date herewith, the Company will pay Employee his Base Salary during the prohibition period, less any benefits received by Employee under Company’s disability insurance coverage. Any amounts paid to the Employee pursuant to disability insurance policies provided by the Company shall be offset against the amount of Base Salary due or paid to Employee under this Section 4 d for the same periods as covered by the payments under the disability insurance policies. Except as provided herein, upon termination as a result of Employee’s Disability, Employee the Company shall have no further rights against the Company hereunderobligations to Employee under this Agreement, except for the right to receive (i) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Companyotherwise required under law. For purposes of this Section 2.5Agreement, the Employee will be deemed to have a “Severance PaymentDisability” means six (6) months of if, for physical or mental reasons, the Employee is unable to perform the Employee’s base salary in effect essential duties under this Agreement without reasonable accommodation for ninety (90) consecutive days, or one hundred eighty (180) days during any twelve (12)-month period, as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, determined in accordance with the normal payroll practices this Section 4 d. The disability of the CompanyEmployee will be determined by a medical doctor selected by written agreement of the Company and the Employee upon the request of either party by notice to the other. If the Company and the Employee cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will select a third medical doctor who will determine whether the Employee has a disability. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion determination of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment medical doctor selected under this Section 2.5 shall not 4 d will be reduced binding on both parties. The Employee must submit to a reasonable number of examinations by the value medical doctor making the determination of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made disability under this Section 2.54 d, he/she has an obligation and the Employee hereby authorizes the disclosure and release to use his/her reasonable efforts the Company of such determination and all supporting medical records. If the Employee is not legally competent, the Employee’s legal guardian or duly authorized attorney-in-fact will act in the Employee’s stead, for the purposes of selecting the medical doctor, submitting the Employee to secure other employment the examinations, and that his/her failure to do so, providing the authorization of disclosure as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, required under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the Company.4 d.

Termination Due to Disability. If EmployeeExecutive’s employment is terminated due to EmployeeExecutive’s DisabilityDisability pursuant to Section 3.1(d), Employee above, Executive shall have no further rights against the Company hereunder, except for the right to receive (i) Final PayAccrued Benefits; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s the Prorated Bonus; and (viii) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee Executive at the same time as any such bonuses for such fiscal years year are paid to other similarly situated executives of the Company. For purposes of this Section 2.53.2(c), “Severance Payment” means six (6) months of EmployeeExecutive’s base salary Base Salary in effect as of the date of EmployeeExecutive’s termination of employment, payable in equal installments during the six (6) month period following the effective date of EmployeeExecutive’s termination pursuant to the normal payroll practices of the Company, except as otherwise provided in accordance with the normal payroll practices of the CompanySection 3.2(g), below. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee Executive from another employer or service recipient during the six (6) month period following EmployeeExecutive’s termination of employment and (y) any payments received by Employee Executive under any short-term disability plans, programs or policies offered by the Company during EmployeeExecutive’s absence from the Company prior to EmployeeExecutive’s termination of employment or during the six (6) month period thereafter and employee Executive agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 3.2(c) shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee Executive acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.53.2(c), he/she Executive has an obligation to use his/her Executive’s reasonable efforts to secure other employment and that his/her Executive’s failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.68.5, below. Furthermore, under this Section 2.53.2(c), vesting of any Company stock options and restricted stock equity awards granted to Employee Executive prior to the date of termination shall be as provided in the stock option and restricted stock applicable equity award agreements between Employee Executive and the Company.

Termination Due to Disability. If Employee’s In the event that the Executive's employment hereunder is terminated due to Employee’s Disability, Employee he shall have no further rights against be entitled to the Company hereunder, except for the right to receive following: (i) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, Periodic disability payments in accordance with the normal payroll practices Company's Long-Term Disability Plan (provided that the Executive is and continues to be disabled as defined under that plan); (ii) Base Salary through the end of the month in which the Termination Date occurs; (iii) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates, based on his target bonus opportunity for the year of termination, payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company. The amount 's performance during such fiscal year; (iv) the continued right to exercise each outstanding stock option for the lesser of (A) 12 months or (B) the remainder of the original term, all such Severance Payment options to become fully exercisable as of the Termination Date; (v) any outstanding shares from his Sign-On Deferrable Restricted Stock Award and any other restricted stock awards shall vest as of the Termination Date; provided, however, that notwithstanding anything in the foregoing to the contrary, unless the 40,000 shares from his Sign-On Deferrable Restricted Stock Award which are scheduled to vest on the Executive's 65th birthday have otherwise vest, those shares will be forfeited as of the Termination Date; (vi) Pro-Rata Long-Term Incentive Plan payouts, payable in a lump sum, if earned, promptly following the end of the performance periods; (vii) continued participation, for a period of two years from the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he was participating on the date on which his employment terminates, on terms and conditions that are no less favorable to him than those that applied on such date, and with COBRA benefits commencing thereafter; provided that the Company's obligation under this Section 8(b)(v) shall be reduced by to the extent that equivalent coverages and benefits (xdetermined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination arrangements of employment or during the six a subsequent employer; (6viii) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under immediate vesting in the Company’s Long Term Disability Program 's Retirement Savings Plan (or any successor program thereto401(k) plan), pension plan, supplemental retirement plan (including the Supplemental Pension) and deferred compensation plans, or the cash equivalent thereof; and (ix) the benefits described in Section 8(h)(i). Employee acknowledges and agrees that, upon No termination of the cessation, if any, Executive's employment for Disability shall be effective until the Company first gives 15 days written notice of such Disability during termination to the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the CompanyExecutive.

Termination Due to Disability. If Employee’s employment is terminated If, while employed by the Company, the Executive becomes unable to perform the duties specified hereunder due to Employeepartial or total disability or incapacity resulting from a mental or physical illness, injury, or from any other cause, the Company will continue the payment of the Executive’s Disabilitybase salary at its then current rate through the end of the month in which the Executive is first unable to perform such duties due to such disability or incapacity. The Company will also: (a) Continue the payment of the Executive’s base salary at its then current rate for the TWENTY-SIX (26) weeks that directly follow the end of the month in which the Executive is first unable to perform such duties due to such disability or incapacity. The continued payment of the Executive’s base salary will NOT be prematurely halted due to potential conflicts with the expiration date of this Agreement; (b) Pay any performance and special incentive bonus(es) earned by the Executive, Employee but not yet paid; (c) Evaluate the Executive’s performance relative to defined, upcoming, Company goals and objectives and determine any/all potential special incentive bonus(es) eligibility to date; (d) Immediately vest all shares of Company stock previously granted to the Executive. Ownership of all vested shares will be automatically transferred to the Executive; (e) Reimburse to the Executive any previously submitted, but not yet paid, and previously unsubmitted expense reports (accompanied by receipts or appropriate documentation); (f) Pay 85 (eighty-five) percent of the health and wellness benefits that would have otherwise been paid if the employment Agreement had continued through the full Term; (g) Thereafter, the Company shall have no further rights against the Company hereunderobligation for base salary, except for the right to receive (ibonus(es) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory or other compensation payments to the Company) containing, among other things, a general release Executive during the continuance of claims against the such disability or incapacity. The Company and (b) Employee’s failure will continue to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made provide benefits to the Employee at Executive so long as the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, in accordance with the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced Executive remains employed by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the Company.

Termination Due to Disability. If EmployeeIn the event the Executive’s employment hereunder is terminated due to Employeehis disability, as determined under the Company’s Disabilitylong-term disability plan, Employee the Executive shall have no further rights against the Company hereunder, except for the right to receive be entitled to: (i) Final Pay; the Base Salary as provided in Section 4, above, through the end of the sixth month after the month in which the Executive’s employment terminates due to disability, to be paid in accordance with the Company’s regular payroll practices, (ii) Final Expensesany annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7(a) above, (iii) Employeewithin 45 days after the date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s Unpaid Bonus; average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment rights under any options to purchase equity securities of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure or other rights with respect to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the normal payroll practices terms thereof, (v) for a period of six months following the termination of the Company. The amount of such Severance Payment shall be reduced by Executive’s employment, continued medical benefit plan coverage (xincluding dental and vision benefits if provided under the applicable plans) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding Executive (and the foregoingExecutive’s immediate family members, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable if any) under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges medical benefit plans upon substantially the same terms and agrees conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; provided, that, upon if the cessationExecutive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided further, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (vi) the vested accrued benefits, if any, of such Disability during under the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion employee benefit programs of the BoardCompany, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in Section 6 above, determined in accordance with the stock option applicable terms and restricted stock agreements between Employee and the Companyprovisions of such programs.

Termination Due to Disability. If Employee’s employment is terminated due to Employee’s Disability, Employee shall have no further rights against the Company hereunder, except for the right to receive (i) Final Pay; (ii) Final Expenses, ; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, except as otherwise provided in accordance with the normal payroll practices of the CompanySection 2.8, below. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and employee Employee agrees to reimburse the Company for the amount of any such reductionsoverpayment. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock equity awards granted to Employee prior to the date of termination shall be as provided in the stock option and restricted stock applicable equity award agreements between Employee and the Company.

Termination Due to Disability. If Employee’s In the event that the Executive's ----------------------------- employment hereunder is terminated due to Employee’s Disability, Employee he/she shall have no further rights against the Company hereunder, except for the right to receive (i) Final Pay; (ii) Final Expenses, (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory be entitled to the Companyfollowing: (1) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, periodic disability payments in accordance with the normal payroll practices Company's Long-Term Disability Plan; (2) Base Salary through the end of the month in which the Termination Date occurs; (3) a Pro-Rata annual incentive bonus award for the fiscal year in which his/her Termination Date occurs, based on the Executive's annual bonus award opportunity for such fiscal year (excluding any overachievement bonus award opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company. The amount 's performance during such fiscal year; (4) the continued right to exercise each outstanding stock option for a period of 12 months, all such Severance Payment options to become fully exercisable as of the Termination Date, and the immediate distribution of all shares of restricted stock of the Company as of the Termination Date; and (5) continued participation, for a period of two years from the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he/she was participating on the date on which his/her employment terminates, on terms and conditions that are no less favorable to him/her than those that applied on such date, and with COBRA benefits commencing thereafter; provided that the Company's obligation under -------- ---- this Section 8(B)(5) shall be reduced by to the extent that equivalent coverages and benefits (xdetermined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination arrangements of employment or during the six a subsequent employer; (6) month period thereafter and employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under immediate vesting in the Company’s Long Term Disability Program 's Retirement Savings Plan (or any successor program thereto401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; and (7) the benefits described in Section 8(I)(1). Employee acknowledges and agrees that, upon No termination of the cessation, if any, Executive's employment for Disability shall be effective unless the Company first gives 15 days written notice of such Disability during the period for which the Severance Payment is termination to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.5, vesting of any Company stock options and restricted stock granted to Employee shall be as provided in the stock option and restricted stock agreements between Employee and the CompanyExecutive.