Common use of Death; Disability Clause in Contracts

Death; Disability. If Executive’s employment terminates due to Executive’s death or Disability, then the Company shall pay or provide Executive (or the legal representative of his estate in the case of his death) with: (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and (vii) All of Executive’s other unvested long-term incentive awards granted to Executive through the date of termination, shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, in accordance with the terms and conditions set forth in such awards.

Death; Disability. If the Executive’s employment terminates due to Executive’s because of his death as provided in Section 4(a) or Disabilitybecause of a Disability as provided in Section 4(b), then the Company shall pay or provide Executive (or his authorized representative or estate) shall be entitled to the legal representative of his estate in the case of his death) withfollowing: (i) (A) any accrued and unpaid Base Salary the Accrued Obligations earned through the date of termination and any accrued and unused vacation applicable Termination Date (payable on or before the time required by law but in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) no event more than 30 days after Executive shall have provided the Company all required documentation thereforapplicable Termination Date); (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A a pro-rated annual bonus rata portion of the Executive’s Annual Bonus, if any, for the fiscal year in which such the Executive’s termination occurs, occurs (determined by multiplying the amount of such bonus which shall would be based on actual performance under due for the applicable bonus plan (for this purpose determined at full fiscal year endby a fraction, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance fiscal year through the date of termination that the Executive is employed by the Company and the denominator of which is 365, which pro-rated bonus shall be paid when ) payable at the same time bonuses are paid generally to senior executives for such year are paid to other senior executives of the Company; (“Proiii) vest the Executive on the applicable Termination Date for any and all previously granted outstanding equity-Rated Bonus”)incentive awards subject to time-based vesting criteria as if the Executive continued to provide services to the Company for 12 months following the applicable Termination Date; (iv) Any disability insurance subject to the Executive’s or, in the event of his death, his eligible dependents’ timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse the Executive or his eligible dependents the monthly premium payable to continue his and his eligible dependents’ participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of eighteen (18) months, provided that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company shall immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or life insurance proceeds, as cause the case may be, as may reimbursement of claims to be provided taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code (the “Code”), the Company plans in which Executive participates immediately prior paid premiums shall be treated as taxable payments and be subject to such terminationimputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code; and (viiv) All in the case of Executivea termination due to Disability, in addition to the aforementioned awards, continuation of the Base Salary in effect on the Termination Date until the earlier of (A) the 12-month anniversary of the Termination Date, and (B) the date Executive is eligible to commence receiving payments under the Company’s other unvested long-term incentive awards granted to Executive disability policy. If the net compensation from the Base Salary is greater than the net compensation from the long-term disability policy, the Company, through the date 12-month anniversary of termination, shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, the Termination Date will compensate the Executive’s estate the difference in accordance with the terms and conditions set forth in such awardsnet compensation.

Death; Disability. If Executive’s The Employee's employment terminates due hereunder shall terminate upon his death or, at the election of the Company by written notice to Executive’s the Employee, if the Employee becomes Disabled (as such term is hereinafter defined). In the event of a termination of the Employee's employment for death or Disability, then the Company shall pay or provide Executive the Employee (or the his legal representative of his estate in representatives, as the case of his death) withmay be), as follows: (ia) within ten (A10) days following death or such notice, any accrued and but unpaid Base Salary through as of the Termination Date; (b) the Employee's Base Salary until the expiration of 12 months from the date of death or termination for Disability (the "Extension Period"), such Base Salary to be paid as and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, when such Base Salary would have been paid had the employment of the Employee continued through the date of termination Extension Period; (collectively, “Accrued Obligations”). Accrued Obligations payable under clause c) within ten (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (1510) days after Executive shall the next Financial Statement Receipt Date to occur, an amount equal to (x) the amount of Incentive Compensation, if any, that would have provided been payable to the Company all required documentation therefor; (ii) Any unpaid bonus earned Employee with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in during which such termination occursthe Termination Date occurred had the Termination Date not occurred multiplied by (y) a fraction, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during in such fiscal year which expired prior to the performance year through the date of termination Termination Date and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (ivd) Any disability insurance benefitswithin ten (10) days following the Termination Date, or life insurance proceedsa cash payment equal to the Employee's Base Salary on a daily basis (computed on a 365-day year) in effect on the Termination Date, multiplied by the number of accrued and unused vacation days at the Termination Date; (e) within ten (10) days following the Termination Date, any accrued but unpaid expenses incurred by the Employee as of the case may beTermination Date in accordance with Section 3.02 hereof; (f) within ten (10) days following the Termination Date, as any accrued and unpaid benefits to which the Employee may be provided under the Company plans in which Executive participates immediately prior entitled pursuant to such termination; andSection 3.01 hereof; (viig) All within ten (10) days following the Termination Date, any other accrued and unpaid compensation payable to the Employee as of Executive’s other unvested long-term incentive awards granted to Executive through the date Termination Date, the amount of termination, shall vest or be forfeited, and any such vested awards granted which has already been calculated as stock options shall be exercisable, of the Termination Date in accordance with the terms hereof; and (h) within ten (10) days following the date after the Termination Date as of which it is calculated in accordance with the terms hereof, any other accrued and conditions set forth in such awardsunpaid compensation payable to the Employee as of the Termination Date.

Death; Disability. If If, during the Employment Period, the Executive’s employment terminates due to Executive’s shall terminate on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or Disabilitywithout Cause) or Executive becoming Disabled, then the Company shall pay to or provide the Executive (or his estate) the legal representative of his estate in the case of his death) withfollowing: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the Executive’s death or the date on which the Executive becomes Disabled: (A) any accrued and unpaid the Accrued Base Salary through the date Date of termination Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if any), and (D) an amount equal to $375,000; and (ii) During the 12 month period following the Date of Termination, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any accrued such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination (or the remaining portion thereof). All Company equity awards and unused vacation other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi) (which shall vest as set forth in accordance with Company policy; the applicable award agreement), shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Date of Termination and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the four year anniversary of the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and (vii) All of Executive’s other unvested long-term incentive awards granted to Executive through the date of termination, shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, in accordance with the terms and conditions set forth in such awardsaward was granted.

Death; Disability. If ExecutiveOptionee’s employment terminates due to Executiveis terminated by reason of Optionee’s death or Disability, then to the Company shall pay extent not previously cancelled or provide Executive (or the legal representative of his estate in the case of his death) with: (i) expired, (A) any accrued as of the date of termination Optionee’s unvested Time-Based Options that would have vested if Optionee had remained employed through the first anniversary of the date of termination will vest and unpaid Base Salary through all vested Options will remain exercisable for the shorter of (1) one year following the date of termination and any accrued and unused vacation in accordance with Company policy; (2) the remainder of their original scheduled term and (B) reimbursement for any unreimbursed expenses, incurred the Performance-Based Options will continue to remain outstanding and documented in accordance with applicable Company policy, through be eligible to vest until the date shorter of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (Ax) shall be payable within fifteen (15) days following the date first anniversary of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and (y) the denominator remainder of which is 365their original scheduled term (and if the Performance Targets are achieved during such time period shall vest in accordance therewith; provided that if a Change of Control occurs during such time period and the Sponsors receive marketable securities in connection with such Change of Control, which prothe Performance-rated bonus Based Options shall be paid when bonuses are paid generally to senior executives for such year remain outstanding until the earlier of (“Proi) the remaining term of the Performance-Rated Bonus”); Based Options and (ivii) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and (vii) All first anniversary of Executive’s other unvested long-term incentive awards granted to Executive through the date of terminationtermination of Optionee’s employment, and, to the extent not already vested, shall vest vest, if during such period, such marketable securities are converted to cash or be forfeitedotherwise distributed or disposed of by the Sponsors if the applicable performance targets are met upon such conversion, distribution or transfer) and any such all then-vested awards granted as stock options Performance-Based Options will remain exercisable for the shorter of (1) one year following the applicable date of vesting and (2) the remainder of their original scheduled term; provided, however, that it shall be exercisablea condition to the exercise of the Options in the event of Optionee’s death that the Person exercising the Options shall (i) have agreed in a form satisfactory to the Company to be bound by the provisions of this Agreement and, if there has been no Change of Control or an IPO, the Stockholders Agreement (as modified by Section 8 of the Employment Agreement) and (ii) comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisable. In the case of the Performance-Based Options, the Sponsors agree to provide Optionee or the Person exercising the Options in accordance with this clause (c) (as well as to the terms and conditions set forth Company if the Sponsors are no longer in control of the successor entity) with notice that the Performance Targets have been satisfied within 30 days following such awardsevent.

Death; Disability. If If, during the Employment Period, the Executive’s employment terminates due to Executive’s shall terminate on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Disability, then the Company shall have no further obligations to the Executive other than to pay to or provide the Executive (or his estate) the legal representative of his estate in the case of his death) withfollowing: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the Executive’s death or the date on which the Executive becomes Disabled: (A) any accrued and unpaid the Accrued Base Salary through the date Date of termination and any accrued and unused vacation in accordance with Company policy; and Termination to the extent theretofore unpaid, (B) reimbursement for any unreimbursed expensesthe Prior Year Bonus to the extent theretofore unpaid, incurred and documented in accordance with applicable Company policy, through (C) the date of termination Pro Rated Annual Bonus (collectively, “Accrued Obligations”if any). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (BD) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation thereforan amount equal to one times Annual Base Salary; (ii) Any unpaid bonus earned with respect During the 12 month period following the Date of Termination, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to any fiscal year ending on receive group health insurance continuation coverage under COBRA, the Company shall pay directly or preceding reimburse the date of terminationExecutive’s estate or beneficiaries or the Executive, payable when bonuses are paid generally to senior executives as applicable, for premiums for such year; (iii) A procoverage; provided, however, that if the Executive becomes re-rated annual bonus for the fiscal year in which such termination occursemployed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the amount of which Company’s obligations under this Section 4(b)(ii) shall be based on actual performance under reduced to the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as extent comparable coverage is actually provided to the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and (vii) All of Executive’s other unvested long-term incentive awards granted to Executive through the date of termination, shall vest or be forfeitedeligible family members, and any such vested awards granted as stock options coverage shall be exercisablereported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in accordance with either case, an amount equal to the terms monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination (or the remaining portion thereof); All Company equity awards and conditions other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi) (which shall vest as set forth in the applicable award agreement) shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Date of Termination and (B) the four year anniversary of the date such awardsaward was granted.

Death; Disability. If The Term and Executive’s employment terminates due to hereunder shall terminate upon Executive’s death or Disability. Upon termination of Executive’s employment hereunder due to death or Disability, then the Company shall pay Executive or provide Executive (or the Executive’s legal representative of his or estate in (as the case of his deathmay be) with: shall be entitled to receive (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expensesAccrued Rights, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; plus (ii) Any unpaid bonus earned with respect an amount equal to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A a pro-rated annual bonus portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the amount of which shall be Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based on upon (a) actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year, as determined at the end of such fiscal year as and (b) the only performance goals applicable to Executive and without any exercise percentage of negative discretion by the Committee) and the fraction the numerator of which is the number of days such fiscal year that shall have elapsed during the performance year through the date of Executive’s termination and the denominator of which is 365employment, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year plus (“Pro-Rated Bonus”); iii) provided that Executive or Executive’s legal representative or estate (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as ) first executes and returns to the Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be provided under entitled as a result of his serving as an officer or director of the Company plans or any Subsidiary) that is in which Executive participates immediately prior form and substance reasonably satisfactory to such termination; andthe Company: (viia) All an amount, payable in a lump sum without discount within 30 days of the date of termination as the result of Executive’s other unvested long-term incentive awards granted death or Disability (subject to Executive Section 6.6), equal to the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) the average Annual Bonus actually earned and paid for the last three full calendar years ending prior to the termination date. In the event that there are less than three full calendar years of the Term completed on the date of termination, the average shall be based on the average Annual Bonus actually earned and paid (or payable) during the Term through the date of termination. (b) continued medical benefits for Executive, Executive’s spouse and Executive’s eligible dependents, who at the time of Executive’s termination are enrolled in the Company’s benefits plans provided for a period of twelve (12) months following Executive’s termination of employment. Such benefits shall vest or be forfeitedsubstantially identical to the benefits maintained for other senior executives of the Company, and any such vested awards granted as stock options shall be exercisablecontingent upon Executive’s eligible dependents continuing to fund any applicable “employee portion” of any premiums or other co-pay or employee-funded amounts. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.3(b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. In the event of a termination of employment pursuant to this Section 4.3, each grant made to Executive pursuant to the OIP or any similar plan that is subject to a time based vesting condition shall become vested (i) in accordance with the terms and conditions set forth of the grant or award, or (ii) as though such grant or award had vested in such awardsequal quarterly amounts over the applicable vesting period specified in the grant or award, whichever results in highest number of vested securities or other rights. Executive or his estate shall have (i) thirty days or (ii) the period specified in the grant or award whichever is greater, in which to exercise those rights.

Death; Disability. If In the event that Executive dies or becomes Disabled (as defined herein) during the term of this Agreement, Executive’s 's employment terminates due to Executive’s shall terminate upon his death or Disability, then as a result of Disability as provided herein and the Company shall pay or provide Executive (or the his legal representative of his estate in the case of his death) with: (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceedsrepresentative, as the case may be, ) as may be provided under follows: (a) any Base Salary and vacation time earned and accrued but unpaid as of the Company plans date of death or termination for Disability; (b) any reimbursement for expenses incurred in which Executive participates immediately prior to such terminationaccordance with this Agreement; and (viic) All an amount equal to 150% of Executive’s other unvested long's monthly Base Salary in effect on such termination date for six (6) months, payable as and when such amounts would have been due and payable hereunder had such termination not occurred. The amount of any payments due under this Section 4.4 with respect to his Disability shall be reduced by any payments to which Executive may be entitled for the same period because of disability under any disability plan or insurance provided by the Company or EVI or as the result of workers' compensation or non-occupational disability payments received by Executive from any source. For the purposes of this Agreement, Executive shall be deemed to be "Disabled" or have a "Disability" if, because of Executive's physical or mental disability, he has been substantially unable to perform his duties hereunder for twelve (12) work weeks in any twelve (12) month period during the term incentive awards granted of this Agreement ("Period of Disability"). The term of this Agreement shall be deemed to have ended as of the close of business on the last day of such period, but without prejudice to any payments due executive or his legal representatives or beneficiaries. Executive through shall be considered to have been substantially unable to perform his duties hereunder only if he is either (a) unable to reasonably and effectively carry out his duties with reasonable accommodations by the Company or (b) unable to reasonably and effectively carry out his duties because any reasonable accommodation which may be required would cause the Company undue hardship and the Company has determined not to provide such accommodation for such reason. In the event of a disagreement concerning Executive's perceived Disability, Executive shall submit to such examinations as are deemed appropriate by three practicing physicians specializing in the area of Executive's Disability, one selected by Executive, one selected by the Company, and one selected by both such physicians. The majority decision of such three physicians shall be final and binding on the parties. Nothing in this paragraph is intended to limit the Company's right to invoke the provisions of this paragraph with respect to any perceived Disability of Executive. Executive acknowledges that the payments referred to in this Section 4.4, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of terminationExecutive's employment under this Section 4.4 (including vested benefits under the German Pension Plan), constitute the only payments which Executive (or his legal representative, as the case may be) shall vest be entitled to receive from the Company or be forfeitedany of its subsidiaries, including, without limitation, EVI, hereunder or pursuant to any plan or arrangement with EVI, in the event of a termination of his employment for death or Disability, and neither the Company nor any of its subsidiaries shall have any further liability or obligation to him (or his legal representatives, as the case may be) hereunder or otherwise in respect of his employment with the Company or any of its subsidiaries. Provided, however, that notwithstanding the foregoing, following such vested awards granted as stock options termination of employment, Executive shall be exercisableentitled to full indemnification as an officer of the Company as provided under Delaware law and the Company's Certificate of Incorporation, in accordance with the terms Bylaws, policies and conditions set forth in such awardsdirectors' and officers' liability insurance.

Death; Disability. If During the Term, the Term of this Agreement and Executive’s 's employment terminates due to hereunder shall terminate upon Executive’s 's death or Disability, then the Company and in either case Executive shall pay or provide Executive be entitled to receive (or the legal representative of a) his estate in the case of his death) with: (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; Accrued Rights, and (Bb) reimbursement for any unreimbursed expensesupon the Compensation Committee's determination, incurred and documented in accordance with applicable Company policyits reasonable discretion, through that the date of termination performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved (collectivelywhich performance goals, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall conditions or metrics may be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for in the fiscal year in sole discretion of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what level, an amount equal to the pro-rata portion of the Current Year LTIP Award corresponding to such level of achievement determined by the Compensation Committee, which such termination occurs, the amount of which pro-rata portion shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year enda fraction, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through then current Performance Period that the date of termination Executive was actually employed by the Company or any Subsidiary, and the denominator of which is 365, which pro-rated bonus the total number of days in the then current Performance Period. The amount payable pursuant to clause (a) of this Section 4.3 shall be paid when bonuses are paid generally to senior executives for such year payable in a lump sum no later than ten (“Pro-Rated Bonus”); (iv10) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and (vii) All of Executive’s other unvested long-term incentive awards granted to Executive through days following the date of the termination of Executive's employment. The amount payable pursuant to clause (b) of this Section 4.3, if any, shall be payable in a lump sum no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, upon a termination, shall vest during the Term, as a result of Executive's death or be forfeitedDisability, any unvested Long Term Incentive Award (i) that is subject solely to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive or his representative shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such vested awards granted as stock options shall be exercisable, in accordance with the terms and conditions set forth in such awardsgrant or award that are subject to exercise by Executive.

Death; Disability. If ExecutiveSubject to Section 5.18, in the event of a termination of this Agreement and Employee’s employment terminates due hereunder pursuant to Executive’s death Sections 4.01(a) or Disability4.01(b) above, then this Agreement and Employee’s employment with Employer shall terminate and Employer’s sole obligation under this Agreement or otherwise shall be to (i) pay and/or provide, as applicable, the Company shall pay Accrued Obligations, and (ii) subject to Employee’s or provide Executive Employee’s estate’s, as applicable, execution, delivery within twenty-one (21) days (or forty-five days (45) for a group termination) following receipt by Employee or Employee’s estate, as applicable, and non-revocation of a general release in a form satisfactory to Employer (the legal representative “Release”) (which Release, among other things, will include a general release of his estate Employer, its affiliates and their respective officers, directors, managers, members, shareholders, partners, employees and agents from all liability and other terms deemed necessary by Employer for its protection; provided, however, the Release will preserve (a) Employee’s rights, if any, to indemnification by Employer, (b) Employee’s rights, if any, as a shareholder of Employer, and (c) Employee’s rights, if any, under the terms of this Agreement that are intended to survive the termination of this Agreement and Employee’s employment hereunder), pay to Employee or Employee’s estate, as applicable, the Prorata Bonus (as defined below) and, if such termination occurs prior to the two (2) year anniversary of the Commencement Date, the Prorata Retention Payment (as defined below). Employer agrees that it shall deliver the Release to Employee (or her estate, if applicable), within five (5) calendar days following the effective date of termination. The Prorata Bonus and the Prorata Retention Payment shall be payable in a lump sum on the next regular paydate following six (6) months after the date of Employee’s termination of employment with Employer; provided, however, Employer will pay the Prorata Bonus and the Prorata Retention Payment in a lump sum on the next regular paydate following the eighth (8th) day after Employee’s or Employee’s estate’s, as applicable, execution and delivery of the Release if making the payment at such time will not cause Employee (or Employee’s estate, if applicable) to incur an “additional tax” as defined in Section 409A(a)(1)(B) of the Code; provided further, that if Employee’s termination of employment with Employer occurs on or within 34 calendar days (or in the case of his deatha group termination, 58 calendar days) with: prior to the end of a calendar year, none of the Prorata Bonus or the Prorata Retention Payment shall be paid prior to the first business day of the immediately following calendar year. As used in this Agreement: (i) “Prorata Bonus” shall mean the product of: (A) any accrued and unpaid Base Salary through the greater of (x) the Annual Bonus that Employee received attributable to performance during the full fiscal year immediately prior to the date of Employee’s termination and any accrued and unused vacation in accordance of employment with Company policy; and Employer, or (By) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus Employee’s target Annual Bonus for the fiscal year in which such the date of termination occursof Employee’s employment with Employer occurred; and (B) a fraction, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during in the performance fiscal year through in which the date of termination occurs through the effective date of Employee’s termination of employment and the denominator of which is 365; and (ii) “Prorata Retention Payment” shall mean the product of: (A) that amount equal to fifty percent (50%) of the aggregate amount of the Retention Bonus; and (B) a fraction, the numerator of which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year is the number of days Employee was employed since the Commencement Date (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceeds, as in the case may be, as may be provided under of a termination of employment on or before the Company plans first anniversary of the Commencement Date) or since the first anniversary of the Commencement Date (in which Executive participates immediately prior to such termination; and (vii) All the case of Executive’s other unvested long-term incentive awards granted to Executive through a termination of employment following the date first anniversary of termination, shall vest or be forfeitedthe Commencement Date), and any such vested awards granted as stock options shall be exercisable, in accordance with the terms and conditions set forth in such awardsdenominator of which is 365.

Death; Disability. If Executive’s employment terminates due to Executive’s death or Disability, then the Company shall pay or provide Executive (or the legal representative of his estate in the case of his death) with: (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; (v) Executive’s Buy-Out Option and Buy-Out RSUs shall become immediately fully vested, and Executive’s Buy-Out Option shall be exercisable for the lesser of one (1) year following the date of termination or the unexpired stated term of the grant; (vi) A pro-rated portion of Executive’s Retention Award, if not then vested and exercisable, shall become vested and exercisable on the date of termination in such number of options as equals the fraction the numerator of which is the number of days Executive was continuously employed from and after February 21, 2008 through the date of termination and the denominator of which is 1,826, and the remaining portion of the Retention Award shall be immediately forfeited. The Retention Award, to the extent vested and exercisable prior to or upon such termination shall remain exercisable for the lesser of one (1) year following the date of termination and the expiration of the ten (10) year option term. The provisions of this subparagraph (vi) shall survive any expiration of the Term in which Executive’s employment continues thereafter; and (vii) All of Executive’s other unvested long-term incentive awards (including unvested Initial Term Annual Awards), granted to Executive through the date of termination, other than as set forth in subparagraphs (v) and (vi), above, shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, in accordance with the terms and conditions set forth in such awards.

Death; Disability. If If, during the Employment Period, the Executive’s employment terminates due to Executive’s shall terminate on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Disability, then the Company shall have no further obligations to the Executive other than to pay to or provide the Executive (or his estate) the legal representative of his estate in the case of his death) withfollowing: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the Executive’s death or the date on which the Executive becomes Disabled: (A) any accrued and unpaid the Accrued Base Salary through the date Date of termination Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, (C) the Pro Rated Annual Bonus (if any), and (D) an amount equal to one (1) times the Annual Base Salary within 10 days after the Date of Termination. (ii) During the COBRA Period, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any accrued such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof). All Company equity awards and unused vacation other performance incentive awards, other than awards provided pursuant to Sections 2(b)(iv) and (v), (which shall vest as set forth in accordance with Company policy; the applicable award agreement) shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Date of Termination and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the four year anniversary of the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and (vii) All of Executive’s other unvested long-term incentive awards granted to Executive through the date of termination, shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, in accordance with the terms and conditions set forth in such awardsaward was granted.

Death; Disability. If ExecutiveOptionee’s employment terminates due to Executiveis terminated by reason of Optionee’s death or Disability, then to the Company shall pay extent not previously cancelled or provide Executive (or the legal representative of his estate in the case of his death) with: (i) expired, (A) any accrued as of the date of termination Optionee’s unvested Time-Based Options that would have vested if Optionee had remained employed through the first anniversary of the date of termination will vest and unpaid Base Salary through all vested Options will remain exercisable for the shorter of (1) one year following the date of termination and any accrued and unused vacation in accordance with Company policy; (2) the remainder of their original scheduled term and (B) reimbursement for any unreimbursed expenses, incurred the Performance-Based Options will continue to remain outstanding and documented in accordance with applicable Company policy, through be eligible to vest until the date shorter of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (Ax) shall be payable within fifteen (15) days following the date first anniversary of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and (y) the denominator remainder of which is 365their original scheduled term (and if the Performance Targets are achieved during such time period shall vest in accordance therewith; provided that if a Change of Control occurs during such time period and the Sponsors receive marketable securities in connection with such Change of Control, which prothe Performance-rated bonus Based Options shall be paid when bonuses are paid generally to senior executives for such year remain outstanding until the earlier of (“Proi) the remaining term of the Performance-Rated Bonus”); Based Options and (ivii) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and (vii) All first anniversary of Executive’s other unvested long-term incentive awards granted to Executive through the date of terminationtermination of Optionee’s employment, and, to the extent not already vested, shall vest vest, if during such period, such marketable securities are converted to cash or be forfeitedotherwise distributed or disposed of by the Sponsors if the applicable performance targets are met upon such conversion, distribution or transfer) and any such all then-vested awards granted as stock options Performance-Based Options will remain exercisable for the shorter of (1) one year following the applicable date of vesting and (2) the remainder of their original scheduled term; provided, however, that it shall be exercisablea condition to the exercise of the Options in the event of Optionee’s death that the Person exercising the Options shall (i) have agreed in a form satisfactory to the Company to be bound by the provisions of this Agreement and, if there has been no Change of Control or an IPO, the Stockholders Agreement and (ii) comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisable. In the case of the Performance-Based Options, the Sponsors agree to provide Optionee or the Person exercising the Options in accordance with this clause (d) (as well as to the terms and conditions set forth Company if the Sponsors are no longer in control of the successor entity) with notice that the Performance Targets have been satisfied within 30 days following such awardsevent.

Death; Disability. If Executivethe Employee’s employment terminates due to Executive’s because of his death as provided in Section 4(a) or Disabilitybecause of a Disability as provided in Section 4(b), then the Company shall pay or provide Executive Employee (or his authorized representative or estate) shall be entitled to the legal representative of his estate in the case of his death) withfollowing: (i) (A) any accrued and unpaid Base Salary the Accrued Obligations earned through the date of termination and any accrued and unused vacation applicable Termination Date (payable on or before the time required by law but in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) no event more than 30 days after Executive shall have provided the Company all required documentation thereforapplicable Termination Date); (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A a pro-rated annual bonus rata portion of the Employee’s Annual Bonus, if any, for the fiscal year in which such the Employee’s termination occurs, occurs (determined by multiplying the amount of such bonus which shall would be based on actual performance under due for the applicable bonus plan (for this purpose determined at full fiscal year endby a fraction, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance fiscal year through the date of termination that the Employee is employed by the Employer and the denominator of which is 365, which pro-rated bonus shall be paid when ) payable at the same time bonuses are paid generally to senior executives for such year are paid to other senior Employees of the Employer; (“Proiii) vest the Employee on the applicable Termination Date for any and all previously granted outstanding equity-Rated Bonus”)incentive awards subject to time-based vesting criteria as if the Employee continued to provide services to the Employer for 12 months following the applicable Termination Date; (iv) Any disability insurance subject to the Employee’s or, in the event of his death, his eligible dependents’ timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Employer shall reimburse the Employee or his eligible dependents the monthly premium payable to continue his and his eligible dependents’ participation in the Employer’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee (and the Employee’s eligible dependents) for a period of eighteen (18) months, provided that the Employee is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Employer shall immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or life insurance proceeds, as cause the case may be, as may reimbursement of claims to be provided taxable under the Company plans in which Executive participates immediately prior Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code (the “Code”), the Employer paid premiums shall be treated as taxable payments and be subject to such terminationimputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code; and (viiv) All in the case of Executivea termination due to Disability, in addition to the aforementioned awards, continuation of the Base Salary in effect on the Termination Date until the earlier of (A) the 12-month anniversary of the Termination Date, and (B) the date Employee is eligible to commence receiving payments under the Employer’s other unvested long-term incentive awards granted to Executive disability policy. If the net compensation from the Base Salary is greater than the net compensation from the long-term disability policy, the Employer, through the date 12-month anniversary of termination, shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, the Termination Date will compensate the Employee’s estate the difference in accordance with the terms and conditions set forth in such awardsnet compensation.

Death; Disability. If In the event that Executive dies or becomes Disabled (as defined herein) during the Term, Executive’s employment terminates due to Executive’s shall terminate either (i) when such death occurs, or (ii) upon written notice by the Company at any time after Disability occurs (provided that, in the event of any Disability, then the Company shall have the right, but not the obligation, to terminate this Agreement), and, in either event, and, subject to Section 4.10, the Company shall pay or provide Executive (or the his legal representative of his estate in the case of his death) with: (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceedsrepresentative, as the case may be, ) as may be provided under follows: (a) any Base Salary and vacation time accrued but unpaid as of the Company plans date of death or termination for Disability; (b) any reimbursement for expenses incurred in which Executive participates immediately prior to such terminationaccordance with Section 3.2; and (viic) All an amount equal to Executive’s annual Base Salary in effect on such termination date multiplied by 2, payable in a single lump sum on the sixtieth (60th) business day following the termination date; provided, however, that, in the event Executive is eligible to participate in, and is covered by, the Company’s basic life insurance group benefit plan, the Company’s obligation under this subsection 4.4(c) shall be reduced to an amount equal to Executive’s annual Base Salary in effect on such termination date multiplied by 1, payable in a single lump sum on the sixtieth (60th) business day following the termination date. For the purposes of this Agreement, Executive shall be deemed to be “Disabled” or have a “Disability” if, because of Executive’s other unvested long-term incentive awards granted physical or mental disability, he has been substantially unable to perform his duties hereunder for twelve (12) work weeks in any twelve (12) month period. Executive through shall be considered to have been substantially unable to perform his duties hereunder only if he is either (a) unable to reasonably and effectively carry out his duties with reasonable accommodations by the Company or (b) unable to reasonably and effectively carry out his duties because any reasonable accommodation which may be required would cause the Company undue hardship. In the event of a disagreement concerning Executive’s perceived Disability, Executive shall submit to such examinations as are deemed appropriate by three practicing physicians specializing in the area of Executive’s Disability, one selected by Executive, one selected by the Company, and one selected by both such physicians. The majority decision of such three physicians shall be final and binding on the parties. Nothing in this paragraph is intended to limit the Company’s right to invoke the provisions of this paragraph with respect to any perceived Disability of Executive. Notwithstanding the foregoing, to the extent and for the period required by any state or federal family and medical leave law, upon Executive’s request (i) he shall be considered to be on unpaid leave of absence and not terminated, (ii) his group health benefits shall remain in full force and effect, and (iii) if Executive recovers from any such Disability, at that time, to the extent required by any state or federal family and medical leave law, upon Executive’s request, he shall be restored to his position hereunder or to an equivalent position, as the Company may determine, and the Term of Executive’s employment hereunder shall be reinstated effective upon such restoration. The Term shall not be extended by reason of such intervening leave of absence, nor shall any compensation or benefits accrue in excess of those required by law during such intervening leave of absence. Upon the expiration of any such rights, unless Executive has been restored to a position with the Company, he shall thereupon be considered terminated. Executive acknowledges that the payments referred to in this Section 4.4, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of terminationExecutive’s employment under this Section 4.4, constitute the only payments which Executive (or his legal representative, as the case may be) shall vest be entitled to receive from the Company hereunder in the event of a termination of his employment for death or be forfeitedDisability, and any such vested awards granted the Company shall have no further liability or obligation to him (or his legal representatives, as stock options shall be exercisable, the case may be) hereunder or otherwise in accordance with the terms and conditions set forth in such awardsrespect of his employment.

Death; Disability. If Executive(a) In the event (during the Employment Term) of Employee’s employment terminates due to Executive’s death or Disabilitydeath, then the Company shall pay or provide Executive (or the legal representative of his estate in the case of his death) with: (i) this Agreement shall terminate, (Aii) Employer shall pay to Employee’s estate or his heirs any due but unpaid base salary and Annual Bonus, accrued but unused vacation pay and unpaid Base Salary through pro rated Annual Bonus for the period of active employment during the year in which death occurs, and (iii) Employee’s estate or his heirs shall not be entitled to any severance payments hereunder. In addition, all stock options and restricted stock granted to Employee shall immediately vest and become exercisable, if applicable, upon Employee’s death. Employee’s estate shall have the right to exercise such options for the shorter of (i) two (2) years from the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of terminationdeath, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date term of termination, payable when bonuses are paid generally to senior executives for such year;the option. (iiib) A pro-rated annual bonus In the event (during the Employment Term) of Employee’s long term disability (as defined in Employee’s Group Disability Plan) and the passing of the Elimination Period (as defined in Employee’s Group Disability Plan), (i) this Agreement shall terminate, (ii) Employer shall pay to Employee any unpaid base salary and prorated Annual Bonus for the fiscal period of active employment during the year in which such termination event occurs, and (iii) Employee shall not be entitled to any severance payments hereunder. In addition, all stock options and restricted stock granted to Employee shall immediately vest. Employee shall have the amount right to exercise such options for the shorter of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committeei) and the fraction the numerator of which is the number of days elapsed during the performance year through two (2) years from the date of termination disability, and (ii) the denominator term of which is 365the option. In addition, which pro-rated bonus Employee shall be paid when bonuses are paid generally have the right to senior executives for such year (“Pro-Rated Bonus”); (ivpurchase the company car referred to in Section 5(c)(i) Any disability insurance benefitsat net book value or assume the lease with the Lessor’s consent, or life insurance proceedsif leased. The Employer will pay the membership dues listed in Section 5(c)(ii) if Employee’s membership continues, as provide the case may befinancial, as may be provided tax and estate planning service listed in Section 5(c)(iii) in each case, against evidence of payment by Employee, and provide coverage under the Company plans in which Executive participates immediately prior to such termination; and (vii) All of Executive’s other unvested medical, long-term incentive awards granted to Executive through disability and like insurance plans described in Section 5(a) above, in each case for a period of three (3) years from the date of terminationdisability (or, shall vest to the extent Employer is unable to maintain such coverage under one or be forfeitedmore such plans, and any reimburse Employee’s actual expenses incurred in obtaining comparable coverage within 30 days after Employee furnishes invoices or other documentation reasonably requested by Employer to substantiate such vested awards granted as stock options expenses were incurred, but no reimbursements shall be exercisable, in accordance with made later than the terms and conditions set forth in end of the calendar year such awardsexpenses were incurred by Employee).

Death; Disability. (a) If Executive’s employment terminates due a grantee ceases to Executive’s death or Disability, then be employed by the Company shall pay and all Related Corporations by reason of death, or provide Executive if a grantee dies within three months of the date his or her employment or other affiliation with the Company has been terminated, any Stock Right held by him or her may be exercised to the extent of the number of shares with respect to which he or she could have exercised said Stock Right on the date of death, by his or her estate, personal representative or beneficiary who has acquired the Stock Right by will or by the laws of descent and distribution (or the legal representative of his estate “Successor Grantee”), unless otherwise specified in the case instrument granting such Stock Right, prior to the earlier of his death) with: (i) (A) any accrued and unpaid Base Salary through one year after the date of termination and any accrued and unused vacation or (ii) the Stock Right’s specified expiration date, provided, however, that a Successor Grantee shall be entitled to ISO treatment under Section 421 of the Code only if the deceased optionee would have been entitled to like treatment had he or she exercised such Option on the date of his or her death provided further in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the event the Successor Grantee exercises an ISO after the date that is one year following the date of termination by reason of death, such ISO will automatically be converted into a NSO subject to the terms of the Plan. (collectivelyb) If a grantee ceases to be employed by the Company and all Related Corporations by reason of disability, “Accrued Obligations”). Accrued Obligations payable under clause he or she shall continue to have the right to exercise any Stock Right held by him or her on the date of termination until unless otherwise specified in the instrument granting such Stock Right, the earlier of (Ai) shall be payable within fifteen one year after the date of termination or (15ii) days the Stock Right’s specified expiration date, provided, however, in the event the grantee exercises an ISO after the date that is one year following the date of terminationtermination by reason of disability, such ISO will automatically be converted into a NSO subject to the terms of the Plan. For the purposes of the Plan, the term “disability” shall mean “permanent and under clause (Btotal disability” as defined in Section 22(e)(3) shall be paid within fifteen (15) days after Executive shall have provided of the Company all required documentation therefor;Code. (iic) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date The provisions of termination, payable when bonuses are paid generally to senior executives for such year; subsections (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committeea) and (b) of this Section 10 regarding the fraction the numerator exercise period of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as a Stock Right may be provided under the Company plans in which Executive participates immediately prior to such termination; and (vii) All of Executive’s other unvested long-term incentive awards granted to Executive through the date of terminationwaived, shall vest extended or be forfeited, and any such vested awards granted as stock options shall be exercisablefurther limited, in accordance with the terms and conditions set forth discretion of the Board or Committee, in such awardsan instrument granting a Stock Right that is not an ISO.

Death; Disability. If The Executive’s employment terminates due to and the Employment Period shall terminate automatically upon the Executive’s death or death. The Company may terminate the Executive’s employment and the Employment Period immediately upon the occurrence of a Disability, then such termination to be effective upon the Company shall pay Executive’s receipt of written notice of such termination. Upon the Executive’s death, or provide in the event that the Executive’s employment and Employment Period ends on account of the Executive’s Disability, the Executive (or the legal representative of his estate in Executive’s estate, as applicable, shall be entitled to the case of his death) withfollowing: (i) (A) any accrued and but unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and Termination Date payable no later than ten (B10) days following the Termination Date; (ii) reimbursement for any unreimbursed expensesbusiness expenses incurred through the Termination Date in accordance with Section 3(f) of this Agreement, incurred and documented payable in accordance with applicable Company plan or policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for all other payments, benefits or fringe benefits to which the fiscal year Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant payable in which such termination occursaccordance with applicable Company plan or policy (the payments described in (i), (ii), and (iii) hereof, collectively, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated BonusAccrued Benefits”); (iv) Any disability insurance benefits, or life insurance proceedsany Annual Bonus for the preceding fiscal year which, as of the case may beTermination Date, has not been paid, and which would have been paid but for Executive’s termination of employment, such Annual Bonus to be paid at the same time as may be provided under annual bonuses for such fiscal year are generally payable to other senior executives of the Company plans (the “Prior-Year Bonus”); (v) a pro-rata portion of the Annual Bonus Executive would have earned for the performance year in which Executive participates immediately prior the Termination Date occurs based on actual performance, with such pro-rata portion determined based on the quotient determined by dividing the number of days between the beginning of the performance period in which such termination occurs and the Termination Date, divided by 365 (the “Pro-Rata Annual Bonus”), which amount shall be paid at such time annual bonuses are paid to such terminationother senior executives of the Company; and (viivi) All effective as of the Termination Date, accelerated vesting of the RSUs and Restricted Cash held by Executive, which will be settled within thirty (30) days following Executive’s other unvested long-term incentive awards granted to Executive through the date of termination, shall vest or be forfeited, and Termination Date. Following any such vested awards granted termination of the Executive’s employment, except as stock options shall be exercisable, in accordance with the terms and conditions set forth in such awardsthis Section 4(b), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Death; Disability. If the Executive’s employment terminates due to Executive’s because of his death as provided in Section 4(a) or Disabilitybecause of a Disability as provided in Section 4(b), then the Company shall pay or provide Executive (or the legal his authorized representative of his estate in the case of his deathor estate) with:shall be entitled to (i) (A) any accrued and unpaid Base Salary the Accrued Obligations earned through the date of termination and any accrued and unused vacation Termination Date (payable at the time provided for in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”Section 5(a). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor;). (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A a pro-rated annual bonus rata portion of the Executive’s Annual Bonus for the fiscal year in which such the Executive’s termination occurs, occurs based on the actual achievement of performance criteria for that year (determined by multiplying the amount of such bonus which shall would be based on actual performance under due for the applicable bonus plan (for this purpose determined at full fiscal year endby a fraction, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance fiscal year through the date of termination that the Executive is employed by the Company and the denominator of which is 365, which pro-rated bonus shall be paid when ) payable at the same time bonuses are paid generally to senior executives for such year are paid to other senior executives of the Company (the “Pro-Rated Rata Bonus”);. (iii) fully vest the Executive on the Termination Date in the Initial Grant and any and all previously granted outstanding equity-incentive awards subject to time-based vesting criteria. (iv) Any disability insurance Subject to the Executive’s or, in the event of his death, his eligible dependents’ timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse the Executive and/or his eligible dependents the monthly premium payable to continue his and his eligible dependents’ participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of eighteen (18) months, provided that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company shall immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or life insurance proceedscause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to withholding. (v) in the case may beof a termination due to Disability, as may be provided under in addition to the Company plans aforementioned awards, continuation of the Base Salary in which Executive participates immediately prior to such termination; and effect on the date of termination until the earlier of (viiA) All the sixth month anniversary of Executive’s other unvested long-term incentive awards granted to Executive through the date of termination, shall vest or be forfeitedand (B) the date Executive is eligible to commence receiving payments under the Company’s long-term disability policy. If the net compensation from the Base Salary is greater than the net compensation from the long-term disability policy, and any such vested awards granted as stock options shall be exercisablethe Company, through the sixth month anniversary of the date of termination will compensate the Executive’s estate the difference in accordance with the terms and conditions set forth in such awardsnet compensation.

Death; Disability. If In the event that Executive dies or becomes ----------------- Disabled (as defined herein), Executive’s 's employment terminates due to Executive’s shall terminate when such death or Disabilityoccurs or, then upon written notice by the Company, at any time after Disability occurs and the Company shall pay or provide Executive (or the his legal representative of his estate in the case of his death) with: (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceedsrepresentative, as the case may be, ) as may be provided under follows: (a) any Base Salary and accrued but unpaid vacation as of the Company plans date of death or termination for Disability; (b) any reimbursement for expenses incurred in which Executive participates immediately prior to such terminationaccordance with Section 3.3; and (viic) All an amount equal to Executive's monthly Base Salary in effect on such termination date for the lesser of (i) six months or (ii) the remainder of the Term, payable as and when such amounts would have been due and payable hereunder had such termination not occurred. The monthly Base Salary with respect to any period during which Executive is Disabled shall be reduced by amounts payable to him under any insurance plan sponsored by the Company and by any governmental disability payments, provided that Executive's aggregate compensation during the period of Disability shall be equal to 100% of his monthly Base Salary then in effect. For purposes of this Agreement, Executive shall be deemed to be "Disabled" or have a "Disability" if, because of Executive’s other unvested long-term incentive awards granted 's physical or mental disability, he has been substantially unable to perform his duties hereunder for twelve (12) work weeks in any twelve (12)-month period. Executive through shall be considered to have been substantially unable to perform his duties hereunder only if he is either (i) unable to reasonably and effectively carry out his duties with reasonable accommodations by the Company or (ii) unable to reasonably and effectively carry out his duties because any reasonable accommodation which may be required would cause the Company undue hardship. In the event of a disagreement concerning Executive's perceived Disability, Executive shall submit to such examinations as are deemed appropriate by three practicing physicians specializing in the area of Executive's Disability, one selected by Executive, one selected by the Company, and one selected by both such physicians. The majority decision of such three physicians shall be final and binding on the parties. Nothing in this paragraph is intended to limit the Company's right to invoke the provisions of this paragraph with respect to any perceived Disability of Executive. Executive acknowledges that the payments referred to in this Section 4.3, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of terminationExecutive's employment under this Section 4.3, constitute the only payments to which Executive (or his legal representative, as the case may be) shall vest be entitled to receive from the Company hereunder in the event of a termination of his employment for death or be forfeitedDisability, and any that except for such vested awards granted payments the Company shall have no further liability or obligation to him (or his legal representatives, as stock options shall be exercisable, the case may be) hereunder or otherwise in accordance with the terms and conditions set forth in such awardsrespect of his employment.

Death; Disability. If The Term and Executive’s employment terminates due to hereunder shall terminate upon Executive’s death or Disability. Upon termination of Executive’s employment hereunder due to death or Disability, then the Company shall pay Executive or provide Executive (or the Executive’s legal representative of his or estate in (as the case of his deathmay be) with: shall be entitled to receive (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expensesAccrued Rights, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; plus (ii) Any unpaid bonus earned with respect an amount equal to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A a pro-rated annual bonus portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the amount of which shall be Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based on upon (a) actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year, as determined at the end of such fiscal year as and (b) the only performance goals applicable to Executive and without any exercise percentage of negative discretion by the Committee) and the fraction the numerator of which is the number of days such fiscal year that shall have elapsed during the performance year through the date of Executive’s termination and the denominator of which is 365employment, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year plus (“Pro-Rated Bonus”); iii) provided that Executive or Executive’s legal representative or estate (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as ) first executes and returns to the Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be provided under entitled as a result of his serving as an officer or director of the Company plans or any Subsidiary) that is in which Executive participates immediately prior form and substance reasonably satisfactory to such termination; andthe Company: (viia) All an amount, payable in a lump sum without discount within 30 days of the date of termination as the result of Executive’s other unvested long-term incentive awards granted death or Disability (subject to Executive Section 6.6), equal to two (2) times the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) the average Annual Bonus actually earned and paid for the last three full calendar years ending prior to the termination date. In the event that there are less than three full calendar years of the Term completed on the date of termination, the average shall be based on the average Annual Bonus actually earned and paid (or payable) during the Term through the date of termination. (b) continued medical benefits for Executive, Executive’s spouse and Executive’s eligible dependents, who at the time of Executive’s termination are enrolled in the Company’s benefits plans provided for a period of twelve (12) months following Executive’s termination of employment. Such benefits shall vest or be forfeitedsubstantially identical to the benefits maintained for other senior executives of the Company, and any such vested awards granted as stock options shall be exercisablecontingent upon Executive’s eligible dependents continuing to fund any applicable “employee portion” of any premiums or other co-pay or employee-funded amounts. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.3(b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. In the event of a termination of employment pursuant to this Section 4.3, each grant made to Executive pursuant to the OIP or any similar plan that is subject to a time based vesting condition shall become vested (i) in accordance with the terms and conditions set forth of the grant or award, or (ii) as though such grant or award had vested in such awardsequal quarterly amounts over the applicable vesting period specified in the grant or award, whichever results in highest number of vested securities or other rights. Executive or his estate shall have (i) thirty days or (ii) the period specified in the grant or award whichever is greater, in which to exercise those rights.

Death; Disability. If If, during the Employment Period, the Executive’s employment terminates due to Executive’s shall terminate on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Disability, then the Company shall have no further obligations to the Executive other than to pay to or provide the Executive (or his estate) the legal representative of his estate in the case of his death) withfollowing: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the Executive’s death or the date on which the Executive becomes Disabled: (A) any accrued and unpaid the Accrued Base Salary through the date Date of termination Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, (C) the Pro Rated Annual Bonus (if any), and (D) an amount equal to one (1) times the Annual Base Salary within 10 days after the Date of Termination. (ii) During the COBRA Period, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any accrued such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof). All Company equity awards and unused vacation other performance incentive awards, other than awards provided pursuant to Sections 2(b)(iv) and (v), (which shall vest as set forth in accordance with Company policy; the applicable award agreement), shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Date of Termination and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the four year anniversary of the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and (vii) All of Executive’s other unvested long-term incentive awards granted to Executive through the date of termination, shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, in accordance with the terms and conditions set forth in such awardsaward was granted.

Death; Disability. If the Executive’s employment terminates due to Executive’s because of his death as provided in Section 4(a) or Disabilitybecause of a Disability as provided in Section 4(b), then the Company shall pay or provide Executive (or his authorized representative or estate) shall be entitled to the legal representative of his estate in the case of his death) withfollowing: (i) (A) any accrued and unpaid Base Salary the Accrued Obligations earned through the date of termination and any accrued and unused vacation applicable Termination Date (payable on or before the time required by law but in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) no event more than 30 days after Executive shall have provided the Company all required documentation thereforapplicable Termination Date); (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A a pro-rated annual bonus rata portion of the Executive’s Annual Bonus, if any, for the fiscal year in which such the Executive’s termination occurs, occurs (determined by multiplying the amount of such bonus which shall would be based on actual performance under due for the applicable bonus plan (for this purpose determined at full fiscal year endby a fraction, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance fiscal year through the date of termination that the Executive is employed by the Company and the denominator of which is 365, which pro-rated bonus shall be paid when ) payable at the same time bonuses are paid generally to senior executives for such year are paid to other senior executives of the Company; (“Proiii) vest the Executive on the applicable Termination Date for any and all previously granted outstanding equity-Rated Bonus”)incentive awards subject to time-based vesting criteria as if the Executive continued to provide services to the Company for 12 months following the applicable Termination Date; (iv) Any disability insurance Subject to the Executive’s or, in the event of his death, his eligible dependents’ timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse the Executive or his eligible dependents the monthly premium payable to continue his and his eligible dependents’ participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of eighteen (18) months, provided that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company shall immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or life insurance proceeds, as cause the case may be, as may reimbursement of claims to be provided taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code (the “Code”), the Company plans in which Executive participates immediately prior paid premiums shall be treated as taxable payments and be subject to such terminationimputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code; and (viiv) All in the case of Executivea termination due to Disability, in addition to the aforementioned awards, continuation of the Base Salary in effect on the Termination Date until the earlier of (A) the 12 month anniversary of the Termination Date, and (B) the date Executive is eligible to commence receiving payments under the Company’s other unvested long-term incentive awards granted to Executive disability policy. If the net compensation from the Base Salary is greater than the net compensation from the long-term disability policy, the Company, through the date 12 month anniversary of termination, shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, the Termination Date will compensate the Executive’s estate the difference in accordance with the terms and conditions set forth in such awardsnet compensation.

Death; Disability. If Executive’s employment terminates due to Executive’s death or Disability, then the Company shall pay or provide Executive (or the legal representative of his estate in the case of his death) with: (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) any accrued and unpaid benefits through the date of termination in accordance with the applicable plan or program; (C) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination termination; and (D) reimbursement for any unpaid reimbursement expenses in accordance with Section 6(d) (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid in accordance with the applicable plan or program, and under clauses (C) and (D) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year endand a fraction, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”)year; (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and (viiv) All of Executive’s other unvested long-term incentive awards granted to Executive through Inducement Awards shall become immediately fully vested. Executive’s Inducement SSARs shall be exercisable for the lesser of one year following the date of termination, termination or the exercise period stated in the award agreement. Any restricted stock units awarded with respect to Inducement PSUs shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, in accordance with the terms and conditions set forth in such awardsbecome immediately fully vested.

Death; Disability. If the Executive’s 's employment terminates due to Executive’s because of his death as provided in Section 4(a) or Disabilitybecause of a Disability as provided in Section 4(b), then the Company shall pay or provide Executive (or the legal his authorized representative of his estate in the case of his deathor estate) withshall be entitled to: (i) (A) any accrued and unpaid Base Salary The Accrued Obligations earned through the date of termination and any accrued and unused vacation in accordance with Company policy; and Termination Date (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through payable at the date of termination (collectively, “Accrued Obligations”Payment Time). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor;. (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A a pro-rated annual bonus rata portion of the Executive's Annual Bonus for the fiscal year in which such the Executive's termination occurs, occurs based on the actual achievement of performance criteria for that year (determined by multiplying the amount of such bonus which shall would be based on actual performance under due for the applicable bonus plan (for this purpose determined at full fiscal year endby a fraction, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance fiscal year through the date of termination that the Executive is employed by the Company and the denominator of which is 365, which pro-rated bonus shall be paid when ) payable at the same time bonuses are paid generally to senior executives for such year are paid to other senior executives of the Company (“the "Pro-Rated Rata Bonus”");. (iviii) Any disability insurance benefits, or life insurance proceeds, Vesting for all previously granted outstanding equity-incentive awards subject to time-based vesting criteria will be accelerated as if the case may be, as may be provided under Executive continued to provide services to the Company plans in which Executive participates immediately prior to such terminationfor twelve (12) months following the Termination Date; and (vii) All of Executive’s other unvested longany outstanding equity-term incentive awards granted subject to Executive through time-based vesting criteria that would not vest during the date of termination, shall vest or twelve (12) months following the Termination Date will be forfeited, and any such . Any vested awards granted as stock options shall be exercisable, exercisable in accordance with the terms and conditions set forth in the related equity plan(s) and/or award agreement(s), or as otherwise set forth on Exhibit A to this Agreement. (iv) Subject to the Executive's or, in the event of his death, his eligible dependents' timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall reimburse the Executive and/or his eligible dependents the monthly premium payable to continue his and his eligible dependents' participation in the Company's group health plan (to the extent permitted under applicable law and the terms of such awardsplan) which covers the Executive (and the Executive's eligible dependents) for a period of eighteen (18) months, provided that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company shall immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the "Act") or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. (v) In the case of a termination due to Disability, in addition to the aforementioned benefits, continuation of the Base Salary in effect on the Terminate Date until the earlier of (A) the twelve month anniversary of the Terminate Date, and (B) the date Executive is eligible to commence receiving payments under the Company's long-term disability policy. If the net compensation from the Base Salary is greater than the net compensation from the longterm disability policy, the Company, through the twelve month anniversary of the Termination Date will compensate the Executive's estate the difference in net compensation.

Death; Disability. If Executive’s the Employee's employment terminates due to Executive’s because of his death as provided in Section 4(a) or Disabilitybecause of a Disability as provided in Section 4(b), then the Company shall pay or provide Executive Employee (or the legal his authorized representative of his estate in the case of his deathor estate) withshall be entitled to: (i) (A) any accrued and unpaid Base Salary The Accrued Obligations earned through the date of termination and any accrued and unused vacation in accordance with Company policy; and Termination Date (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through payable at the date of termination (collectively, “Accrued Obligations”Payment Time). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor;. (ii) Any unpaid bonus earned with respect Vesting for all previously granted outstanding equity-incentive awards subject to time-based vesting criteria will be accelerated as if the Employee continued to provide services to the Company for twelve (12) months following the Termination Date; any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally outstanding equity-incentive awards subject to senior executives for such year; (iii) A protime-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed vesting criteria that would not vest during the performance year through twelve (12) months following the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and (vii) All of Executive’s other unvested long-term incentive awards granted to Executive through the date of termination, shall vest or Termination Date will be forfeited, and any such . Any vested awards granted as stock options shall be exercisable, exercisable in accordance with the terms and conditions set forth in the related equity plan(s) and/or award agreement(s), or as otherwise set forth on Exhibit A to this Agreement. (iii) Subject to the Employee's or, in the event of his death, his eligible dependents' timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall reimburse the Employee and/or his eligible dependents the monthly premium payable to continue his and his eligible dependents' participation in the Company's group health plan (to the extent permitted under applicable law and the terms of such awardsplan) which covers the Employee (and the Employee's eligible dependents) for a period of eighteen (18) months, provided that the Employee is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Company shall immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the "Act") or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. (iv) In the case of a termination due to Disability, in addition to the aforementioned benefits, continuation of the Base Salary in effect on the Terminate Date until the earlier of (A) the twelve month anniversary of the Terminate Date, and (B) the date Employee is eligible to commence receiving payments under the Company's long-term disability policy. If the net compensation from the Base Salary is greater than the net compensation from the longterm disability policy, the Company, through the twelve month anniversary of the Termination Date will compensate the Employee's estate the difference in net compensation.

Death; Disability. If the Executive’s employment terminates due to Executive’s because of his death as provided in Section 4(a) or Disabilitybecause of a Disability as provided in Section 4(b), then the Company shall pay or provide Executive (or the legal his authorized representative of his estate in the case of his deathor estate) withshall be entitled to: (i) (A) any accrued and unpaid Base Salary The Accrued Obligations earned through the date of termination and any accrued and unused vacation Termination Date (payable at the time provided for in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”Section 5(a). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor;). (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus rata portion of the Executive’s Annual Bonus for the fiscal year in which such the Executive’s termination occurs, occurs based on the actual achievement of performance criteria for that year (determined by multiplying the amount of such bonus which shall would be based on actual performance under due for the applicable bonus plan (for this purpose determined at full fiscal year endby a fraction, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance fiscal year through the date of termination that the Executive is employed by the Company and the denominator of which is 365, which pro-rated bonus shall be paid when ) payable at the same time bonuses are paid generally to senior executives for such year are paid to other senior executives of the Company (the “Pro-Rated Rata Bonus”);. (iviii) Any disability insurance Subject to the Executive’s or, in the event of his death, his eligible dependents’ timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse the Executive and/or his eligible dependents the monthly premium payable to continue his and his eligible dependents’ participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of eighteen (18) months, provided that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company shall immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or life insurance proceedscause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to withholding. (v) In the case may beof a termination due to Disability, as may be provided under in addition to the Company plans aforementioned awards, continuation of the Base Salary in which Executive participates immediately prior to such termination; and effect on the date of termination until the earlier of (viiA) All the sixth month anniversary of Executive’s other unvested long-term incentive awards granted to Executive through the date of termination, shall vest or be forfeitedand (B) the date Executive is eligible to commence receiving payments under the Company’s long-term disability policy. If the net compensation from the Base Salary is greater than the net compensation from the long-term disability policy, and any such vested awards granted as stock options shall be exercisablethe Company, through the sixth month anniversary of the date of termination will compensate the Executive’s estate the difference in accordance with the terms and conditions set forth in such awardsnet compensation.

Death; Disability. If If, during the Employment Period, the Executive’s employment terminates due to Executive’s shall terminate on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Disability, then the Company shall have no further obligations to the Executive other than to pay to or provide the Executive (or his estate) the legal representative of his estate in the case of his death) withfollowing: (i) The Company shall pay to or provide the Executive (or his estate) the following within ten (10) business days after the Executive’s death or the date on which the Executive becomes Disabled: (A) any accrued and unpaid the Accrued Base Salary through the date Date of termination Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, (C) the Pro Rated Annual Bonus (if any), and (D) an amount equal to one (1) times the Company Base Salary, within ten (10) days after the Date of Termination. (ii) During the COBRA Period, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any accrued such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of the Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof). Any Company equity awards and unused vacation in accordance with Company policy; other performance incentive awards hereafter granted to the Executive shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve (12) month anniversary of the Date of Termination and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the four (4) year anniversary of the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and (vii) All of Executive’s other unvested long-term incentive awards granted to Executive through the date of termination, shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, in accordance with the terms and conditions set forth in such awardsaward was granted.

Death; Disability. If Executive’s employment terminates due to Executive’s death or Disability, then the Company shall pay or provide Executive (or the legal representative of his estate in the case of his death) with: (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) any accrued and unpaid benefits through the date of termination in accordance with the applicable plan or program; (C) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination termination; and (D) reimbursement for any unpaid relocation expenses in accordance with Section 6(d) (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid in accordance with the applicable plan or program, and under clauses (C) and (D) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year endand a fraction, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”)year; (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and (viiv) All of Executive’s other unvested long-term incentive awards granted to Executive through Inducement Awards shall become immediately fully vested. Executive’s Inducement SSARs shall be exercisable for the lesser of one year following the date of termination, termination or the exercise period stated in the award agreement. Any restricted stock units awarded with respect to 2007 PSUs shall vest or be forfeitedbecome immediately fully vested, and any such vested awards granted as restricted stock options units to be awarded with respect to 2007 PSUs shall be exercisablefully vested immediately upon award. If Executive’s termination of employment occurs prior to 2008, in accordance then restricted stock units shall be awarded with respect to 2007 PSUs based upon performance for all of the terms and conditions set forth in such awardscalendar year 2007.

Death; Disability. If In the event that Executive dies or becomes Disabled (as defined herein) during the Term, Executive’s employment terminates due to Executive’s shall terminate either (i) when such death occurs, or (ii) upon written notice by the Company at any time after Disability occurs (provided that, in the event of any Disability, then the Company shall have the right, but not the obligation, to terminate this Agreement), and, in either event, and, subject to Section 4.10, the Company shall pay or provide Executive (or the his legal representative of his estate in the case of his death) with: (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceedsrepresentative, as the case may be, ) as may be provided under follows: (a) any Base Salary and vacation time accrued but unpaid as of the Company plans date of death or termination for Disability; (b) any reimbursement for expenses incurred in which Executive participates immediately prior to such terminationaccordance with Section 3.2; and (viic) All an amount equal to Executive’s annual Base Salary in effect on such termination date multiplied by 2, payable in a single lump sum on the sixtieth (60th) business day following the termination date; provided, however, that, in the event Executive is eligible to participate in, and is covered by, the Company’s basic life insurance group benefit plan, the Company’s obligation under this subsection 4.4(c) shall be reduced by the amount paid pursuant to such basic life insurance group benefit plan as a result of Executive’s death. The Company shall reasonably cooperate with Executive in transferring the right to receive such payment or life insurance benefit to a trust or such other unvested long-estate planning vehicle as Executive may establish during the term incentive awards granted of this agreement. For the purposes of this Agreement, Executive shall be deemed to be “Disabled” or have a “Disability” if, because of Executive’s physical or mental disability, he has been substantially unable to perform his duties hereunder for twelve (12) work weeks in any twelve (12) month period. Executive through shall be considered to have been substantially unable to perform his duties hereunder only if he is either (a) unable to reasonably and effectively carry out his duties with reasonable accommodations by the Company or (b) unable to reasonably and effectively carry out his duties because any reasonable accommodation which may be required would cause the Company undue hardship. In the event of a disagreement concerning Executive’s perceived Disability, Executive shall submit to such examinations as are deemed appropriate by three practicing physicians specializing in the area of Executive’s Disability, one selected by Executive, one selected by the Company, and one selected by both such physicians. The majority decision of such three physicians shall be final and binding on the parties. Nothing in this paragraph is intended to limit the Company’s right to invoke the provisions of this paragraph with respect to any perceived Disability of Executive. Notwithstanding the foregoing, to the extent and for the period required by any state or federal family and medical leave law, upon Executive’s request (i) he shall be considered to be on unpaid leave of absence and not terminated, (ii) his group health benefits shall remain in full force and effect, and (iii) if Executive recovers from any such Disability, at that time, to the extent required by any state or federal family and medical leave law, upon Executive’s request, he shall be restored to his position hereunder or to an equivalent position, as the Company may determine, and the Term of Executive’s employment hereunder shall be reinstated effective upon such restoration. The Term shall not be extended by reason of such intervening leave of absence, nor shall any compensation or benefits accrue in excess of those required by law during such intervening leave of absence. Upon the expiration of any such rights, unless Executive has been restored to a position with the Company, he shall thereupon be considered terminated. Executive acknowledges that the payments referred to in this Section 4.4, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of terminationExecutive’s employment under this Section 4.4, constitute the only payments which Executive (or his legal representative, as the case may be) shall vest be entitled to receive from the Company hereunder in the event of a termination of his employment for death or be forfeitedDisability, and any such vested awards granted the Company shall have no further liability or obligation to him (or his legal representatives, as stock options shall be exercisable, the case may be) hereunder or otherwise in accordance with the terms and conditions set forth in such awardsrespect of his employment.

Death; Disability. If Executive’s employment with the Company terminates by reason of Executive’s death or of Executive’s Disability, then the Company will pay to Executive’s estate Executive’s Accrued Compensation within 30 days after the Executive’s termination (with the payment date during such 30 day period to be determined by the Company in its sole discretion), and all outstanding equity incentive awards held by Executive (but expressly excluding any Performance Shares and Executive’s benefits, if any, under the Executive Capital Accumulation Plan) at the time of Executive’s death will become fully vested and, to the extent applicable, shall remain exercisable until the earlier of (A) the date that is two (2) years after the date of Executive’s death or (B) its originally scheduled expiration date, but no earlier than one year after the Executive’s death. Additionally, Executive’s estate shall be entitled to a pro rata portion of Executive’s target annual cash incentive award established for the fiscal year in which Executive’s employment terminates due to Executive’s death or Disability, then the Company shall pay or provide Executive (or the legal representative of his estate in the case of his death) with: (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is proportion that the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and (vii) All of Executive’s other unvested long-term incentive awards granted actual service to the Company during such fiscal year bears to the number of days in such fiscal year). Executive’s estate shall also be entitled to receive the number of Performance Shares that would have been earned if Executive through had served the date Company for the entire Performance Period and the Company’s performance during such period had been the target performance for the Performance Period. To the extent Executive and/or Executive’s covered dependent(s) continue to participate in the Company’s group health plan(s) after Executive’s death pursuant to COBRA, the Company will provide reimbursement of termination, shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, COBRA coverage premiums in accordance with the terms provisions of Section 7 paid by Executive’s covered dependent(s) so that such covered dependent(s) enjoy coverage at the same benefit level and conditions set forth in to the same extent and for the same effective contribution, if any, as participation is available to other executive officers of the Company, for as long as such awardscoverage is required to be made available under COBRA. Additionally, following such termination of employment, Executive shall not be required to repay the Sign On Bonus.

Death; Disability. If The Term and Executive’s employment terminates due to hereunder shall terminate upon Executive’s death or Disability. Upon termination of Executive’s employment hereunder due to death or Disability, then the Company shall pay Executive or provide Executive (or the Executive’s legal representative of his or estate in (as the case of his deathmay be) with: shall be entitled to receive (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expensesAccrued Rights, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; plus (ii) Any unpaid bonus earned with respect an amount equal to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A a pro-rated annual bonus portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the amount of which shall be Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based on upon (a) actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year, as determined at the end of such fiscal year as and (b) the only performance goals applicable to Executive and without any exercise percentage of negative discretion by the Committee) and the fraction the numerator of which is the number of days such fiscal year that shall have elapsed during the performance year through the date of Executive’s termination and the denominator of which is 365employment, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year plus (“Pro-Rated Bonus”); iii) provided that Executive or Executive’s legal representative or estate (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as ) first executes and returns to the Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be provided under entitled as a result of his serving as an officer or Director of the Company plans or any Subsidiary) that is in which Executive participates immediately prior form and substance reasonable satisfactory to such termination; andthe Company: (viia) All an amount, payable in a lump sum without discount 30 days after the date of termination as a result of Executive’s other unvested long-term incentive awards granted death or Disability (subject to Executive Section 6.20) equal to two (2) times the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) the average Annual Bonus actually earned and paid with respect to the last three full calendar years of the Term completed prior to the date of termination. In the event that there are less than three full calendar years of the Term completed by the date of termination, such average shall be based on the average Annual Bonus(es) actually earned and paid (or, if no Annual Bonus has been earned or paid by such termination date, the amount of the maximum Target Bonus Amount for the year of termination shall replace the average Annual Bonus in clause (ii) above) during the Term through the date of termination. In addition, any calculation pursuant to clause (ii) above will be based only on Annual Bonus amounts (or Target Bonus Amounts, as applicable) for Executive in Executive’s employment capacity at the time of termination (i.e., CIO or CEO, as applicable) without reference to amounts earned and paid with respect to any prior capacity Executive served for the Company. (b) continued medical benefits for Executive, Executive’s spouse and Executive’s eligible dependents, who at the time of Executive’s termination are enrolled in the Company’s benefits plan provided for a period of twelve (12) months following the Executive’s termination of employment. Such benefits shall vest or be forfeitedsubstantially identical to benefits maintained for other senior executives of the Company, and any such vested awards granted as stock options shall be exercisablecontingent upon Executive’s eligible dependents continuing to fund any applicable “employee portion” of any premiums of other co-pay or employee funded amounts. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.3 (b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. (c) In the event of a termination of employment pursuant to this Section 4.3, each grant made to Executive pursuant to the OIP or any similar plan that is subject to a time based vesting condition shall become vested (i) in accordance with the terms and conditions set forth of the grant or award, or (ii) as though such grant or award had vested in equal quarterly amounts over the applicable vesting period specified in the grant or award, whichever results in highest number of vested securities or other rights. Executive or his estate shall have (i) thirty days or (ii) the period specified in the grant or award whichever is greater, in which to exercise those rights; provided that in no event shall such awardsexercise period be extended past the date the grant or award expires by its terms.

Death; Disability. If the Executive’s employment terminates due to Executive’s because of her death as provided in section 4(a) or Disabilitybecause of Disability as provided in Section 4(b), then the Company shall pay or provide Executive (or her authorized representative or beneficiary) shall be entitled to the legal representative of his estate in the case of his death) withfollowing: (i) (A) any accrued and unpaid Base Salary the Accrued obligations earned through the date of termination and any accrued and unused vacation applicable Termination Date (payable on or before the time required by law but in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) no event more than30 days after Executive shall have provided the Company all required documentation thereforapplicable Termination Date); (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A a pro-rated annual bonus rata of the Executive’s Annual Bonus, if any, for the fiscal year in which such the Executive’s termination occurs, occurs (determined by multiplying the amount of such bonus which shall would be based on actual performance under due for the applicable bonus plan (for this purpose determined at full fiscal year endby a fraction, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance fiscal year through the date of termination that the Executive is employed by the Company and the denominator of which is 365, which pro-rated bonus shall be paid when ) payable at the same time bonuses are paid generally to senior executives for such year are paid to other senior executives of the Company; (“Proiii) vest the Executive on the applicable Termination Date for any and all previously granted outstanding equity-Rated Bonus”)incentive awards subject to time-based vesting criteria as if the Executive continued to provide services to the Company for 12 months following the applicable Termination Date; (iv) Any disability insurance Subject to the Executive’s or, in the event of her death, her eligible dependents’ timely election of continuation of coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse the Executive dependents’ participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of eighteen (18) months, provided that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company shall immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or life insurance proceeds, as cause the case may be, as may reimbursement of claims to be provided taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code (the “Code”), the Company plans in which Executive participates immediately prior paid premiums shall be treated as taxable payments and be subject to such terminationimputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code; and (viiv) All In the case of Executivea termination due to Disability, in addition to the aforementioned awards, continuation of Base Salary in effect on Termination Date until the earlier of (A) the 12 month anniversary of the Termination Date, and (B) the date Executive is eligible to commence receiving payments under the Company’s other unvested long-term incentive awards granted to Executive disability policy. If the net compensation from the Base Salary is greater than the net compensation from the long-term disability policy, the Company, through the date 12 month anniversary of termination, shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, the Termination Date will compensate the Executive the difference in accordance with the terms and conditions set forth in such awardsnet compensation.

Death; Disability. If the Executive’s employment terminates due to Executive’s because of his death as provided in section 4(a) or Disabilitybecause of Disability as provided in Section 4(b), then the Company shall pay or provide Executive (or his authorized representative or beneficiary) shall be entitled to the legal representative of his estate in the case of his death) withfollowing: (i) (A) any accrued and unpaid Base Salary the Accrued obligations earned through the date of termination and any accrued and unused vacation applicable Termination Date (payable on or before the time required by law but in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) no event more than30 days after Executive shall have provided the Company all required documentation thereforapplicable Termination Date); (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A a pro-rated annual bonus rata of the Executive’s Annual Bonus, if any, for the fiscal year in which such the Executive’s termination occurs, occurs (determined by multiplying the amount of such bonus which shall would be based on actual performance under due for the applicable bonus plan (for this purpose determined at full fiscal year endby a fraction, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance fiscal year through the date of termination that the Executive is employed by the Company and the denominator of which is 365, which pro-rated bonus shall be paid when ) payable at the same time bonuses are paid generally to senior executives for such year are paid to other senior executives of the Company; (“Proiii) vest the Executive on the applicable Termination Date for any and all previously granted outstanding equity-Rated Bonus”)incentive awards subject to time-based vesting criteria as if the Executive continued to provide services to the Company for 12 months following the applicable Termination Date; (iv) Any disability insurance Subject to the Executive’s or, in the event of his death, his eligible dependents’ timely election of continuation of coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse the Executive dependents’ participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of eighteen (18) months, provided that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company shall immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or life insurance proceeds, as cause the case may be, as may reimbursement of claims to be provided taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code (the “Code”), the Company plans in which Executive participates immediately prior paid premiums shall be treated as taxable payments and be subject to such terminationimputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code; and (viiv) All In the case of Executivea termination due to Disability, in addition to the aforementioned awards, continuation of Base Salary in effect on Termination Date until the earlier of (A) the 12 month anniversary of the Termination Date, and (B) the date Executive is eligible to commence receiving payments under the Company’s other unvested long-term incentive awards granted to Executive disability policy. If the net compensation from the Base Salary is greater than the net compensation from the long-term disability policy, the Company, through the date 12 month anniversary of termination, shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, the Termination Date will compensate the Executive the difference in accordance with the terms and conditions set forth in such awardsnet compensation.

Death; Disability. If Executive’s In addition to the entitlements set forth in subparagraph (a) above, in the event that, prior to expiration of the Term, your employment terminates due to Executive’s on account of your death or is terminated by the Company on account of your Disability, then the Company you shall pay or provide Executive (or the legal representative of his estate in the case of his death) with: be entitled to (i) (A) any accrued and unpaid Base Salary through the date portion of termination and any accrued and unused vacation the Annual Bonus, if any, payable in accordance with Company policy; and (B) reimbursement cash for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of fiscal year immediately prior to such termination, and under clause (B) shall to the extent such Annual Bonus has not already been paid, payable at the time such Annual Bonus would otherwise be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; "Prior Year Cash Bonus"), and (ii) Any unpaid bonus earned with respect the portion of the Annual Bonus, if any, that would have been paid to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus you in cash for the fiscal year in which such termination occurs, occurs on the amount assumption that target level of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year was achieved, payable at such time that such Annual Bonus would have been paid had your employment not so terminated, but prorated for the portion of the fiscal year that you were actually employed (“Pro-Rated the "Prorated Cash Bonus”"); (iv) Any disability insurance benefits. In addition, any share option, restricted stock unit or other award relating to the Shares, or life insurance proceedsany securities or other consideration into which such Shares are converted in connection with a Change in Control, as whether granted pursuant to the case may be, as may be provided under Primus Guaranty 2004 Stock Incentive Plan or otherwise (a "Stock Award") outstanding at the time of your termination of employment that would have become nonforfeitable solely by reason of your having remained employed by the Company plans in which Executive participates immediately prior to such termination; and (viia "Service-Based Stock Award") All shall become fully vested. Any Stock Award that would have become nonforfeitable by reason of Executive’s other unvested long-term incentive awards granted to Executive both your having remained employed by the Company through the date end of terminationa specified performance period, and the Company or Primus Guaranty achieving a pre-established level of performance during such performance period (a "Performance-Based Stock Award"), shall vest or be forfeitedon the assumption that targeted level of performance would have been achieved, and any such vested awards granted as stock options vesting shall be exercisableprorated to reflect the portion of the performance period that you were actually employed. Any Stock Award that is a share option and that is or becomes vested upon your termination of employment by reason of your death or Disability shall remain exercisable for the one year period following such termination of employment, subject to the provisions of the applicable plan pursuant to which such share option was granted governing the rights of the committee under such plan to take actions in accordance connection with the terms corporate transactions, reorganizations and conditions set forth in such awardsother similar events.

Death; Disability. If Executive’s your employment terminates due to Executive’s hereunder is terminated by reason of your death or DisabilityDisability (as defined below), then the Company shall pay or provide Executive will have no further obligation to you under this Letter Agreement except that you (or your heirs or estate, if applicable) will be paid those obligations accrued hereunder to the legal representative date of his estate in the case your employment termination, consisting only of his death) with: (i) (A) any accrued and unpaid Base Salary to the extent unpaid through the date of termination and termination, which will be paid to you in a lump sum within 15 days after your employment termination, (ii) any deferred compensation earned but not yet paid (together with any accrued and unused vacation earnings thereon), which will be paid in accordance with the payment provisions of the applicable plan(s), (iii) any annual Incentive Compensation due to you for the last full fiscal year of the Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through ending prior to the date of termination (collectivelyif not previously paid) which shall be paid no later than the time specified in the last sentence of Section 5(c) above, “Accrued Obligations”). Accrued Obligations payable under clause (iv) the product of (A) shall be the annual Incentive Compensation actually payable within fifteen (15) days following to you for the date current fiscal year of terminationthe Company, and under clause multiplied by (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of terminationa fraction, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed in such fiscal year during which you were employed by the performance year through the date of termination Company, and the denominator of which is 365365 (such amount to be paid to you when and as such Incentive Compensation is paid to senior executive officers of the Company generally, but no later than the time specified in the last sentence of Section 5(c) above), (v) to the extent consistent with Company policy, any accrued and unpaid vacation pay and payment for unreimbursed expenses, which pro-rated bonus shall will be paid when bonuses are paid generally to you in a lump sum within 15 days after your termination of employment, and (vi) any other amounts or benefits owing to you or your beneficiaries under the then applicable benefit plans, policies and programs of the Company with respect to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefitsexecutive officers, or life insurance proceeds, as the case may be, as may which will be provided under the Company plans in which Executive participates immediately prior paid to such termination; and (vii) All of Executive’s other unvested long-term incentive awards granted to Executive through the date of termination, shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, you in accordance with the terms payment provisions of such benefits plans, policies or programs. (All amounts determined pursuant to the provisions of in clauses (i) through (vi) above are hereinafter referred to as the "ACCRUED OBLIGATIONS"). Upon such employment termination, if and conditions set forth to the extent provided to members of senior management, you will vest in equity-related awards with respect to shares of Company capital stock previously granted to you, and such awards will remain exercisable following termination, in each case to the extent provided or to be provided to members of senior management; provided, however, that the post-termination exercise period with regard to stock options will be at least three years (but not beyond the original term of such awards.). Nothing herein will be

Death; Disability. If Executive’s employment with the Company terminates due to by reason of Executive’s death or of Executive’s Disability, then the Company shall will pay or provide Executive (or the legal representative of his estate to Executive’s estate, in the case of his Executive’s death, or to Executive or Executive’s guardian, in the case of Executive’s Disability, Executive’s Accrued Compensation within 30 days after the Executive’s termination (with the payment date during such 30 day period to be determined by the Company in its sole discretion, except as required by applicable law), and all outstanding equity incentive awards held by Executive (but expressly excluding any performance-based restricted stock unit awards and other performance-based equity compensation awards (collectively, the “Performance Shares”) with: (iand Executive’s benefits, if any, under the Executive Capital Accumulation Plan) at the time of Executive’s death or Disability will become fully vested and, to the extent applicable, shall remain exercisable until the earlier of (A) any accrued and unpaid Base Salary through the date that is two (2) years after the date of Executive’s death or termination and any accrued and unused vacation in accordance with Company policy; and due to Disability or (B) reimbursement for any unreimbursed expensesits originally scheduled expiration date. Additionally, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, Executive’s guardian or life insurance proceedsestate, as the case may be, as may shall be provided under the Company plans in which Executive participates immediately prior entitled to such termination; and (vii) All a pro rata portion of Executive’s other unvested long-term target annual cash incentive awards granted award established for the fiscal year in which Executive’s employment terminates due to death or Disability (based on the proportion that the number of days of Executive’s actual service to the Company during such fiscal year bears to the number of days in such fiscal year). Executive through or Executive’s guardian or estate, as the date of terminationcase may be, shall vest also be entitled to receive the number of Performance Shares that would have been earned if Executive had served the Company for the entire performance period applicable to any Performance Shares (the “Performance Period”) and the Company’s performance during such period had been the target performance for the Performance Period. To the extent Executive and/or Executive’s covered dependent(s) continue to participate in the Company’s group health plan(s) pursuant to COBRA after Executive’s death or be forfeitedtermination of employment by reason of Disability, and any such vested awards granted as stock options shall be exercisableunless prohibited by applicable law, the Company will provide reimbursement of COBRA coverage premiums in accordance with the terms provisions of Section 7 paid by Executive and/or Executive’s covered dependent(s) so that Executive and/or any such covered dependent(s) enjoy coverage at the same benefit level and conditions set forth to the same extent and, in the case of death, at no out-of-pocket cost to Executive and/or Executive’s covered dependents and, in the case of Disability, for the same effective contribution, if any, as participation is available to other executive officers of the Company, for as long as such awardscoverage is required to be made available under COBRA.

Death; Disability. If Executive’s employment terminates due to Executive’s death or Disability, then the Company shall pay or provide Executive (or the legal representative of his estate in the case of his death) with: (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; (B) any accrued and unpaid benefits through the date of termination in accordance with the applicable plan or program; and (BC) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, under clause (B) shall be paid in accordance with the applicable plan or program, and under clause (BC) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year endand a fraction, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”)year; (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and (viiv) All of Executive’s other unvested long-term incentive awards granted to Executive through Inducement Awards shall become immediately fully vested. Executive’s Inducement SSARs shall be exercisable for the lesser of one year following the date of termination, termination or the exercise period stated in the award agreement. Any restricted stock units awarded with respect to 2007 PSUs shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, in accordance with the terms and conditions set forth in such awardsbecome immediately fully vested.

Death; Disability. If Subject to Section 5.1(e), if, during the Employment Period, the Executive’s employment terminates is terminated due to the Executive’s death or Disability, then the Company shall pay or provide to the Executive (or to the legal representative of his Executive’s estate in if the case of his death) withExecutive has died: (i) The Accrued Obligation within thirty (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (1530) days following the Date of Termination or such earlier date of termination, and under clause (B) shall as may be paid within fifteen (15) days after Executive shall have provided the Company all required documentation thereforby applicable law; (ii) Any unpaid bonus earned The Benefit Obligation at the times specified in and in accordance with respect to any fiscal year ending on or preceding the date terms of termination, payable when bonuses are paid generally to senior executives for such yearthe applicable employee benefit plans and compensation arrangements; (iii) A pro-rated annual bonus Annual Bonus for the fiscal year in which such termination occursthe Date of Termination occurs based on actual performance results as determined by the Compensation Committee, multiplied by a fraction, the amount numerator of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during of the performance Executive’s actual employment in the year through in which the date Date of termination Termination occurs and the denominator of which is 365shall be the total number of days in the year in which the Date of Termination occurs, which pro-rated bonus amount shall be paid when at the time that bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”)are otherwise paid to the Company’s active executives; (iv) Any disability insurance benefitsVesting of all non-performance-based equity awards held by the Executive shall be accelerated and such awards shall be settled, and, in the case of share appreciation rights and share options, remain outstanding, for the remainder of their terms; (v) Vesting of any outstanding and unvested Sign-on LILAB Award shall be accelerated in full based upon actual performance as of the Date of Termination, as certified by the Compensation Committee as soon as practicable following the Date of Termination; provided, however, that the Parent may, in the sole discretion of the Compensation Committee, require the Executive or life insurance proceedsthe Executive’s estate to exchange the Class B Shares issued as a result of the vesting of the Sign-on LILAB Award, including the unrestricted Class B Shares that vest on July 28, 2022, for (A) Class A Shares on a 1:1 basis and (B) a number of Class C Shares with a value equal to One Million Dollars ($1,000,000), with the number of Class C Shares to be issued being determined by dividing $1,000,000 by the average closing price of Class C Shares for the five trading days immediately following the Date of Termination; (vi) If the Executive’s death or termination due to Disability occurs during the Employment Period and prior to the last day of the performance period for any performance share unit awards (or other performance-based awards) granted as part of an Annual Equity Grant, then the Executive shall be entitled to pro-rated vesting of such awards, based upon (1) (A) target performance if the Executive’s death or Disability occurs during the first year of the performance period for the applicable performance-based award or (B) actual performance if the Executive’s death or Disability occurs after the first year of the performance period for the applicable performance based award, and (2) the number of days during the applicable performance period that the Executive was employed by the Company divided by the total number of days in such performance period. The achievement of the pre-determined metrics for the performance share units (or other awards) granted as part of any Annual Equity Grant will be determined by the Compensation Committee at the end of the year during which the Executive ceased providing services and the earned performance share units (or other awards) granted as part of any Annual Equity Grant or otherwise, after proration as described in the prior sentence, shall be paid no later than March 15 of the year following the year during which the Executive ceased providing services; and (vii) If the Executive’s death occurs during the Employment Period, the Executive’s spouse and eligible dependents shall be entitled to continue participation in all welfare benefit plans, practices, policies and programs in which the Executive and the Executive’s spouse and eligible dependents participate in immediately prior to the Date of Termination during the period beginning on the Date of Termination and ending on the date that is eighteen (18) months after the Date of Termination. If the Executive’s termination due to Disability occurs during the Employment Period, the Executive and the Executive’s spouse and eligible dependents, as the case may be, as may shall be provided under the Company plans entitled to continue participation in all welfare benefit plans, practices, policies and programs in which the Executive participates and the Executive’s spouse and eligible dependents participate in immediately prior to such termination; and the Date of Termination during the period beginning on the Date of Termination and ending on the earlier of (viiA) All of Executive’s other unvested long-term incentive awards granted to Executive through the date that is eighteen (18) months after the Date of termination, shall vest Termination or be forfeited, and any (B) such vested awards granted as stock options shall be exercisable, in accordance with date that the terms and conditions set forth in such awardsExecutive obtains similar coverage from a subsequent employer.

Death; Disability. If The Term and Executive’s employment terminates due to hereunder shall terminate upon Executive’s death or Disability. Upon termination of Executive’s employment hereunder due to death or Disability, then the Company shall pay Executive or provide Executive (or the Executive’s legal representative of his or estate in (as the case of his deathmay be) with: shall be entitled to receive (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expensesAccrued Rights, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; plus (ii) Any unpaid bonus earned with respect an amount equal to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A a pro-rated annual bonus portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the amount of which shall be Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based on upon (a) actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year, as determined at the end of such fiscal year as and (b) the only performance goals applicable to Executive and without any exercise percentage of negative discretion by the Committee) and the fraction the numerator of which is the number of days such fiscal year that shall have elapsed during the performance year through the date of Executive’s termination and the denominator of which is 365employment, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year plus (“Pro-Rated Bonus”); iii) provided that Executive or Executive’s legal representative or estate (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as ) first executes and returns to the Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be provided under entitled as a result of his serving as an officer or director of the Company plans or any Subsidiary) that is in which Executive participates immediately prior form and substance reasonably satisfactory to such termination; andthe Company: (viia) All an amount, payable in a lump sum without discount within 30 days of the date of termination as the result of Executive’s other unvested long-term incentive awards granted death or Disability (subject to Executive Section 6.6), equal to two (2) times the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) the average Annual Bonus actually earned and paid for the last three full calendar years ending prior to the termination date. In the event that there are less than three full calendar years of the Term completed on the date of termination, the average shall be based on the average Annual Bonus actually earned and paid (or payable) during the Term through the date of termination. (b) continued medical benefits for Executive, Executive’s spouse and Executive’s eligible dependents, who at the time of Executive’s termination are enrolled in the Company’s benefits plans provided for a period of twelve (12) months following Executive’s termination of employment. Such benefits shall vest or be forfeitedsubstantially identical to the benefits maintained for other senior executives of the Company, and any such vested awards granted as stock options shall be exercisablecontingent upon Executive’s eligible dependents continuing to fund any applicable “employee portion” of any premiums or other co-pay or employee-funded amounts. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.3(b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. In the event of a termination of employment pursuant to this Section 4.3, each grant made to Executive pursuant to the OIP or any similar plan that is subject to a time based vesting condition shall become vested (i) in accordance with the terms and conditions set forth of the grant or award, or (ii) as though such grant or award had vested in such awardsequal quarterly amounts over the applicable vesting period specified in the grant or award, whichever results in highest number of vested securities or other rights. Executive or his estate shall have (i) thirty days or (ii) the period specified in the grant or award whichever is greater, in which to execute those rights.

Death; Disability. If the Executive’s employment terminates due to Executive’s because of his death as provided in Section 4(a) or Disabilitybecause of a Disability as provided in Section 4(b), then the Company shall pay or provide Executive (or his authorized representative or estate) shall be entitled to the legal representative of his estate in the case of his death) withfollowing: (i) (A) any accrued and unpaid Base Salary the Accrued Obligations earned through the date of termination and any accrued and unused vacation applicable Termination Date (payable on or before the time required by law but in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) no event more than 30 days after Executive shall have provided the Company all required documentation thereforapplicable Termination Date); (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A a pro-rated annual bonus rata portion of the Executive’s Annual Bonus, if any, for the fiscal year in which such the Executive’s termination occurs, occurs (determined by multiplying the amount of such bonus which shall would be based on actual performance under due for the applicable bonus plan (for this purpose determined at full fiscal year endby a fraction, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance fiscal year through the date of termination that the Executive is employed by the Company and the denominator of which is 365, which pro-rated bonus shall be paid when ) payable at the same time bonuses are paid generally to senior executives for such year are paid to other senior executives of the Company; (“Proiii) vest the Executive on the applicable Termination Date for any and all previously granted outstanding equity-Rated Bonus”)incentive awards subject to time-based vesting criteria as if the Executive continued to provide services to the Company for twelve (12) months following the applicable Termination Date; (iv) Any disability insurance subject to the Executive’s or, in the event of his death, his eligible dependents’ timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse the Executive or his eligible dependents the monthly premium payable to continue his and his eligible dependents’ participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of eighteen (18) months, provided that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company shall immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or life insurance proceeds, as cause the case may be, as may reimbursement of claims to be provided taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code (the “Code”), the Company plans in which Executive participates immediately prior paid premiums shall be treated as taxable payments and be subject to such terminationimputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code; and (viiv) All in the case of Executivea termination due to Disability, in addition to the aforementioned awards, continuation of the Base Salary in effect on the Termination Date until the earlier of (A) the twelve month anniversary of the Termination Date, and (B) the date Executive is eligible to commence receiving payments under the Company’s other unvested long-term incentive awards granted to Executive disability policy. If the net compensation from the Base Salary is greater than the net compensation from the long-term disability policy, the Company, through the date twelve month anniversary of termination, shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, the Termination Date will compensate the Executive’s estate the difference in accordance with the terms and conditions set forth in such awardsnet compensation.

Death; Disability. If The Term and Executive’s employment terminates due to hereunder shall terminate upon Executive’s death or Disability. Upon termination of Executive’s employment hereunder due to death or Disability, then the Company shall pay Executive or provide Executive (or the Executive’s legal representative of his or estate in (as the case of his deathmay be) with: shall be entitled to receive (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expensesAccrued Rights, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; plus (ii) Any unpaid bonus earned with respect an amount equal to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A a pro-rated annual bonus portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the amount of which shall be Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based on upon (a) actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year, as determined at the end of such fiscal year as and (b) the only performance goals applicable to Executive and without any exercise percentage of negative discretion by the Committee) and the fraction the numerator of which is the number of days such fiscal year that shall have elapsed during the performance year through the date of Executive’s termination and the denominator of which is 365employment, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year plus (“Pro-Rated Bonus”); iii) provided that Executive or Executive’s legal representative or estate (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as ) first executes and returns to the Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be provided under entitled as a result of his serving as an officer or Director of the Company plans or any Subsidiary) that is in which Executive participates immediately prior form and substance reasonable satisfactory to such termination; andthe Company: (viia) All an amount, payable in a lump sum without discount within 30 days of the date of termination as a result of Executive’s other unvested long-term incentive awards granted death or Disability (subject to Executive Section 6.20) equal to the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) the average Annual Bonus actually earned and paid for the last three full calendar years of the Term completed on the date of termination. In the event that there are less than three full calendar years of the Term completed on the date of termination, the average shall be based on the average Annual Bonus actually earned and paid (or payable) during the Term through the date of termination. (b) continued medical benefits for Executive, Executive’s spouse and Executive’s eligible dependents, who at the time of Executive’s termination are enrolled in the Company’s benefits plan provided for a period of twelve (12) months following the Executive’s termination of employment. Such benefits shall vest or be forfeitedsubstantially identical to benefits maintained for other senior executives of the Company, and any such vested awards granted as stock options shall be exercisablecontingent upon Executive’s eligible dependents continuing to fund any applicable “employee portion” of any premiums of other co-pay or employee funded amounts. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.3 (b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. In the event of a termination of employment pursuant to this Section 4.3, each grant made to Executive pursuant to the OIP or any similar plan that is subject to a time based vesting condition shall become vested (i) in accordance with the terms and conditions set forth of the grant or award, or (ii) as though such grant or award had vested in equal quarterly amounts over the applicable vesting period specified in the grant or award, whichever results in highest number of vested securities or other rights. Executive or his estate shall have (i) thirty days or (ii) the period specified in the grant or award whichever is greater, in which to exercise those rights; provided that in no event shall such awardsexercise period be extended past the date the grant or award expires by its terms.

Death; Disability. If In the event that Executive dies or becomes Disabled (as defined herein) during the Term, Executive’s 's employment terminates due to Executive’s shall terminate when such death or Disability, then Disability occurs and the Company shall pay or provide Executive (or the his legal representative of his estate in the case of his death) with: (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceedsrepresentative, as the case may be, ) as may be provided under follows: (a) any Base Salary and vacation time accrued but unpaid as of the Company plans date of death or termination for Disability; (b) any reimbursement for expenses incurred in which Executive participates immediately prior to such terminationaccordance with Section 3.2.; and (viic) All an amount equal to Executive's monthly Base Salary in effect on such termination date for the lesser of (i) six (6) months or (ii) the remainder of the Term, payable as and when such amounts would have been due and payable hereunder had such termination not occurred. The monthly Base Salary with respect to any period during which Executive is Disabled shall be reduced by amounts payable to him under any insurance plan sponsored by the Company, provided that Executive's aggregate compensation during the period of Disability shall be equal to 100% of his monthly Base Salary then in effect. For the purposes of this Agreement, Executive shall be deemed to be "Disabled" or have a "Disability" if, because of Executive’s other unvested long-term incentive awards granted 's physical or mental disability, he has been substantially unable to perform his duties hereunder for twelve (12) work weeks in any twelve (12) month period. Executive through shall be considered to have been substantially unable to perform his duties hereunder only if he is either (a) unable to reasonably and effectively carry out his duties with reasonable accommodations by the Company or (b) unable to reasonably and effectively carry out his duties because any reasonable accommodation which may be required would cause the Company undue hardship. In the event of a disagreement concerning Executive's perceived Disability, Executive shall submit to such examinations as are deemed appropriate by three practicing physicians specializing in the area of Executive's Disability, one selected by Executive, one selected by the Company, and one selected by both such physicians. The majority decision of such three physicians shall be final and binding on the parties. Nothing in this paragraph is intended to limit the Company's right to invoke the provisions of this paragraph with respect to any perceived Disability of Executive. Notwithstanding the foregoing, to the extent and for the period required by any state or federal family and medical leave law, upon Executive's request (i) he shall be considered to be on unpaid leave of absence and not terminated, (ii) his group health benefits shall remain in full force and effect, and (iii) if Executive recovers from any such Disability, at that time, to the extent required by any state or federal family and medical leave law, upon Executive's request, he shall be restored to his position hereunder or to an equivalent position, as the Company may determine, and the Term of Executive's employment hereunder shall be reinstated effective upon such restoration. The Term shall not be extended by reason of such intervening leave of absence or termination, nor shall any compensation or benefits accrue in excess of those required by law during such intervening leave of absence or termination. Upon the expiration of any such rights, unless Executive has been restored to a position with the Company, he shall thereupon be considered terminated. Executive acknowledges that the payments referred to in both Section 3.5 and this Section 4.5, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of terminationExecutive's employment under this Section 4.5, constitute the only payments which Executive (or his legal representative, as the case may be) shall vest be entitled to receive from the Company hereunder in the event of a termination of his employment for death or be forfeitedDisability, and any that except for such vested awards granted payments the Company shall have no further liability or obligation to him (or his legal representatives, as stock options shall be exercisable, the case may be) hereunder or otherwise in accordance with the terms and conditions set forth in such awardsrespect of his employment.

Death; Disability. If The Term and Executive’s employment terminates due to hereunder shall terminate upon Executive’s death or Disability. Upon termination of Executive’s employment hereunder due to death or Disability, then the Company shall pay Executive or provide Executive (or the Executive’s legal representative of his or estate in (as the case of his deathmay be) with: shall be entitled to receive (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expensesAccrued Rights, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; plus (ii) Any unpaid bonus earned with respect an amount equal to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A a pro-rated annual bonus portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the amount of which shall be Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based on upon (a) actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year, as determined at the end of such fiscal year as and (b) the only performance goals applicable to Executive and without any exercise percentage of negative discretion by the Committee) and the fraction the numerator of which is the number of days such fiscal year that shall have elapsed during the performance year through the date of Executive’s termination and the denominator of which is 365employment, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year plus (“Pro-Rated Bonus”); iii) provided that Executive or Executive’s legal representative or estate (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as ) first executes and returns to the Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be provided under entitled as a result of her serving as an officer or director of the Company plans or any Subsidiary) that is in which Executive participates immediately prior form and substance reasonably satisfactory to such termination; andthe Company: (viia) All an amount, payable in a lump sum without discount within 30 days of the date of termination as the result of Executive’s other unvested long-term incentive awards granted death or Disability (subject to Executive Section 6.6), equal to the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) the average Annual Bonus actually earned and paid for the last three full calendar years ending prior to the termination date. In the event that there are less than three full calendar years of the Term completed on the date of termination, the average shall be based on the average Annual Bonus actually earned and paid (or payable) during the Term through the date of termination. (b) continued medical benefits for Executive, Executive’s spouse and Executive’s eligible dependents, who at the time of Executive’s termination are enrolled in the Company’s benefits plans provided for a period of twelve (12) months following Executive’s termination of employment. Such benefits shall vest or be forfeitedsubstantially identical to the benefits maintained for other senior executives of the Company, and any such vested awards granted as stock options shall be exercisablecontingent upon Executive’s eligible dependents continuing to fund any applicable “employee portion” of any premiums or other co-pay or employee-funded amounts. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.3(b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. In the event of a termination of employment pursuant to this Section 4.3, each grant made to Executive pursuant to the OIP or any similar plan that is subject to a time based vesting condition shall become vested (i) in accordance with the terms and conditions set forth of the grant or award, or (ii) as though such grant or award had vested in such awardsequal quarterly amounts over the applicable vesting period specified in the grant or award, whichever results in highest number of vested securities or other rights. Executive or her estate shall have (i) thirty days or (ii) the period specified in the grant or award whichever is greater, in which to exercise those rights.