Common use of Termination Due to Disability Clause in Contracts

Termination Due to Disability. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he shall have the right to exercise any such award for the lesser of (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event shall a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to the other Party in accordance with Section 16 below.

Termination Due to Disability. In the event the Executive's employment is terminated due to his If Executive suffers a Disability, he shall be entitled the Company may terminate this Agreement and Executive’s employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such case to notice the following: (i) Base Salary through effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date of termination; (ii) through specified in the Company's ’s notice. For purposes of this Agreement, the term “Disability” means either (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability plans insurance policy or otherwiseplan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of his job for more than ninety (90) days during any period of twelve (12) consecutive months, or (c) upon the written determination by a physician selected by the Company that, because of an amount equal injury, illness, disease or bodily or mental infirmity, Executive is unable to 60% perform, with or without reasonable accommodation, the essential functions of the Base Salary for the period beginning on Executive’s job, and, as of the date of termination through determination, such condition is reasonably expected to last for a period of ninety (90) days or longer after the Executive's attainment date of age 65; (iii) the annual bonus for the year in which termination due to Disability occursdetermination, based on the Target Bonus for medical information reasonably available to such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding physician at the time of his termination due such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to Disability shall become fully vested any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment applicable physician-patient privilege that may arise because of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he shall have the right to exercise any such award for examination. Upon the lesser termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (a) 12 months from the date of Disability or (bx) the remainder Company will pay Executive that portion of his Base Salary which will have been earned through the full original term of termination date; and (y) the option (notwithstanding any contrary provision of any plan Company will pay or agreement); (vii) any amounts earnedprovide Executive with such other payments or benefits, if any, which have accrued or owing and vested before the termination date. Other than the foregoing, the Company will have no further obligations to the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event shall a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to the other Party in accordance with Section 16 below.

Termination Due to Disability. In the event the Executive's employment is terminated due to his Employee suffers a Disability, he shall be entitled in such case as defined herein, during the Term of Employment and is, therefore, unable to perform the following: duties required by the Agreement for more than ninety (i90) Base Salary through the date of termination; calendar days during any consecutive twelve (ii12) through the Company's long-term disability plans or otherwisemonth period, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he Employer shall have the right to exercise any terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such award for notice a termination date not less than thirty (30) days after the lesser of (a) 12 months from the date of Disability or (b) the remainder giving of the full original term notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the option Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee shall be entitled to receive any applicable disability insurance benefits as allowed under Paragraph 5 (notwithstanding any contrary provision D) of any plan or agreementthis Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(B); , Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expire; provided, however, that within forty-five (vii45) any amounts earnedbusiness days after the termination of this Agreement, accrued or owing Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned through the Executive termination date, but not yet paid paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement; (viii) . For purposes of this Agreement only, the Executive term “Disability” shall be relieved mean, the inability of any obligation Employee, because of injury, illness, disease, or bodily or mental infirmity, to repay engage in the Cash Payment to the Company; (ix) the Executive shall be relieved performance of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs substantially all of the Companyduties required by this Agreement with or without a reasonable accommodation. In no event Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice licensed physician or physicians qualified to the other Party in accordance with Section 16 belowgive professional medical advice.

Termination Due to Disability. (a) In the event that Executive is prevented from performing his/her usual duties for a period of six (6) consecutive months, or for shorter periods aggregating more than six (6) months in any twelve-month period, by reason of physical or mental disability, whether total or partial in nature or effect (referred to herein as “Disability”), Company shall continue to pay Executive his/her full salary up to and including the last day of the sixth consecutive month of Disability, or the day on which the shorter periods of Disability shall equal a total of six (6) months (in either case, such day being the “Disability Date”). Company shall be entitled, on or at any time after the Disability Date, to terminate this Agreement and Executive's ’s employment with Company due to Disability upon giving written notice to Executive. (b) The effective date of any termination of Executive’s employment due to or as a result of Disability shall be the Disability Date, from and after which Company shall have no further obligation or liability to Executive under this Agreement except for any compensation that has accrued under this Agreement and has not been paid, together with the following compensation and benefits: (1) Executive’s base salary, at the rate in effect immediately prior to the Disability Date, through the end of the month in which he/she is terminated due to his or as a result of Disability, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii2) through An annual bonus, pursuant to the Company's long-term disability plans terms of any Company incentive compensation, performance or otherwisebonus plan, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which Executive’s termination due to Disability occurs, based payable on a pro rata basis through the Target Bonus for such year, payable in a single installment promptly following date of termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding and at the time that bonuses, if any, are paid to other executives of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he shall have the right to exercise any such award for the lesser of (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation to repay the Cash Payment to the Company; (ix3) Commencing with the first month following the month in which Executive shall be relieved is terminated, payments to which Executive is entitled under any plan or program of Company providing long-term disability or retirement benefits; (4) Continued participation in any obligation Company sponsored employee benefit plan that is made available to repay all employees of Company and in which Executive was participating as of the Loan Disability Date, to the Company; and (x) other or additional benefits in accordance with applicable plans and programs extent that Executive remains eligible to participate under the terms thereof, until the earliest to occur of the Company. In no event shall a termination cessation of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to the other Party in accordance with Section 16 below’s Disability, his/her death or his/her attainment of age 70.

Termination Due to Disability. In Upon a determination that the event Executive is Disabled, the Company may give notice to the Executive that it intends to replace him. If the Executive does not return to the performance of his duties on essentially a full-time basis within thirty (30) days after receiving such notice, the Company may replace the Executive without breaching this Agreement; provided, however, that this Agreement and the Executive's employment thereunder shall not terminate until the anniversary date of this Agreement next following the date that the Executive is terminated due determined to his Disability, he shall be entitled in Disabled. For the period from the date the Executive is determined to be Disabled through the earlier of such case to the following: (i) Base Salary through anniversary date or the date of termination; the Executive's death (iithe “Disability Period”), the Company shall continue to provide the Executive all compensation and benefits provided for in Section 2; provided, however, that (x) through the Company's obligation to pay the Executive's Base Salary shall be reduced by the amounts paid to the Executive under any long-term disability plans insurance plan sponsored or otherwise, otherwise maintained by the Company (if any) and that in no event shall the total annual obligation of the Company under this Agreement to make Base Salary payments to the Executive during the Disability Period be greater than an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; two-thirds (iii2/3) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he shall have the right to exercise any such award for the lesser of (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event shall a termination of the Executive's employment for Disability occur unless Base Salary, computed on a pro rata basis beginning with the Party terminating his employment gives written notice to date that the other Party Executive is replaced in accordance with this Section 16 below3.2(c)(i) and continuing until the expiration of the Disability Period and (y) the Executive's Annual Bonus due for fiscal year (or years) in which all or a portion of the Disability Period occurs shall not be reduced on account of the Executive's absence from active service due to his Disability from what otherwise may be earned and payable to him.

Termination Due to Disability. In the event the Executive's employment is terminated due to his Employee suffers a Disability, he shall be entitled in such case as defined herein, during the Term of Employment and is, therefore, unable to perform the following: duties required by the Agreement for more than ninety (i90) Base Salary through the date of termination; calendar days during any consecutive twelve (ii12) through the Company's long-term disability plans or otherwisemonth period, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he Employer shall have the right to exercise any terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such award for notice a termination date not less than thirty (30) days after the lesser of (a) 12 months from the date of Disability or (b) the remainder giving of the full original term notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the option Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee shall be entitled to receive any applicable disability insurance benefits as allowed under Paragraph 5 (notwithstanding any contrary provision C) of any plan or agreementthis Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(B); , Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expire; provided, however, that within forty-five (vii45) any amounts earnedbusiness days after the termination of this Agreement, accrued or owing Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned through the Executive termination date, but not yet paid paid. Except as otherwise set forth herein, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement; (viii) . For purposes of this Agreement only, the Executive term “Disability” shall be relieved mean, the inability of any obligation Employee, because of injury, illness, disease, or bodily or mental infirmity, to repay engage in the Cash Payment to the Company; (ix) the Executive shall be relieved performance of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs substantially all of the Companyduties required by this Agreement with or without a reasonable accommodation. In no event Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice licensed physician or physicians qualified to the other Party in accordance with Section 16 belowgive professional medical advice.

Termination Due to Disability. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he The Company shall have the right to exercise terminate the Executive’s employment for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive to be unable to substantially perform the Executive’s normal duties; provided however that the Executive shall not be considered disabled until: (i) the Executive has been so disabled for 180 days during any period of twelve (12) consecutive months; (ii) the Executive’s attending physician shall have furnished to the Company certification that the return of the Executive to his normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive’s immediate manager, and such award for written notice shall be delivered to the lesser Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive’s estate]: (a) 12 months from any salary that was accrued but not yet paid as of the date Effective Date of Disability or Termination; (b) the remainder unpaid Annual Bonus, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the full original term of the option Employment Period); and (notwithstanding any contrary provision of any plan or agreement); (viic) any amounts earned, accrued or owing to all other rights and benefits that the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation is vested in, pursuant to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a termination failure by him to perform his duties hereunder and shall not be deemed a breach or default, and the Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of Disability, all of the Executive's employment for Disability occur unless ’s outstanding stock grants, excluding restricted stock grants issued under a performance based plan, will become immediately vested, effective as of the Party terminating his employment gives written notice to date of the other Party in accordance with Section 16 belowExecutive’s Disability. Then, the Executive, the Executive’s personal representatives, distributees, or legatees may exercise the Executive’s grants at any time before the expiration date of the grant.

Termination Due to Disability. This Agreement may be terminated by Company in the event Executive has a "Disability" as defined below which lasts, or Company reasonably determines is likely to last (based on the written opinion of a board certified physician), for a period exceeding 120 days from the onset of such Disability. Executive shall be deemed to be under a Disability if Executive becomes eligible for coverage under Company's Long-Term Disability Program, if any, or if Executive is otherwise unable, by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever), to perform Executive's essential job functions hereunder, whether with or without reasonable accommodation, in substantially the manner and to the extent required hereunder prior to the commencement of such Disability. In the event the of Executive's Disability, Company may terminate any or all of Executive's titles, positions, and responsibilities hereunder (including Executive's Principal Position) or Company may terminate Executive's employment hereunder. If Executive is terminated due to Disability, (i) Executive shall be entitled to receive all earned awards (including a pro-rata portion of any annual incentive award); (ii) all of Executive's outstanding but unvested stock options shall vest immediately and remain exercisable for one (1) year from the date of termination; and (iii) all restrictions regarding Executive's restricted or deferred stock shall immediately lapse. IRONCLAD EMPLOYMENT AGREEMENT During the Term of Employment, Executive shall be entitled to disability coverage in accordance with the terms of Company's Long-Term Disability Program, if any. Executive shall not be entitled to any annual incentive award for the time during which Executive is receiving such disability benefits. If Executive recommences his position after a leave for Disability, he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in such case accordance with this Agreement. During the period Executive is receiving Disability benefits from Company, he shall continue to the following: (i) Base Salary through be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the date of termination; (ii) through the Company's such benefits commenced, except that Executive shall not be entitled to receive any annual salary increases or any new long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to incentive plan grants during his Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he shall have the right to exercise any such award for the lesser of (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event shall a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to the other Party in accordance with Section 16 below.

Termination Due to Disability. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he The Company shall have the right to exercise terminate the Executive’s employment for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive to be unable to substantially perform the Executive’s normal duties; provided however that the Executive shall not be considered disabled until: (i) the Executive has been so disabled for 180 days during any period of twelve (12) consecutive months; (ii) the Executive’s attending physician shall have furnished to the Company certification that the return of the Executive to his normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive’s immediate manager, and such award for written notice shall be delivered to the lesser Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive’s estate]: (a) 12 months from any salary that was accrued but not yet paid as of the date Effective Date of Disability or Termination; (b) the remainder unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the full original term of the option Employment Period); and (notwithstanding any contrary provision of any plan or agreement); (viic) any amounts earned, accrued or owing to all other rights and benefits that the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation is vested in, pursuant to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. Moreover, should any payments under Article 5.8 be outstanding at the time of termination as a result of this Article 7.2, such monies will be paid. In no event addition, any other payments required under applicable Canadian law will be paid. It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a termination failure by him to perform his duties hereunder and shall not be deemed a breach or default, and the Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of disability, all of the Executive's employment for Disability occur unless ’s outstanding stock grants, including performance based grants, will become immediately vested, effective as of the Party terminating his employment gives written notice to date of the other Party in accordance with Section 16 belowExecutive’s disability. Then, the Executive, the Executive’s personal representatives, distributees, or legatees may exercise the Executive’s grants at any time before the expiration date of the grant.

Termination Due to Disability. This Agreement may be terminated by Company in the event Executive has a “Disability” as defined below which lasts, or Company reasonably determines is likely to last (based on the written opinion of a board certified physician), for a period exceeding 120 days from the onset of such Disability. Executive shall be deemed to be under a Disability if Executive becomes eligible for coverage under Company's Long-Term Disability Program, if any, or if Executive is otherwise unable, by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever), to perform Executive's essential job functions hereunder, whether with or without reasonable accommodation, in substantially the manner and to the extent required hereunder prior to the commencement of such Disability. In the event the of Executive's Disability, Company may terminate any or all of Executive's titles, positions, and responsibilities hereunder (including Executive's Principal Position) or Company may terminate Executive's employment hereunder. If Executive is terminated due to Disability, (i) Executive shall be entitled to receive all earned awards (including a pro-rata portion of any annual incentive award); (ii) all of Executive's outstanding but unvested stock options shall vest IRONCLAD EMPLOYMENT AGREEMENT immediately and remain exercisable for one (1) year from the date of termination; and (iii) all restrictions regarding Executive's restricted or deferred stock shall immediately lapse. During the Term of Employment, Executive shall be entitled to disability coverage in accordance with the terms of Company's Long-Term Disability Program, if any. Executive shall not be entitled to any annual incentive award for the time during which Executive is receiving such disability benefits. If Executive recommences his position after a leave for Disability, he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in such case accordance with this Agreement. During the period Executive is receiving Disability benefits from Company, he shall continue to the following: (i) Base Salary through be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the date of termination; (ii) through the Company's such benefits commenced, except that Executive shall not be entitled to receive any annual salary increases or any new long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to incentive plan grants during his Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he shall have the right to exercise any such award for the lesser of (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event shall a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to the other Party in accordance with Section 16 below.

Termination Due to Disability. In The REIT Operator may terminate Executive’s employment if Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (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 event Company (“Disability”). Any question as to the existence of the Executive's Disability as to which the Executive and the REIT Operator cannot agree shall be determined in writing by a qualified independent medical practitioner mutually acceptable to Executive and the REIT Operator. If Executive’s employment is terminated due to his under this Section 4(a) for Disability, he (A) the Company shall be entitled in such case pay to Executive the Accrued Benefits pursuant to Section 4(i) below and any earned but unpaid Annual Bonus relating to the following: calendar year prior to the year of termination, and (iB) Base Salary through subject to Executive’s execution of a general release of claims in favor of the Company in substantially the form attached hereto as Exhibit A after termination of Executive’s employment, and the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”) and further subject to Executive’s compliance with the obligations in Sections 7, 8 and 9, if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable law (“COBRA”), and Executive timely elects such coverage, the Company shall directly pay, or reimburse Executive for, the COBRA premiums, less the amount Executive would have had to pay to receive such group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for during the period beginning commencing on the date of termination through and ending upon the Executive's attainment earliest of age 65; (iiix) the annual bonus date eighteen (18) months after the date Executive’s employment terminates, (y) the date Executive and, if applicable, Executive’s covered dependents become no longer eligible for COBRA and (z) the year 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 the Company determines that it cannot provide the foregoing benefit under its group health plan or without potentially violating applicable law or triggering adverse tax consequences to the Company or Executive, the Company shall in lieu thereof provide to Executive a taxable monthly payment during the COBRA Continuation Period in an amount equal to the monthly premium that the Company would have contributed to Executive’s and Executive’s covered dependents’ group health coverage in effect on the date of termination (which termination due to Disability occurs, amount shall be based on the Target Bonus premiums in effect on the date of termination), less the amount the Executive would have had to pay to receive such group health coverage for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of Executive and his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement covered dependents based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he shall have the right to exercise any such award for the lesser of (a) 12 months from cost sharing levels in effect on the date of Disability or termination (bas applicable, the “Continued Health Care Coverage Benefit”). Subject to Section 28, the Continued Health Care Coverage Benefits will commence within sixty (60) days following the remainder date of termination (with the full original term first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the date of the option (notwithstanding any contrary provision of any plan or agreementtermination); (vii) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event shall a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to the other Party in accordance with Section 16 below.

Termination Due to Disability. In the event the Executive's AMS may terminate Mockett’s employment at any time if Mockett becomes disabled, upon written notice by AMS to Mockett. For this purpose, Mockett shall be considered disabled if, as a result of his incapacity due to physical or mental illness, he shall have been unable regularly to perform substantially all of his duties hereunder for an entire period of six consecutive months. If Mockett’s employment is terminated due to his Disabilitydisability, he shall be entitled in such case to the followingto: (i) payment of any unpaid portion of his Base Salary and vacation pay through the effective date of such termination, a lump sum payment equal to any unpaid installments of the Signing Bonus, and the Annual Bonus Amounts; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary reimbursement for the period beginning on the date of termination through the Executive's attainment of age 65any outstanding reasonable business expense he has incurred in performing his duties under this Agreement; (iii) full vesting of any unexercised stock options and any restricted stock, and the annual bonus right to exercise the options for at least 12 months after Mockett’s termination of employment, and the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to DisabilityPro-Rated Long-Term Incentive Compensation Payment; (iv) the balance right to elect continuation coverage of insurance benefits to the extent required by law, and payment of amounts equal (before reduction for taxes) to any premiums for health insurance continuation coverage under any AMS health plans that is elected by Mockett or his beneficiaries pursuant to Section 4980B of the Code, at a time or times mutually agreed to by the parties, but for a period not to exceed 12 months and only so long as Mockett is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and (v) payment of any annual accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or long-program of AMS, this Agreement, or any other agreement between AMS and Mockett. In addition, as soon as possible after the execution of this Agreement, subject to Mockett’s provision of evidence of insurability reasonably acceptable to AMS, AMS shall make available to Mockett during the term cash incentive awards (if any) earned (but of this Agreement disability insurance that is supplemental to the disability insurance provided under its existing group long term disability policy and under which benefits are not yet paid) pursuant payable unless Mockett is disabled as defined in the existing policy, and that will be sufficient to ensure that the benefits otherwise payable to Mockett under the terms of the applicable programs; (v) existing policy, together with benefits payable under the supplemental policy and any restricted stock award outstanding compensation or benefits from other sources that are taken into account in determining the amount of benefits payable under the existing policy, are at least 60% of his Base Salary plus Target Annual Bonus at the time he became disabled, or the maximum amount of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vestedsuch insurance that is reasonably available, if less, and continue for as long as he shall have the right remains disabled, up to exercise any such award for the lesser of (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event shall a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to the other Party in accordance with Section 16 belowage 65.

Termination Due to Disability. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he The Company shall have the right to exercise terminate the Executive's employment for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive to be unable to substantially perform the Executive's normal duties; provided however that the Executive shall not be considered disabled until: (i) the Executive has been so disabled for 180 days during any period of twelve (12) consecutive months; (ii) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive's immediate manager, and such award for written notice shall be delivered to the lesser Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive (or, if applicable, the Executive's estate): (a) 12 months from any salary that was accrued but not yet paid as of the date Effective Date of Disability or Termination; (b) the remainder unpaid Annual Incentive, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Incentive, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the full original term of the option Employment Period); and (notwithstanding any contrary provision of any plan or agreement); (viic) any amounts earned, accrued or owing to all other rights and benefits that the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation is vested in, pursuant to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a termination failure by him to perform his duties hereunder and shall not be deemed a breach or default, and the Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of Disability, all of the Executive's employment for Disability occur unless outstanding stock grants, excluding restricted stock grants issued under a performance based plan, will become immediately vested, effective as of the Party terminating his employment gives written notice to date of the other Party in accordance with Section 16 belowExecutive's Disability. Then, the Executive, the Executive's personal representatives, distributees, or legatees may exercise the Executive's grants at any time before the expiration date of the grant.

Termination Due to Disability. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he The Company shall have the right to exercise terminate the Executive's employment for disability. For the purposes of this Agreement, disability (hereinafter referred to as "Disability" or "Disabled") shall mean any such award for physical or mental illness or injury that causes the lesser of Executive to be unable to substantially perform the Executive's normal duties; provided however that the Executive shall not be considered Disabled until: (a) 12 months from the date Executive has been so disabled for one hundred eighty (180) days in the aggregate during any period of Disability or twelve (12) consecutive months; (b) the remainder Executive's attending physician shall have furnished to the Company certification that the return of the full original Executive to his normal duties is impossible or improbable; or (c) the Executive is determined to be totally disabled by the long-term disability insurer then insuring the Executive, if any. The Board shall review the foregoing information and shall determine in good faith if the Executive is Disabled. The Board's decision shall be binding on the Executive. The Date of Termination due to Disability shall be specified in a written notice, delivered to the option Executive, which date shall be no less than thirty (notwithstanding any contrary provision 30) calendar days after the delivery of any plan or agreement); such written notice to the Executive. Upon the Date of Termination, the Company shall be obligated to pay the Executive: (viia) any amounts earned, Base Salary that was accrued or owing to the Executive but not yet paid under this Agreement; as of the Date of Termination; (viiib) the Executive shall be relieved of any obligation to repay the Cash Payment unpaid Annual Bonus, if any, with respect to the Company; fiscal year preceding the Date of Termination (ixsuch Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Section 5.2 had there been no termination of the Employment Period); (c) a pro rata share of the target Annual Bonus for the fiscal year in which the Date of Termination occurs (calculated by multiplying (i) the Base Salary in effect on the Date of Termination by (ii) the Target Bonus Rate in effect on the Date of Termination and by (iii) a fraction, the numerator of which is the number of full completed days in the Employment Year through the Date of Termination, and the denominator of which is three hundred sixty-five (365)); (d) any compensation previously deferred by the Executive shall be relieved of any obligation by his own election, and (e) all other vested rights and benefits that the Executive is entitled to repay the Loan pursuant to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event shall a termination addition, all of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice outstanding stock options, stock grants, stock appreciation rights, performance-based grants, and all other forms of incentive compensation, regardless of whether such is equity or cash based, will, to the extent allowed under the terms and conditions of the applicable incentive compensation award agreement, become fully vested and immediately exercisable by the Executive, the Executive's personal representatives, distributees, or legatees, as applicable. It is expressly understood that the disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his disability will exist for more than such a period of time, shall not constitute a failure by him/her to perform his duties hereunder and shall not be deemed a Disability or breach or default of this Agreement and the Executive shall receive full compensation for any such period of disability or for any other Party in accordance with Section 16 belowtemporary illness or incapacity during the term of this Agreement.

Termination Due to Disability. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he The Company shall have the right to exercise terminate the Executive's employment for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive to be unable to substantially perform the Executive's normal duties; provided however that the Executive shall not be considered disabled until: (i) the Executive has been so disabled for 180 days during any period of twelve (12) consecutive months; (ii) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive's immediate manager, and such award for written notice shall be delivered to the lesser Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive (or, if applicable, the Executive's estate): (a) 12 months from any salary that was accrued but not yet paid as of the date Effective Date of Disability or Termination; (b) the remainder unpaid Annual Bonus, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the full original term of the option Employment Period); and (notwithstanding any contrary provision of any plan or agreement); (viic) any amounts earned, accrued or owing to all other rights and benefits that the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation is vested in, pursuant to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a termination failure by him to perform his duties hereunder and shall not be deemed a breach or default, and the Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of Disability, all of the Executive's employment for Disability occur unless outstanding stock grants, excluding restricted stock grants issued under a performance based plan, will become immediately vested, effective as of the Party terminating his employment gives written notice to date of the other Party in accordance with Section 16 belowExecutive's Disability. Then, the Executive, the Executive's personal representatives, distributees, or legatees may exercise the Executive's grants at any time before the expiration date of the grant.

Termination Due to Disability. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he The Company shall have the right to exercise terminate the Executive’s employment for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive to be unable to substantially perform the Executive’s normal duties; provided however that the Executive shall not be considered disabled until: (i) the Executive has been so disabled for 180 days during any period of twelve (12) consecutive months; (ii) the Executive’s attending physician shall have furnished to the Company certification that the return of the Executive to his/her normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive’s immediate manager, and such award for written notice shall be delivered to the lesser Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive’s estate]: (a) 12 months from any salary that was accrued but not yet paid as of the date Effective Date of Disability or Termination; (b) the remainder unpaid Annual Bonus, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); (c) a pro rata share of target Annual Bonus for the fiscal year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full original term completed days in the bonus plan year through the Effective Date of Termination, and the option denominator of which is three hundred sixty-five (notwithstanding any contrary provision of any plan or agreement365); ); and (viid) any amounts earned, accrued or owing to all other rights and benefits that the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation is vested in, pursuant to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his/her Disability will exist for more than such a period of time, shall not constitute a termination failure by him/her to perform his/her duties hereunder and shall not be deemed a breach or default, and the Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of disability, all of the Executive's employment for Disability occur unless ’s outstanding stock grants, excluding restricted stock grants issued under a performance based plan, will become immediately vested, effective as of the Party terminating his employment gives written notice to date of the other Party in accordance with Section 16 belowExecutive’s disability. Then, the Executive, the Executive’s personal representatives, distributees, or legatees may exercise the Executive’s grants at any time before the expiration date of the grant.

Termination Due to Disability. (a) In the event that the Executive's employment is terminated due Executive becomes Disabled during the Term and is, therefore, unable, or the Board reasonably expects that the Executive will be unable, to his Disabilityperform her duties hereunder for more than one hundred eighty (180) total calendar days during any period of twelve (12) consecutive months, he shall be entitled in such case the Company may deliver written notice to the following:Executive of the Company’s intent to terminate her employment for Disability. The Board shall deliver such written notice to the Executive at least thirty (30) calendar days prior to the intended Date of Termination. (ib) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary A termination for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in effective upon the relevant restricted stock agreement based on the continued employment end of the Executive shall immediately lapse; thirty (vi30) any stock option or other equity award outstanding at day notice period. Upon such Date of Termination, the time of termination due Company’s obligation to Disability shall become fully vested, pay and he shall have the right to exercise any such award for the lesser of (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing provide to the Executive but not yet paid under this Agreement; (viii) the compensation described in the Sections 5.1, 5.2, and 5.3 herein shall immediately terminate, except as otherwise provided therein. The Company shall pay to the Executive shall be relieved a lump sum amount, payable within ninety (90) days after the Date of any obligation to repay the Cash Payment Termination, equal to the Company; (ix) Executive’s unpaid target Annual Bonus established for the Fiscal Year in which the Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing Fiscal Year through the Date of Termination, and the denominator of which is the number of days in the Fiscal Year. The Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional receive all rights and benefits in accordance with applicable which she is vested at the Date of Termination, pursuant to this Agreement or to other plans and programs of the Company. In no event . (c) The Board’s reasonable determination of Disability must be made in reliance on competent medical advice from one (1) or more individuals selected by the Board who are qualified to give such professional medical advice. (d) If the Executive and the Company disagree as to whether the Executive has suffered a Disability as described in subsection (a) above, the matter shall be referred to a termination panel of three (3) medical doctors, one of which shall be selected by the Executive, one of which shall be selected by the Company, and one of which shall be selected by the two (2) doctors as so selected, and the decision of a majority of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice panel with respect to the question of whether the Executive has suffered a Disability shall be binding upon the Executive and the Company. The expenses of any such referral shall be borne by the Company. The Executive may be required by the Company to submit to medical examination at any time during the period of her employment hereunder, but not more often than quarterly, to determine whether a Disability exists for the purpose of this Agreement. (e) It is expressly understood that the Disability of the Executive for one hundred eighty (180) total calendar days or less during any period of twelve (12) consecutive months, in the absence of the Board’s reasonable expectation that her Disability will continue as described above, shall not constitute a failure by the Executive to perform her duties hereunder and shall not be deemed a breach or default, and the Executive shall receive full compensation for any such period of Disability or for any other Party in accordance with Section 16 belowtemporary illness or incapacity during the Term.

Termination Due to Disability. In the event the Executive's employment is terminated due to his If Executive suffers a Disability, he shall be entitled the Company may terminate this Agreement and Executive’s employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such case to notice the following: (i) Base Salary through effective termination date, and this Agreement and Executive’s employment will terminate at the end of the day on the termination date of termination; (ii) through specified in the Company's ’s notice. For purposes of this Agreement, the term “Disability” means either (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability plans insurance policy or otherwiseplan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of her job for more than ninety (90) days during any period of twelve (12) consecutive months, or (c) upon the written determination by a physician selected by the Company that, because of an amount equal injury, illness, disease or bodily or mental infirmity, Executive is unable to 60% perform, with or without reasonable accommodation, the essential functions of the Base Salary for the period beginning on Executive’s job, and, as of the date of termination through determination, such condition is reasonably expected to last for a period of ninety (90) days or longer after the Executive's attainment date of age 65; (iii) the annual bonus for the year in which termination due to Disability occursdetermination, based on the Target Bonus for medical information reasonably available to such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding physician at the time of his termination due such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to Disability shall become fully vested any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment applicable physician-patient privilege that may arise because of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he shall have the right to exercise any such award for examination. Upon the lesser termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (a) 12 months from the date of Disability or (bx) the remainder Company will pay Executive that portion of her Base Salary which will have been earned through the full original term of termination date; and (y) the option (notwithstanding any contrary provision of any plan Company will pay or agreement); (vii) any amounts earnedprovide Executive with such other payments or benefits, if any, which have accrued or owing and vested before the termination date. Other than the foregoing, the Company will have no further obligations to the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event shall a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to the other Party in accordance with Section 16 below.

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. 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 Executive's 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 covered by the payments under the disability insurance policies. Except as provided herein, upon termination as a result of Employee’s Disability, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he Company shall have the right no further obligations to exercise any such award for the lesser of (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing to the Executive but not yet paid Employee under this Agreement; , except as otherwise required under law. For purposes of this Agreement, the Employee will be deemed to have a “Disability” if, for physical or mental reasons, the Employee is unable to perform the Employee’s essential duties under this Agreement without reasonable accommodation for ninety (viii90) the Executive shall be relieved of consecutive days, or one hundred eighty (180) days during any obligation to repay the Cash Payment to the Company; twelve (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits 12)-month period, as determined in accordance with applicable plans and programs this Section 4 d. The disability of the Company. In no event shall Employee will be determined by a termination medical doctor selected by written agreement of the Executive's employment for Disability occur unless Company and the Party terminating his employment gives written Employee upon the request of either party by notice to the other Party 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 determination of the medical doctor selected under this Section 4 d will be binding on both parties. The Employee must submit to a reasonable number of examinations by the medical doctor making the determination of disability under this Section 4 d, and the Employee hereby authorizes the disclosure and release to 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 accordance with the Employee’s stead, for the purposes of selecting the medical doctor, submitting the Employee to the examinations, and providing the authorization of disclosure as required under this Section 16 below.4 d.

Termination Due to Disability. This Agreement may be terminated by Company in the event Executive has a "Disability" as defined below which lasts, or Company reasonably determines is likely to last (based on the written opinion of a board certified physician), for a period exceeding 120 days from the onset of such Disability. Executive shall be deemed to be under a Disability if Executive becomes eligible for coverage under Company's Long-Term Disability Program, if any, or if Executive is otherwise unable, by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever), to perform Executive's essential job functions hereunder, whether with or without reasonable accommodation, in substantially the manner and to the extent required hereunder prior to the commencement of such Disability. In the event the of Executive's Disability, Company may terminate any or all of Executive's titles, positions, and responsibilities hereunder (including Executive's Principal Position) or Company may terminate Executive's employment hereunder. If Executive is terminated due to Disability, (i) Executive shall be entitled to receive all earned awards (including a pro-rata portion of any annual incentive award); (ii) all of Executive's outstanding but unvested stock options shall vest immediately and remain exercisable for one (1) year from the date of termination; and (iii) all restrictions regarding Executive's restricted or deferred stock shall immediately lapse. During the Term of Employment, Executive shall be entitled to disability coverage in accordance with the terms of Company's Long-Term Disability Program, if any. Executive shall not be entitled to any annual incentive award for the time during which Executive is receiving such disability benefits. If Executive recommences his position after a leave for Disability, he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in such case accordance with this Agreement. During the period Executive is receiving Disability benefits from Company, he shall continue to the following: (i) Base Salary through be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the date of termination; (ii) through the Company's such benefits commenced, except that Executive shall not be entitled to receive any annual salary increases or any new long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to incentive plan grants during his Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he shall have the right to exercise any such award for the lesser of (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event shall a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to the other Party in accordance with Section 16 below.

Termination Due to Disability. In the event the Executive's employment is terminated due to his If Executive suffers a Disability, he shall be entitled the Company may terminate Executive’s employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such case to notice the following: (i) Base Salary through effective termination date, and Executive’s employment will terminate at the end of the day on the termination date of termination; (ii) through specified in the Company's ’s notice. For purposes of this Agreement, the term “Disability” means either (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability plans insurance policy or otherwiseplan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of Executive’s job for more than ninety (90) days during any period of three hundred sixty-five (365) days, or (c) upon the written determination by a physician selected by the Company that, because of an amount equal injury, illness, 3 disease or bodily or mental infirmity, Executive is unable to 60% perform, with or without reasonable accommodation, the essential functions of the Base Salary for the period beginning on Executive’s job, and, as of the date of termination through determination, such condition is reasonably expected to last for a period of more than ninety (90) days after the Executive's attainment date of age 65; (iii) the annual bonus for the year in which termination due to Disability occursdetermination, based on the Target Bonus for medical information reasonably available to such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding physician at the time of his termination due such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to Disability shall become fully vested any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment applicable physician-patient privilege that may arise because of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he shall have the right to exercise any such award for examination. Upon the lesser termination of (a) 12 months from this Agreement because of Disability, the date of Disability Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except the Company will pay or (b) provide Executive the remainder of Accrued Benefits. Other than the full original term of foregoing, the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing Company will have no further obligations to the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event shall a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to the other Party in accordance with Section 16 below.

Termination Due to Disability. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case If at any time prior to the following: (i) Base Salary through the date termination of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of this Agreement the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at become disabled, this Agreement and the time Executive’s employment shall continue for a period of termination due to Disability shall become fully vested, and he shall have the right to exercise any such award for the lesser of (a) 12 months from the date on which the Executive becomes disabled. The date on which the Executive shall be deemed to have become disabled shall be the date on which either (a) the Executive is unable to engage in any substantial gainful activity by reason of Disability any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (b) the remainder Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the full original term of service provider’s employer (a “Disability”). During the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned12 month period following a Disability, accrued or owing to the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved continue to receive all payments and benefits provided by this Agreement, including without limitation the benefits described in Section 3 of any obligation to repay the Cash Payment to the Company; (ix) this Agreement, and the Executive shall be relieved of any obligation remain eligible to repay the Loan to the Company; and (x) other or additional benefits receive, in accordance with applicable plans and programs of their respective terms, the Company. In no event shall severance and/or benefits that would be payable upon a termination of the Executive's ’s employment as described in Sections 4, 5, 6, 8, 9 or 11 of this Agreement, less all disability payments received pursuant to the Company’s short-term disability/sick pay plan or its Group Long-Term Disability Insurance Policy. Notwithstanding the foregoing, during the 12 month period following a Disability, the Base Salary payable pursuant to Section 3(a) of this Agreement shall be paid in monthly installments, and any bonus payable pursuant to Section 3(b) of this Agreement shall be paid at the time that bonuses for the fiscal year in which the Disability occurred are paid to other senior executives of the Company. If the Executive’s disability continues after the end of such 12-month period, the Company may terminate this Agreement and the Executive’s employment for disability (“Disability occur unless Termination”). Disputes regarding the Party terminating his employment gives written notice existence of the Executive’s disability shall be resolved by the determination of a physician selected by the Board who is reasonably acceptable to the Executive. The Executive shall submit to appropriate medical examinations for purposes of determining disability. Upon a Disability Termination, the Executive shall be entitled to (a) the payments in the amounts and at the times described in Sections 4(a)(i)(A), (B) and (C) hereof and described in Section 4(b)(ii)(B) hereof; (b) the Executive’s unexercisable stock options, unvested shares of restricted stock and unvested performance shares shall vest as described in Section 4(b)(ii)(E) hereof and the unvested Special Equity Awards shall vest as described in Section 4(a)(ii)(D)(3) hereof; and (c) all other Party benefits in accordance with Section 16 below3(e) of this Agreement that would be payable upon such Disability Termination. Upon a Disability Termination, the Company’s obligations in Sections 11, 13(f) and 13(h) of this Agreement, and the Executive’s obligations in Sections 11, 12, and 13(h) of this Agreement, shall continue in effect in accordance with their respective terms.”

Termination Due to Disability. In the event that the Executive becomes Disabled during the term of this Agreement and is, therefore, unable to perform his duties herein for a period of more than ninety (90) calendar days in the aggregate, during any period of twelve (12) consecutive months, or in the event of the Board's reasonable expectation that the Executive's Disability will exist for more than a period of ninety (90) calendar days, the Company shall have the right to terminate the Executive's active employment is terminated due as provided in this Agreement. However, the Board shall deliver written notice to his Disabilitythe Executive of the Company's intent to terminate for Disability at least thirty (30) calendar days prior to the effective date of such termination. If the Executive and the Company shall not be in agreement as to whether the Executive has suffered a Disability for the purposes of this Agreement, he the matter shall be entitled in referred to a panel of three medical doctors, one of which shall be selected by the Executive, one of which shall be selected by the Company, and one of which shall be selected by the two doctors as so selected, and the decision of a majority of the panel with respect to the question of whether the Executive has suffered a Disability shall be binding upon the Executive and the Company. The expenses of any such case referral shall be borne by the party against whom the decision of the panel is rendered. The Executive may be required by the Company to submit to medical examination at any time during the period of his employment hereunder, but not more often than quarter-annually, to determine whether a Disability exists for the purposes of this Agreement. Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (ia) Base Salary through the effective date of the Executive's employment termination; (iib) through the Company's long-term disability plans or otherwise, an An amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus unpaid targeted Annual Bonus award, established for the year in which the Executive's effective date of employment 7 termination due to Disability occurs, based on multiplied by a fraction, the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) numerator of which is the balance number of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth completed days in the relevant restricted stock agreement based on then- existing fiscal year through the continued employment effective date of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vestedtermination, and he shall have the right to exercise any such award for the lesser denominator of which is three hundred sixty-five (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement365); (viic) any amounts earned, accrued or owing to Accrued vacation pay through the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved effective date of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Companytermination; and (xd) All other or additional rights and benefits in accordance with applicable the Executive is vested in, pursuant to other plans and programs of the Company. In no event The benefits described above shall be paid in cash to the Executive in a termination of single lump sum as soon as practicable following the Executive's employment for Disability occur unless the Party terminating his employment gives written notice termination, but in no event beyond thirty (30) days from such date. Any other payments due to the other Party Executive upon termination of employment shall be paid in accordance with Section 16 belowthe terms of such applicable plans or agreements.

Termination Due to Disability. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case to the following: (i) Base Salary through The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s disability (as defined under the date Company’s broad-based group long-term disability plan; such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of termination;the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) through Upon Executive’s termination of employment hereunder on account of Executive’s Disability, Executive shall be entitled to receive: (A) the Company's long-term disability plans or otherwise, Accrued Rights; (B) an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such yearthe year of Executive’s termination of employment multiplied by a fraction, payable the numerator of which shall equal the number of days Executive was employed by the Company in the Company fiscal year in which Executive’s termination of employment occurs and the denominator of which shall equal 365, paid in a single installment promptly following lump sum at the same time as the Annual Bonus for the year of Executive’s termination due of employment would have been paid to DisabilityExecutive had he not terminated employment; (ivC) the balance COBRA Premium and Insurance Premium (provided, for the avoidance of any annual or doubt, the Insurance Premium shall be determined on the basis of Executive’s termination of employment other than due to his death), paid in a lump sum within 30 days after the date of Executive’s termination of employment; (D) immediate, full vesting of all outstanding restricted stock vesting on a time-basis, but not on a performance-basis, stock options and all other long-term cash equity or other long-term incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programsvesting on a time-basis then held by Executive; (vE) any restricted all outstanding stock award outstanding at options then held by Executive shall remain exercisable until the time earlier of his (x) 24 months following the effective date of such termination and (y) the expiration of the option term. Following Executive’s termination of employment due to Disability shall become fully vested and any forfeiture provisions Executive’s Disability, except as set forth in the relevant restricted stock agreement based on the continued employment of the this Section 8(c)(ii), Executive shall immediately lapse; (vi) have no further rights to any stock option compensation or any other equity award outstanding at the time of termination due to Disability shall become fully vested, and he shall have the right to exercise any such award for the lesser of (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing to the Executive but not yet paid benefits under this Agreement; (viii) the Executive shall be relieved of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event shall a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to the other Party in accordance with Section 16 below.

Termination Due to Disability. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case to the following: (i) Base Salary through The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s disability (as defined under the date Company’s broad-based group long-term disability plan; such incapacity is hereinafter referred to as ‘Disability’). Any question as to the existence of termination;the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) through Upon Executive’s termination of employment hereunder on account of Executive’s Disability, Executive shall be entitled to receive: (A) the Company's long-term disability plans or otherwise, Accrued Rights; (B) an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such yearthe year of Executive’s termination of employment multiplied by a fraction, payable the numerator of which shall equal the number of days Executive was employed by the Company in the Company fiscal year in which Executive’s termination of employment occurs and the denominator of which shall equal 365, paid in a single installment promptly following lump sum at the same time as the Annual Bonus for the year of Executive’s termination due of employment would have been paid to DisabilityExecutive had he not terminated employment; (ivC) the balance COBRA Premium and Insurance Premium (provided, for the avoidance of any annual or doubt, the Insurance Premium shall be determined on the basis of Executive’s termination of employment other than due to his death), paid in a lump sum within 30 days after the date of Executive’s termination of employment; (D) immediate, full vesting of all outstanding restricted stock vesting on a time-basis, but not on a performance-basis, stock options and all other long-term cash equity or other long-term incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programsvesting on a time-basis then held by Executive; (vE) any restricted all outstanding stock award outstanding at options then held by Executive shall remain exercisable until the time earlier of his (x) 24 months following the effective date of such termination and (y) the expiration of the option term. Following Executive’s termination of employment due to Disability shall become fully vested and any forfeiture provisions Executive’s Disability, except as set forth in the relevant restricted stock agreement based on the continued employment of the this Section 8(c)(ii), Executive shall immediately lapse; (vi) have no further rights to any stock option compensation or any other equity award outstanding at the time of termination due to Disability shall become fully vested, and he shall have the right to exercise any such award for the lesser of (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing to the Executive but not yet paid benefits under this Agreement;.” (viii12. Section 8(d)(iii) the Executive shall be relieved of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event shall a termination of Existing Agreement (as renumbered pursuant to Item 11 above) is hereby amended by deleting the Executive's employment for Disability occur unless section in its entirety and inserting in lieu thereof the Party terminating his employment gives written notice to the other Party in accordance with Section 16 below.following:

Termination Due to Disability. In If, by reason of illness, disability, or other incapacity certified by two (2) physicians competent to do so in the event opinion of the Company's Board of Directors, Executive is unable to perform the duties required of him under this Agreement for a period of six (6) consecutive months, the Company, following the giving of thirty (30) days written notice to Executive and the failure of Executive by reason of illness, disability, or other incapacity to resume his duties within such thirty (30) days and thereafter perform the same for a period of two (2) consecutive months, the Company may terminate Executive's employment by giving him written notice thereof. Executive shall cooperate with the Company and the physicians appointed by the Company and submit to reasonable medical examinations. If information is terminated due provided to his Disabilityany member of the Company's Board of Directors about Executive's medical condition in connection with the Board's assessment of Executive's capacity hereunder, he it shall be accompanied by a reminder that such information should be treated as confidential. Provided that Executive delivers to the Company and does not rescind a waiver of claims on a form provided by the Company that releases the Company, its employees, officers, directors and related entities from any and all claims arising out of or related to Executive's employment or termination of employment Executive shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus to: A Bonus for the year in which termination occurs (the "Terminating Year") equal to the Bonus target for such year provided that the corporate and personal performance objectives are met (calculated and, if earned, payable within 30 days of the end of the Terminating Year) multiplied by a fraction, the numerator of which is the number of days Executive was employed during the Terminating Year and the denominator of which is 365. An annual disability benefit equal to ninety percent (90%) of his Base Salary. The disability benefit shall be provided through the then existing Company-sponsored disability plan with the Company making any additional contributions as may be necessary to pay Executive the required amount. The disability benefit, including any Company-required contribution, shall be paid so long as and on the same terms and conditions as the payments being made under the Company-sponsored disability plan. Executive's benefits under the supplemental plan calculated as though Executive had remained employed by the Company for an additional two (2) years after his active employment ended due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) disability. Full vesting under any stock option or other equity award outstanding at time-based restricted stock awards provided to Executive and determination of vesting under any performance-based restricted stock awards pursuant to the time provisions of applicable plans. In the event of termination due to Disability shall become fully vestedof employment under this Section 8(c), and Executive acknowledges that he shall have remain subject to and bound by the right restrictive provisions of Section 7 above. Executive shall not be required to exercise seek other employment or to take other actions to mitigate any such award for damages suffered by the lesser of (a) 12 months Company nor shall any compensation received by Executive from the date of Disability any other sources reduce any payments or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing benefits to the Executive but not yet paid which he is entitled under this Agreement; (viii) the Executive shall be relieved of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event shall a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to the other Party in accordance with Section 16 below.

Termination Due to Disability. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he The Company shall have the right to exercise terminate the Executive’s employment for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive to be unable to substantially perform the Executive’s normal duties; provided however that the Executive shall not be considered disabled until: (i) the Executive has been so disabled for 180 days during any period of twelve (12) consecutive months; (ii) the Executive’s attending physician shall have furnished to the Company certification that the return of the Executive to his/her normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive’s immediate manager, and such award for written notice shall be delivered to the lesser Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive or, if applicable, the Executive’s estate: (a) 12 months from any salary that was accrued but not yet paid as of the date Effective Date of Disability or Termination; (b) the remainder unpaid Annual Bonus, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); (c) a pro rata share of target Annual Bonus for the fiscal year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full original term completed days in the bonus plan year through the Effective Date of Termination, and the option denominator of which is three hundred sixty-five (notwithstanding any contrary provision of any plan or agreement365); ); and (viid) any amounts earned, accrued or owing to all other rights and benefits that the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation is vested in, pursuant to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his/her Disability will exist for more than such a period of time, shall not constitute a termination failure by him/her to perform his/her duties hereunder and shall not be deemed a breach or default, and the Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of disability, all of the Executive's employment for Disability occur unless ’s outstanding stock grants, excluding restricted stock grants issued under a performance based plan, will become immediately vested, effective as of the Party terminating his employment gives written notice to date of the other Party in accordance with Section 16 belowExecutive’s disability. Then, the Executive, the Executive’s personal representatives, distributees, or legatees may exercise the Executive’s grants at any time before the expiration date of the grant.

Termination Due to Disability. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he The Company shall have the right to exercise terminate the Executive's employment for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive to be unable to substantially perform the Executive's normal duties; provided however that the Executive shall not be considered disabled until: (i) the Executive has been so disabled for 180 days during any period of twelve (12) consecutive months; (ii) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his/her normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive's immediate manager, and such award for written notice shall be delivered to the lesser Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive's estate]: (a) 12 months from any salary that was accrued but not yet paid as of the date Effective Date of Disability or Termination; (b) the remainder unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); (c) a pro rata share of target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full original term completed days in the bonus plan year through the Effective Date of Termination, and the option denominator of which is three hundred sixty-five (notwithstanding any contrary provision of any plan or agreement365); ); and (viid) any amounts earned, accrued or owing to all other rights and benefits that the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation is vested in, pursuant to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his/her Disability will exist for more than such a period of time, shall not constitute a termination failure by him/her to perform his/her duties hereunder and shall not be deemed a breach or default, and the Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of disability, all of the Executive's employment for Disability occur unless outstanding stock grants, including performance based grants, will become immediately vested, effective as of the Party terminating his employment gives written notice to date of the other Party in accordance with Section 16 belowExecutive's disability. Then, the Executive, the Executive's personal representatives, distributees, or legatees may exercise the Executive's grants at any time before the expiration date of the grant.

Termination Due to Disability. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he The Company shall have the right to exercise terminate the Executive's employment for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive to be unable to substantially perform the Executive's normal duties; provided however that the Executive shall not be considered disabled until: (i) the Executive has been so disabled for 180 days during any period of twelve (12) consecutive months; (ii) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive's immediate manager, and such award for written notice shall be delivered to the lesser Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive (or, if applicable, the Executive's estate): (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, salary that was accrued or owing to the Executive but not yet paid as of the Effective Date of Termination; (b) t▇▇ ▇▇▇▇▇▇ Annual Bonus, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under this Agreement; Article 5.2 had there been no termination of the Employment Period); and (viiic) all other rights and benefits that the Executive shall be relieved of any obligation is vested in, pursuant to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a termination failure by him to perform his duties hereunder and shall not be deemed a breach or default, and the Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of Disability, all of the Executive's employment for Disability occur unless outstanding stock grants, excluding restricted stock grants issued under a performance based plan, will become immediately vested, effective as of the Party terminating his employment gives written notice to date of the other Party in accordance with Section 16 belowExecutive's Disability. Then, the Executive, the Executive's personal representatives, distributees, or legatees may exercise the Executive's grants at any time before the expiration date of the grant.

Termination Due to Disability. In the event the Executive's employment is terminated due to his If Executive suffers a Disability, he shall be entitled the Company may terminate Executive’s employment by providing written notice to Executive of the Company’s termination because of Disability specifying in such case to notice the following: (i) Base Salary through effective termination date, and Executive’s employment will terminate at the end of the day on the termination date of termination; (ii) through specified in the Company's ’s notice. For purposes of this Agreement, the term “Disability” means either (a) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability plans insurance policy or otherwiseplan, if any is applicable, covering Executive, (b) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of Executive’s job for more than ninety (90) days during any period of three hundred sixty-five (365) days, or (c) upon the written determination by a physician selected by the Company that, because of an amount equal injury, illness, disease or bodily or mental infirmity, Executive is unable to 60% perform, with or without reasonable accommodation, the essential functions of the Base Salary for the period beginning on Executive’s job, and, as of the date of termination through determination, such condition is reasonably expected to last for a period of more than ninety (90) days after the Executive's attainment date of age 65; (iii) the annual bonus for the year in which termination due to Disability occursdetermination, based on the Target Bonus for medical information reasonably available to such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding physician at the time of his termination due such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) consents to Disability shall become fully vested any examinations by any physician selected by the Company; (ii) agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment applicable physician-patient privilege that may arise because of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he shall have the right to exercise any such award for examination. Upon the lesser termination of (a) 12 months from this Agreement because of Disability, the date of Disability Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except the Company will pay or (b) provide Executive the remainder of Accrued Benefits. Other than the full original term of foregoing, the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing Company will have no further obligations to the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event shall a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to the other Party in accordance with Section 16 below.

Termination Due to Disability. In At any time Executive has a Disability, the event Company may terminate this Agreement and Executive’s employment. “Disability” shall mean that Executive is rendered incapable of performing his essential job functions for at least ninety (90) consecutive days or one hundred twenty (120) days in the aggregate in any three hundred sixty five (365)-day period or is likely to be incapable of doing so, as determined by a physician selected by Company who is reasonably acceptable to Executive's . For the sake of clarity, nothing in this Section 8.4 shall affect any entitlement Executive has to disability insurance benefits. If Executive’s employment is terminated due to his by the Company by reason of Disability, he shall be entitled in such case to the following: (i) the Company shall pay Executive’s Base Salary Salary, accrued Fringe Benefits, unreimbursed Business and Living Relocation Expenses, and Bonuses to which he is entitled, at the rate then in effect, in accordance with the payroll policies of the Company, through the date of termination; such termination and Executive shall not be entitled to any further Base Salary or any applicable bonus, benefits or other compensation for that year or any future year, except as may be provided in this paragraph 8.4 or any applicable benefit plan or program, or to any severance compensation of any kind, nature or amount, unless otherwise agreed to by Company and (ii) each performance-vested equity award held by Executive immediately prior to such termination and for which the performance period is not then complete will remain outstanding and will vest, if at all, based on actual performance through the Company's long-term disability plans or otherwise, an amount equal to 60% end of the Base Salary for applicable performance period on a pro-rata basis, which will be determined as a fraction, the period beginning on numerator of which will be the number of days between the grant date of such award and the date of Executive’s termination through of employment and the Executive's attainment denominator of age 65; (iii) which will be the annual bonus for number of days between the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance grant date of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he shall have the right to exercise any such award for and the lesser of (a) 12 months from the vesting date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event shall a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to the other Party in accordance with Section 16 below.such award

Termination Due to Disability. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he The Company shall have the right to exercise terminate the Executive's employment for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive to be unable to substantially perform the Executive's normal duties; provided however that the Executive shall not be considered disabled until: (i) the Executive has been so disabled for 180 days during any period of twelve (12) consecutive months; (ii) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive's immediate manager, and such award for written notice shall be delivered to the lesser Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive's estate]: (a) 12 months from any salary that was accrued but not yet paid as of the date Effective Date of Disability or Termination; (b) the remainder unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the full original term of the option Employment Period); and (notwithstanding any contrary provision of any plan or agreement); (viic) any amounts earned, accrued or owing to all other rights and benefits that the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation is vested in, pursuant to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a termination failure by him to perform his duties hereunder and shall not be deemed a breach or default, and the Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of disability, all of the Executive's employment for Disability occur unless outstanding stock grants, including performance based grants, will become immediately vested, effective as of the Party terminating his employment gives written notice to date of the other Party in accordance with Section 16 belowExecutive's disability. Then, the Executive, the Executive's personal representatives, distributees, or legatees may exercise the Executive's grants at any time before the expiration date of the grant.

Termination Due to Disability. (a) In the event that the Executive becomes Disabled during the term of this Agreement and is, therefore, unable to perform her duties herein for more than one hundred eighty (180) total calendar days during any period of twelve (12) consecutive months, or in the event of the Board's reasonable expectation that the Executive's employment is terminated due to his DisabilityDisability will exist for more than a period of one hundred eighty (180) calendar days, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he Company shall have the right to exercise any such award terminate the Executive's active employment as provided in this Agreement. However, the Board shall deliver written notice to the Executive of the Company's intent to terminate for Disability at least thirty (30) calendar days prior to the lesser of (a) 12 months from the effective date of Disability or such termination. (b) A termination for Disability shall become effective upon the remainder end of the full original term of thirty (30) day notice period. Upon such effective date, the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing Company's obligation to pay and provide to the Executive but not yet paid under this Agreement; (viii) the elements of pay described in the Sections 5.1, 5.2, and 5.3 herein, shall immediately expire. However, the Executive shall be relieved of any obligation receive all rights and benefits that she is vested in, pursuant to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event shall a termination . (c) Such Disability to be determined by the Board of Directors of the Company upon receipt of and in reliance on competent medical advice from one (1) or more individuals, selected by the Board, who are qualified to give such professional medical advice. (d) If the Executive and the Company shall not be in agreement as to whether the Executive has suffered a Disability for the purpose of this Agreement, the matter shall be referred to a panel of three (3) medical doctors, one of which shall be selected by the Executive's employment for Disability occur unless , one of which shall be selected by the Party terminating his employment gives written notice Company, and one of which shall be selected by the two (2) doctors as so selected, and the decision of a majority of the panel with respect to the question of whether the Executive has suffered a Disability shall be binding upon the Executive and the Company. The expenses of any such referral shall be borne by the Company. The Executive may be required by the Company to submit to medical examination at any time during the period of her employment hereunder, but not more often than quarterly, to determine whether a Disability exists for the purpose of this Agreement. (e) It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that her Disability will exist for more than such a period of time, shall not constitute a failure by her to perform her duties hereunder and shall not be deemed a breach or default and the Executive shall receive full compensation for any such period of Disability or for any other Party in accordance with Section 16 belowtemporary illness or incapacity during the Term of this Agreement.

Termination Due to Disability. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he The Company shall have the right to exercise terminate the Executive’s employment for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive to be unable to substantially perform the Executive’s normal duties; provided however that the Executive shall not be considered disabled until: (i) the Executive has been so disabled for 180 days during any period of twelve (12) consecutive months; (ii) the Executive’s attending physician shall have furnished to the Company certification that the return of the Executive to his normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive’s immediate manager, and such award for written notice shall be delivered to the lesser Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive’s estate]: (a) 12 months from any salary that was accrued but not yet paid as of the date Effective Date of Disability or Termination; (b) the remainder unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the full original term of the option Employment Period); and (notwithstanding any contrary provision of any plan or agreement); (viic) any amounts earned, accrued or owing to all other rights and benefits that the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation is vested in, pursuant to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a termination failure by him to perform his duties hereunder and shall not be deemed a breach or default, and the Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of disability, all of the Executive's employment for Disability occur unless ’s outstanding stock grants, including performance based grants, will become immediately vested, effective as of the Party terminating his employment gives written notice to date of the other Party in accordance with Section 16 belowExecutive’s disability. Then, the Executive, the Executive’s personal representatives, distributees, or legatees may exercise the Executive’s grants at any time before the expiration date of the grant.

Termination Due to Disability. In The REIT Operator may terminate Executive’s employment if Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (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 event Company (“Disability”). Any questions as to the existence of the Executive's ’s Disability as to which the Executive and the REIT Operator cannot agree shall be determined in writing by a qualified independent medical practitioner mutually acceptable to Executive and the REIT Operator. If Executive’s employment is terminated due to his under this Section 4(a) for Disability, he (A) the Company shall be entitled in such case pay to Executive the Accrued Benefits pursuant to Section 4(h) below and any earned but unpaid Annual Bonus relating to the following: calendar year prior to the year of termination, and (iB) Base Salary through subject to Executive’s execution of a general release of claims in favor of the Company in substantially the form attached hereto as Exhibit A, after termination of Executive’s employment, and the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”) and further subject to Executive’s compliance with the obligations in Sections 7, 8 and 9, if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable law (“COBRA”), and Executive timely elects such coverage, the Company shall directly pay, or reimburse Executive for, the COBRA premiums, less the amount Executive would have had to pay to receive such group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for during the period beginning commencing on the date of termination through and ending upon the Executive's attainment earliest of age 65; (iiix) the annual bonus date eighteen (18) months after the date Executive’s employment terminates, (y) the date Executive and, if applicable, Executive’s covered dependents become no longer eligible for COBRA and (z) the year 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 the Company determines that it cannot provide the foregoing benefit under its group health plan or without potentially violating applicable law or triggering adverse tax consequences to the Company or Executive, the Company shall in lieu thereof provide to Executive a taxable monthly payment during the COBRA Continuation Period in an amount equal to the monthly premium that the Company would have contributed to Executive’s and Executive’s covered dependents’ group health coverage in effect on the date of termination (which termination due to Disability occurs, amount shall be based on the Target Bonus premiums in effect on the date of termination), less the amount the Executive would have had to pay to receive such group health coverage for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of Executive and his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement covered dependents based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he shall have the right to exercise any such award for the lesser of (a) 12 months from cost sharing levels in effect on the date of Disability or termination (bas applicable, the “Continued Health Care Coverage Benefit”). Subject to Section 28, the Continued Health Care Coverage Benefits will commence within sixty (60) days following the remainder date of termination (with the full original term first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the date of the option (notwithstanding any contrary provision of any plan or agreementtermination); (vii) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event shall a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to the other Party in accordance with Section 16 below.

Termination Due to Disability. In the event that the Executive becomes Disabled during the term of this Agreement and is, therefore, unable to perform his duties herein for more than one hundred eighty (180) total calendar days during any period of twelve (12) consecutive months, or in the event of the Board’s reasonable expectation that the Executive's ’s Disability will exist for more than a period of one hundred eighty (180) calendar days, the Company shall have the right to terminate the Executive’s active employment as provided in this Agreement. (a) The Board shall deliver written notice to the Executive of the Company’s intent to terminate for Disability at least thirty (30) calendar days prior to the Effective Date of Termination. (b) Such Disability to be determined by the Board of Directors of the Company upon receipt of and in reliance on competent medical advice from one (1) or more individuals, selected by the Board, who are qualified to give such professional medical advice. The Executive shall submit himself to a medical examination by a doctor appointed by the Company at the request of the Board, at the expense of the Company, at any time during the continuance of this Agreement, whether or not the Executive is terminated due absent by reason of sickness, injury or other incapacity. Subject to his Disabilitycompliance by the Company with the Access to Medical Reports Act 1988 (if applicable) the Executive hereby authorizes the Company pursuant to the Access to Medical Reports ▇▇▇ ▇▇▇▇ to have unconditional access to any report or reports (including copies thereof) prepared as a result of any such examination as the Board may from time to time require. (c) A termination for Disability shall become effective upon the end of the notice period. Upon the Effective Date of Termination, he the Company’s obligations under this Agreement shall immediately expire. (d) Notwithstanding the foregoing, the Company shall be entitled in such case obligated to pay to the Executive the following: (i1) Base Salary through the date Effective Date of terminationTermination; (ii2) through the Company's long-term disability plans or otherwise, an An amount equal to 60% of the Base Salary Executive’s unpaid targeted Annual Bonus award, established for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the fiscal year in which termination due to Disability the Effective Date of Termination occurs, based on multiplied by a fraction, the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) numerator of which is the balance number of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth completed days in the relevant restricted stock agreement based on then-existing fiscal year through the continued employment Effective Date of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vestedTermination, and he shall have the right to exercise any such award for the lesser denominator of which is three hundred sixty-five (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement365); (vii3) any amounts earned, accrued or owing All outstanding long-term incentive awards shall be subject to the Executive but not yet paid treatment provided under this Agreementthe applicable long-term incentive plan of BTG; (viii4) Accrued but unused vacation pay through the Executive shall be relieved Effective Date of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the CompanyTermination; and (x5) All other or additional rights and benefits in accordance with applicable the Executive is vested in, pursuant to other plans and programs of the Company. In . (e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event shall a beyond thirty (30) days from such date. All other payments due to the Executive upon termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to the other Party employment, including those in Sections 7.2(d)(2) and (d)(3), shall be paid in accordance with the terms of such applicable plans or program. (f) With the exception of the covenants contained in Articles 8, 9, 11, and 16 and Sections 7.2(e), 15.3, 15.5 and 15.7 herein (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement. (g) Notwithstanding anything herein to the contrary, the Company’s payment obligations under this Section 16 below7.2 shall be offset by any amounts that the Company is required to pay to the Executive under a national statutory severance program or legal claim relating to the termination applicable to such Executive such payment being in full and final settlement of any claim the Executive may have.

Termination Due to Disability. In the event that, during the term of this Agreement, Executive should, in the reasonable judgment of the Board, fail to perform Executive’s duties under this Agreement because of illness or physical or mental incapacity ("Disability"), and such Disability continues for a period of more than six consecutive months, or 180 days out of any consecutive 270 day period, Company will have the right to terminate or suspend Executive’s employment under this Agreement by written notification to Executive and payment to Executive of all accrued salary and incentive compensation (if any) to the extent earned, and accrued vacation pay as provided in the Company’s Employee Manual, as the same may be in effect from time to time, all to the date of termination, together with severance compensation as provided in Section 4, provided, however, (a) that such severance compensation will be paid for a period of the lesser of one (1) year from the date Executive’s employment is terminated, or until the Termination Date, and (b) such severance compensation will be reduced by any payments made to Executive pursuant to any policy of disability insurance, the premiums for which have been paid by the Company. Any determination by the Board with respect to Executive’s Disability must be based on a determination of competent medical authority or authorities, a copy of which determination must be delivered to the Executive at the time it is delivered to the Board. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case to Executive disagrees with the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth determination described in the relevant restricted stock agreement based on the continued employment of the previous sentence, Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he shall will have the right to exercise any such award for the lesser of (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing submit to the Board a determination by a competent medical authority or authorities of Executive’s own choosing to the effect that the aforesaid determination is incorrect and that Executive but not yet paid is capable of performing Executive’s duties under this Agreement; (viii) . If, upon receipt of such determination, the Executive shall be relieved Board wishes to continue to seek to terminate this Agreement under the provisions of any obligation this section, the parties will submit the issue of Executive’s Disability to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits arbitration in accordance with applicable plans and programs the provisions of the Company. In no event shall a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to the other Party in accordance with Section 16 belowthis Agreement.

Termination Due to Disability. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he The Company shall have the right to exercise terminate the Executive's employment for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive to be unable to substantially perform the Executive's normal duties; provided however that the Executive shall not be considered disabled until: (i) the Executive has been so disabled for 180 days during any period of twelve (12) consecutive months; (ii) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive's immediate manager, and such award for written notice shall be delivered to the lesser Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive's estate]: (a) 12 months from any salary that was accrued but not yet paid as of the date Effective Date of Disability or Termination; (b) the remainder unpaid Annual Bonus, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the full original term of the option Employment Period); and (notwithstanding any contrary provision of any plan or agreement); (viic) any amounts earned, accrued or owing to all other rights and benefits that the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation is vested in, pursuant to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a termination failure by him to perform his duties hereunder and shall not be deemed a breach or default, and the Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of Disability, all of the Executive's employment for Disability occur unless outstanding stock grants, excluding restricted stock grants issued under a performance based plan, will become immediately vested, effective as of the Party terminating his employment gives written notice to date of the other Party in accordance with Section 16 belowExecutive's Disability. Then, the Executive, the Executive's personal representatives, distributees, or legatees may exercise the Executive's grants at any time before the expiration date of the grant.

Termination Due to Disability. In the event that the Executive's ’s employment is terminated due to his Disability, the Employment Period shall terminate and he shall be entitled in such case to the followingfollowing benefits: (i) 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) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus incentive award for the year in which termination due to the Executive’s Disability occurs, based on the Target Bonus original target award performance for the Executive for such year, payable in a single installment promptly following termination due after the Executive’s employment is terminated; (iii) continued participation by the Executive during his lifetime in all employee welfare benefit plans and programs that are generally made available to Disabilitysenior 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; (iv) continued participation by the balance of any annual 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 long-term cash incentive awards such plans are terminated after the date the Executive’s employment is terminated, in plans (if any) earned (but not yet paid) pursuant to including plans maintained solely for the terms benefit of the applicable programsExecutive’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) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment continuation of the Executive shall immediately lapse; (viperquisites described in Section 8(b) any stock option or other equity award outstanding at during the time of termination due to Disability shall become fully vestedExecutive’s lifetime, and he shall have except that the right to exercise any such award for the lesser of (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs Executive’s personal use of the Company’s aircraft shall be limited to 50 hours of flight time per annum. In no event shall a termination of the Executive's ’s employment for Disability occur unless until the Party terminating his employment gives written notice to the other Party in accordance with Section 16 21 below. In addition, the Executive acknowledges and agrees that he is not eligible to participate in any short-term or long-term disability plan, policy or program maintained by the Company.

Termination Due to Disability. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he The Company shall have the right to exercise terminate the Executive's employment for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive to be unable to substantially perform the Executive's normal duties; provided however that the Executive shall not be considered disabled until: (i) the Executive has been so disabled for 180 days during any period of twelve (12) consecutive months; (ii) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his/her normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive's immediate manager, and such award for written notice shall be delivered to the lesser Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive's estate]: (a) 12 months from any salary that was accrued but not yet paid as of the date Effective Date of Disability or Termination; (b) the remainder unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 4.2 had there been no termination of the Employment Period); (c) a pro rata share of target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full original term completed days in the bonus plan year through the Effective Date of Termination, and the option denominator of which is three hundred sixty-five (notwithstanding any contrary provision of any plan or agreement365); ); and (viid) any amounts earned, accrued or owing to all other rights and benefits that the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation is vested in, pursuant to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his/her Disability will exist for more than such a period of time, shall not constitute a termination failure by him/her to perform his/her duties hereunder and shall not be deemed a breach or default, and the Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of disability, all of the Executive's employment for Disability occur unless outstanding stock grants, including performance based grants, will become immediately vested, effective as of the Party terminating his employment gives written notice to date of the other Party in accordance with Section 16 belowExecutive's disability. Then, the Executive, the Executive's personal representatives, distributees, or legatees may exercise the Executive's grants at any time before the expiration date of the grant.

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. 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 Executive's 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, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he Company shall have the right no further obligations to exercise any such award for the lesser of (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing to the Executive but not yet paid Employee under this Agreement; , except as otherwise required under law. For purposes of this Agreement, the Employee will be deemed to have a “Disability” if, for physical or mental reasons, the Employee is unable to perform the Employee’s essential duties under this Agreement without reasonable accommodation for ninety (viii90) the Executive shall be relieved of consecutive days, or one hundred eighty (180) days during any obligation to repay the Cash Payment to the Company; twelve (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits 12)-month period, as determined in accordance with applicable plans and programs this Section 4 d. The disability of the Company. In no event shall Employee will be determined by a termination medical doctor selected by written agreement of the Executive's employment for Disability occur unless Company and the Party terminating his employment gives written Employee upon the request of either party by notice to the other Party 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 determination of the medical doctor selected under this Section 4 d will be binding on both parties. The Employee must submit to a reasonable number of examinations by the medical doctor making the determination of disability under this Section 4 d, and the Employee hereby authorizes the disclosure and release to 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 accordance with the Employee’s stead, for the purposes of selecting the medical doctor, submitting the Employee to the examinations, and providing the authorization of disclosure as required under this Section 16 below.4 d.

Termination Due to Disability. In the event the Executive's employment is terminated due to his Disability, he shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he The Company shall have the right to exercise terminate the Executive's employment for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive to be unable to substantially perform the Executive's normal duties; provided however that the Executive shall not be considered disabled until: (i) the Executive has been so disabled for 180 days during any period of twelve (12) consecutive months; (ii) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his/her normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive's immediate manager, and such award for written notice shall be delivered to the lesser Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive's estate]: (a) 12 months from any salary that was accrued but not yet paid as of the date Effective Date of Disability or Termination; (b) the remainder unpaid Annual Bonus, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); (c) a pro rata share of target Annual Bonus for the fiscal year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full original term completed days in the bonus plan year through the Effective Date of Termination, and the option denominator of which is three hundred sixty-five (notwithstanding any contrary provision of any plan or agreement365); ); and (viid) any amounts earned, accrued or owing to all other rights and benefits that the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation is vested in, pursuant to repay the Cash Payment to the Company; (ix) the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans and programs of the Company. In no event It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his/her Disability will exist for more than such a period of time, shall not constitute a termination failure by him/her to perform his/her duties hereunder and shall not be deemed a breach or default, and the Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement. If the employment of the Executive terminates because of disability, all of the Executive's employment for Disability occur unless outstanding stock grants, excluding restricted stock grants issued under a performance based plan, will become immediately vested, effective as of the Party terminating his employment gives written notice to date of the other Party in accordance with Section 16 belowExecutive's disability. Then, the Executive, the Executive's personal representatives, distributees, or legatees may exercise the Executive's grants at any time before the expiration date of the grant.

Termination Due to Disability. In the event of Employee's disability, the ExecutiveCompany and the Bank shall continue to make payments to Employee hereunder for a period of six (6) months subsequent to such disability. If, at the end of such six (6) month period, Employee remains disabled, the Company and the Bank may terminate Employee's employment is terminated hereunder upon thirty (30) days' written notice to Employee setting forth the prospective effective date of such termination. Such termination due to his Disability, he disability shall be entitled in such case require the affirmative votes of at least two-thirds of each of the entire Boards (excluding Employee if Employee is a director). During any period of disability and prior to the following: effective date of any termination due to disability, Employee shall continue to receive the compensation payable to him hereunder. On the effective date of such termination due to disability, the Company and the Bank shall pay Employee a severance payment equal to the greater of (i) Base Salary through one-third of Employee's then current annual base salary, or (ii) a severance payment computed in accordance with the Company's and the Bank's then existing severance payment policy. Employee shall not be entitled to any additional compensation from the Company or the Bank for any period subsequent to the effective date of such termination except for payments to Employee under the Company's or the Bank's disability benefit plans (the "Disability Plans"). Notwithstanding the foregoing, in the event the Disability Plans in force as of the date of termination; this Agreement (iithe "Current Disability Plans") through are amended and such amendment or amendments reduce or terminate benefits payable to Employee thereunder, the Company's long-term disability plans or otherwise, Company and the Bank shall pay Employee an amount equal to 60% the difference between (A) the amount of benefits Employee would have been entitled to receive under the Base Salary for Current Disability Plans after the period beginning on the effective date of termination through the Executive's attainment of age 65; such termination, and (iiiB) the annual bonus for amount of benefits Employee is actually paid under the year in which termination Disability Plans after the effective date of such termination. For purposes hereof, "disability" and "disabled" shall mean the inability of Employee to perform his duties hereunder due to Disability occurs, based on the Target Bonus for such year, payable in illness or injury as determined by a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he shall have the right to exercise any such award for the lesser of (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (viii) the Executive shall be relieved of any obligation to repay the Cash Payment physician acceptable to the Company; (ix) , the Executive shall be relieved of any obligation to repay the Loan to the Company; and (x) other or additional benefits in accordance with applicable plans Bank and programs of the Company. In no event shall a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to the other Party in accordance with Section 16 belowEmployee.