Common use of Death or Disability Clause in Contracts

Death or Disability. (a) The Employee's employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The EmployeeIf the Executive's employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of the Executive's death or Disability of during the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period.Employment Period: (bi) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) The Accrued Obligations shall be paid to the EmployeeExecutive's personal representative.estate or beneficiaries or to the Executive, as applicable, in cash within 30 days of the Date of Termination; (cii) In addition At the time when annual bonuses are paid to and not in substitution for any other benefits which may be payable by peer executives of the Company for the fiscal year in respect which the Date of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begunTermination occurs, the Company Executive shall pay the Employee, be paid an Annual Bonus in six (6) equal semi-monthly installments, an aggregate amount equal to three the product of (3x) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any the Annual Bonus to which the Executive would have been entitled, if the Executive's employment had not been terminated, and all disability insurance benefits (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is 365 (a "Pro-Rata Annual Bonus"); (iii) The Other Benefits shall be paid during such three-month period with respect or provided to the Employee that were paid for Executive on a timely basis; (iv) Through the remainder of the Employment Period, or such longer period as may be provided by the Company during any period for terms of the appropriate plan, program, practice or policy, the Executive and/or the Executive's family shall continue to be provided with medical, dental and other health benefits at least equal to those which payment was made by would have been provided to them in accordance with the Company after the date plans, programs, practices and policies described in Section 2(b)(v) of this Agreement if the Executive's employment had not been terminated; and (v) The Deferred Options shall vest and prior become exercisable as of the Date of Termination to the termination of the Employee's employment. In additionextent not previously vested and exercisable, any bonus to which the Employee would and all Deferred Options that have not previously been entitled exercised shall remain exercisable for the year period provided under the Option Plan and the applicable agreement or, if longer, until the day after any puts under the Company's charter have ceased to be exercisable (but in which such termination no event after the expiration of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationtheir original term).

Death or Disability. (a) The EmployeeCompany may by written notice to Executive or his personal representative terminate Executive's employment under this Agreement on account of his death or total disability. In the case of Executive's death, Executive's employment shall be terminated deemed to terminate on the date of Executive's death. For purposes hereof, Executive shall be deemed to experience a "Total Disability" if Executive is considered totally disabled under any group disability plan maintained by the death Company and in effect at that time, or in the absence of the Employee. In additionany such plan, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee Executive shall be rendered incapable by illness deemed to experience a Total Disability if he shall have been unable to perform his duties hereunder on a full-time basis for 90 consecutive days or longer, or for shorter periods aggregating 120 days in any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12360-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided hereinday period. In the event that the Employee receives disability insurance benefits for which payment was made of any dispute under this Section 7(a), Executive shall submit to a physical examination by a licensed physician mutually satisfactory to the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a)Executive, the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event cost of such death after the Employee's employment has begun, the Salary payable hereunder shall continue examination to be paid at by the then current rate for three (3) months after the termination of employmentCompany, and any bonus to which the Employee would have been entitled for the year in which his death occurs determination of such physician shall be pro rated to determinative. In the date case of his death and paid not later than three (3) months after a Total Disability, until the termination of employment. All sums payable pursuant to this Section 6(b) Company shall have terminated Executive's employment hereunder in accordance with the foregoing, Executive shall be paid entitled to the Employee's personal representative. (c) receive compensation provided for herein notwithstanding any such Total Disability. In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the EmployeeExecutive's employment hereunder due to on account of his death or such Total Disability, such termination shall be effective immediately upon notice, in which case Executive or his representative will have no rights or claims against the Company under this Agreement except as follows: (i) Executive (or his estate or representative, as applicable) shall be paid (A) any unpaid portion of his Base Salary computed on a pro rata basis through the date of his termination and (B) any unreimbursed expenses; (ii) All other of Executive's accrued but unpaid rights shall be as determined under any incentive compensation, stock option, retirement, employee welfare or other employee benefits plan or program of the Company in which Executive is then participating at the time of his termination; and (iii) in the case of Executive's Total Disability pursuant to Section 6(aonly, (A) after the Employee's employment has begun, the Company shall continue Executive's medical benefits coverage existing at the time of his termination for as long as permissible under the Company's health benefits policies (not to exceed 60 days) and the Company further agrees to pay Executive's COBRA premiums for 6 months thereafter, with such premiums to provide for coverage at the Employeesame level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of Executive, but excluding any applicable tax consequences for Executive) as in six effect for Executive at the time of termination, and (6B) Executive shall further receive a lump-sum payment, within 15 days after the effective date of termination, equal semi-monthly installments, an to the aggregate amount equal to three (3) months' of Executive's Base Salary at the rate as in effect on immediately prior to such termination that would be payable over a period of 6 months following the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The Employee's employment under Except as otherwise provided in this Agreement, this Agreement shall be terminated by automatically terminate upon the death or disability of the EmployeeExecutive. In additionFor purposes of this Section 6(a), “disability” shall mean (i) the Employee's employment under this Agreement may Executive is unable to engage in her customary duties by reason of any medically determinable physical or mental impairment that can be terminated expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by the Board reason of Directors any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the termsnot less than 12 months, conditions and provisions on his part to be kept, observed and performed receiving income replacement benefits for a period in excess of 180 days not less than three months under an accident and health plan covering employees of the Company; or (whether iii) the Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or not consecutiveher guardian) (or 90 days consecutivelythe Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to the Executive or her personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any earned but unpaid bonuses, and (iv) all equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or her legally appointed guardian, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice have up to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after three months from the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the or one year in which his death occurs shall be pro rated to from the date of his death and paid not later than three (3death) months after the termination of employment. All sums payable pursuant to this Section 6(b) exercise all such previously granted options, provided that in no event shall any option be paid to the Employee's personal representativeexercisable beyond its term. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (aIf the Employment Period is terminated pursuant to Section 3(a) The above due to the death or Total Disability of Employee's employment under , this Agreement shall terminate, and no further compensation shall be terminated by payable to Employee’s estate, heirs or beneficiaries, as applicable, except that Employee or Employee’s estate, heirs or beneficiaries, as applicable, shall be entitled to receive (i) Employee’s then current Basic Compensation through the death end of the pay period in which Employee. In addition’s death or Total Disability occurred, (ii) a pro rata portion (based on a fraction the numerator of which is the number of days Employee worked in the year of Employee's employment under this Agreement may be terminated by the Board ’s death or Total Disability and denominator of Directors which is 365) of the Company bonus set forth in Section 2(b) which Employee would have been entitled to receive for the year in which termination occurs if the performance objectives established in Employer’s Annual Incentive Plan are achieved, (iii) any unreimbursed expenses pursuant to Section 5 below, and (iv) in the event of termination due to Total Disability, during the two (2) year period following such date of termination, medical and dental insurance coverage and benefits to which Employee would otherwise be entitled during the Employment Period pursuant to Section 2(e) above; provided that Employee shall be rendered incapable by illness continue to make the same contributions toward such coverage as Employee was making on the date of termination, with such adjustments to such contributions as are made generally for all Employer’s full-time executive employees. Thereafter Employer shall have no further obligations or any other disability from complying with the terms, conditions and provisions on his part liabilities hereunder to be kept, observed and performed for a period in excess of 180 days (whether Employee or not consecutive) Employee’s estate or 90 days consecutivelylegal representative or otherwise, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The In the event Employee's employment under this Agreement terminates by reason of his death or Disability, Employee (or his estate) shall be terminated entitled to receive the Accrued Rights and all outstanding equity and non-equity based awards (including any awards or interests under the Incentive Plans) held by Employee immediately prior to the Date of Termination shall become fully vested as of such date; provided, that, notwithstanding the foregoing, any awards or interests held by Employee as of the Date of Termination under any Incentive Plan shall continue to be governed by the death terms and conditions of such plans relating to the Employeeforfeiture of awards that are fully vested. In addition, Employee shall be entitled to receive the following, provided Employee (or his estate) delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement: (i) a lump sum payment equal to 18 months' worth of Employee's employment under this Agreement may be terminated Base Salary in effect on the Date of Termination (determined without regard to any reduction in Base Salary imposed by the Board Company in violation of Directors Section 3(a) hereof), payable as soon as practicable but no later than the earlier of (A) March 15 following the calendar year in which termination occurs or (B) 90 days following the Date of Termination; and (ii) Employee (in the case of a termination due to Disability), his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company's group health plans on the same terms and conditions as active employees of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days one (whether or not consecutive1) or 90 days consecutively, as year following the case may be, during a 12-month period during the Term Date of Employment ("Disability")Termination. If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement are continued pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits 5(b)(ii) during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employeea period when, in the event absence of such death after the Employee's employment has begunbenefits provided in this Section 5(b)(ii), Employee or his dependants would not be entitled to continuation coverage under Section 4980B of the Salary payable hereunder Code, Employee and his dependants shall continue to be paid at receive reimbursement for all medical expenses no later than the then current rate for three (3) months after end of the termination of employment, and any bonus to which calendar year immediately following the Employee would have been entitled for the calendar year in which his death occurs the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall be pro rated to run concurrently with the date of his death and paid not later than three (3) months after the termination of employment. All sums payable period during which continued benefits are being provided pursuant to this Section 6(b) shall be paid to the Employee's personal representative5(b)(ii). (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The Employee's ’s employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's ’s employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 120 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("“Disability"”). If the Employee's ’s employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date Effective Date of this Agreement and prior to termination of the Employee's ’s employment under this Agreement pursuant to this Section 6(a), the Employee's ’s Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's ’s employment has begun, the Salary payable hereunder (but excluding medical plan and other benefits) shall continue to be paid at the then current rate for three (3) months after the termination of employmentemployment in accordance with normal Company payroll practices. In addition, and any bonuses actually earned pursuant to Section 3 prior to the termination of the Employee’s employment (including, as reasonably determined by the Board of Directors or its Compensation Committee, a pro-rated amount of any annual bonus to which the Employee would have been entitled for the portion of the fiscal year in during which his death occurs termination takes place) shall be pro rated to the date of his death and paid not later than three five (35) months after the termination of employmentsuch termination. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's ’s personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's ’s employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's ’s employment has begun, the Company Salary payable hereunder (inclusive of paid medical plan then in effect and available, if any) shall pay continue to be paid at the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to then current rate for three (3) months' Salary at months after the rate termination of employment in effect on the effective date of such terminationaccordance with normal Company payroll practices; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date Effective Date of this Agreement and prior to the termination of the Employee's ’s employment. In addition, any bonuses actually earned pursuant to Section 3 prior to the termination of the Employee’s employment (including, as reasonably determined by the Board of Directors or its Compensation Committee, a pro-rated amount of any annual bonus to which the Employee would have been entitled for the portion of the fiscal year in during which such termination of employment occurs takes place) which shall be pro rated to the date of such termination and paid not later than twelve five (125) months after such termination.

Death or Disability. (a) The If Employee's employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated under Section 7.1(b) hereof by reason of Disability of the Employee's death, the Company Bank shall give notice pay to that effect Employee's legal representatives, subject to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company Section 8.7, within thirty (30) days after the date of this Agreement and prior Employee's death, cash in one lump sum equal to termination aggregate of the following amounts: (i) to the extent not theretofore paid, Employee's employment under this Agreement pursuant to this Section 6(a), Base Salary at the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period.annual rate in effect at the time of death through the date of death; and (bii) In addition to in the case of compensation previously deferred by Employee, all amounts previously deferred (together with any accrued interest thereon) and not in substitution for any other benefits which may be payable yet paid by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employmentBank, and any bonus to which accrued vacation pay not yet paid by the Bank; and (iii) all other amounts or benefits owing or accrued to, vested in, or earned by Employee would have been entitled for the year in which his death occurs shall be pro rated to through the date of his death under the then existing or applicable plans, programs, arrangements, and paid not later than three (3) months after policies of the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative.Employer; and (civ) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' times the Employee's Base Salary in effect at the time of death, but only if Employee has not received, and is not entitled to receive, a payment under Section 9.1. The Bank shall have the sole discretion to determine when within the thirty (30) day period following the date of death such payment shall be made, and neither Employee nor Employee's legal representative or beneficiary shall have any right to designate the taxable year in which such payment shall be made. Anything in this Agreement to the contrary notwithstanding, the Employee's legal representatives or beneficiaries shall be entitled to receive benefits provided under the then existing or applicable plans, programs, or arrangements and policies of the Employer relating to death. (b) If Employee's employment is terminated under Section 7.1(b) hereof by reason of Employee's Disability, the Bank shall pay to Employee, subject to Section 8.7, within thirty (30) days after the date of termination by reason of Employee's Disability, cash in one lump sum equal to the aggregate of the following amounts: (i) to the extent not theretofore paid, Employee's Base Salary at the annual rate in effect on at the effective time of such termination through the date of such termination; providedand (ii) in the case of compensation previously deferred by Employee, however, that the Company shall deduct from such payments the amount of all amounts previously deferred (together with any accrued interest thereon) and all disability insurance benefits not yet paid during such three-month period with respect to the Employee that were paid for by the Company during Bank, and any period for which payment was made accrued vacation pay not yet paid by the Company after Bank; and (iii) all other amounts or benefits owing or accrued to, vested in, or earned by Employee through the date of this Agreement termination under the then existing or applicable plans, programs, arrangements, and prior policies of the Employer; and (iv) an amount equal to the termination of three (3) times the Employee's employment. In additionBase Salary in effect at the time of Disability, any bonus but only if Employee has not received, and is not entitled to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationreceive, a payment under Section 9.1.

Death or Disability. (a) The Employee's employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begundeath, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun), the Company shall pay the Employee, in six twenty-four (624) equal semi-monthly installmentsinstallments commencing on the termination of employment, an aggregate amount equal to three one (31) monthsyears' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such threeone-month year period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employmentCompany. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The Employee's employment under Except as otherwise provided in this Agreement, this Agreement shall be terminated automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), "disability" shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive's physician (or his guardian). In the event of the death of the EmployeeExecutive, the Executive's estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In additionthe event that Executive's employment is terminated by reason of Executive's death or disability, the EmployeeCompany shall pay the following to Executive: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) the remainder of the Executive's employment base salary due during the Term, (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement may Agreement, (iv) any Personal Time Off accrued to the date of termination, (v) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be terminated by calculated), and (vi) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Board of Directors of the Company if the Employee shall be rendered incapable by illness Executive or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutivelylegally appointed guardian, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice have up to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after one year from the date of this Agreement and prior termination to termination of exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the Employeepayments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive's employment under this Agreement is terminated because of disability, the Executive shall receive any benefits to which Executive may be entitled pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder 5 hereof shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable or provided by the Company in respect of Company, as the Disability of the Employeecase may be, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begunfor one year, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid except for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationperquisites.

Death or Disability. (a) The If Employee should die or become disabled at any time during his employment hereunder, Employee's ’s employment under this Agreement shall terminate and neither Employee nor anyone claiming by, through or under him shall be terminated by the death of the Employee. In addition, the Employee's employment entitled to any further compensation or other sum under this Agreement (other than payments made by insurers under policies of life and disability insurance and any sums which may be terminated become available under any employee benefit plan), except that upon such an event (1) all stock options held by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions become immediately vested and provisions on his part to be kept, observed exercisable and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at exercisable until the then current rate for three earlier of (3i) months after the termination two-year anniversary of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of Employee’s termination or resignation or (ii) the expiration of the respective terms of the options (unless earlier paid out under Section 15.3.1 of the Washington Mutual Inc. 2003 Equity Incentive Plan), notwithstanding any provisions in the grant of such terminationoptions regarding vesting, (2) the lapse of the restrictions on Employee's restricted stock shall automatically be accelerated; provided, however, provided that the Company HR Committee may exclude any particular grant(s) of restricted stock made after March 1, 2005 from the acceleration provided for in this subsection (2), and (3) all performance share awards shall deduct from vest and shall be payable to Employee following the completion of their respective performance periods in accordance with their terms, unless such payments awards shall be payable earlier under the amount terms of any the grant or related plan. For purposes of this Agreement, Employee shall be considered disabled if, and all disability insurance benefits paid during such three-month only if, Employee has been unable to perform the essential functions of his job for a continuous period with respect to the of 180 days, provided that (i) Washington Mutual shall deliver 30 days prior written notice of its determination that Employee that were paid for by the Company during any period for which payment was made by the Company is disabled and (ii) after the date of 180 day period Washington Mutual shall grant additional unpaid leave, without terminating this Agreement and prior to the termination of the or Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationextent required by law.

Death or Disability. (a) The If Employee's ’s employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated under Section 7.1(b) hereof by reason of Disability of the Employee’s death, the Company Bank shall give notice pay to that effect Employee’s legal representatives, subject to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company Section 8.7, within thirty (30) days after the date of this Agreement and prior Employee’s death, cash in one lump sum equal to termination aggregate of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period.following amounts: (bi) In addition to the extent not theretofore paid, Employee’s Base Salary at the annual rate in effect at the time of death through the date of death; and (ii) in the case of compensation previously deferred by Employee, all amounts previously deferred (together with any accrued interest thereon) and not in substitution for any other benefits which may be payable yet paid by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employmentBank, and any bonus to which accrued vacation pay not yet paid by the Bank; and (iii) all other amounts or benefits owing or accrued to, vested in, or earned by Employee would have been entitled for the year in which his death occurs shall be pro rated to through the date of his death under the then existing or applicable plans, programs, arrangements, and paid not later than three (3) months after policies of the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative.Employer; and (civ) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' times the Employee’s Base Salary in effect at the time of death, but only if Employee has not received, and is not entitled to receive, a payment under Section 9.1. The Bank shall have the sole discretion to determine when within the thirty (30) day period following the date of death such payment shall be made, and neither Employee nor Employee’s legal representative or beneficiary shall have any right to designate the taxable year in which such payment shall be made. Anything in this Agreement to the contrary notwithstanding, the Employee’s legal representatives or beneficiaries shall be entitled to receive benefits provided under the then existing or applicable plans, programs, or arrangements and policies of the Employer relating to death. (b) If Employee’s employment is terminated under Section 7.1(b) hereof by reason of Employee’s Disability, the Bank shall pay to Employee, subject to Section 8.7, within thirty (30) days after the date of termination by reason of Employee’s Disability, cash in one lump sum equal to the aggregate of the following amounts: (i) to the extent not theretofore paid, Employee’s Base Salary at the annual rate in effect on at the effective time of such termination through the date of such termination; providedand (ii) in the case of compensation previously deferred by Employee, however, that the Company shall deduct from such payments the amount of all amounts previously deferred (together with any accrued interest thereon) and all disability insurance benefits not yet paid during such three-month period with respect to the Employee that were paid for by the Company during Bank, and any period for which payment was made accrued vacation pay not yet paid by the Company after Bank; and (iii) all other amounts or benefits owing or accrued to, vested in, or earned by Employee through the date of this Agreement termination under the then existing or applicable plans, programs, arrangements, and prior to the termination policies of the Employer; and (iv) an amount equal to three (3) times the Employee's employment. In addition’s Base Salary in effect at the time of Disability, any bonus but only if Employee has not received, and is not entitled to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationreceive, a payment under Section 9.1.

Death or Disability. If, during the Employment Period (a) The Employeeother than any portion of the Employment Period occurring six months following a Change in Control), the Executive's employment under this Agreement shall terminate on account of death or Disability: (i) the Company shall pay to the Executive or his estate in a lump sum in cash within 30 days after the Date of Termination the sum of (x) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (y) the product of (1) the Target Bonus and (2) a fraction, the numerator of which is the number of whole and partial months in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 12, to the extent not theretofore paid (the sum of the amounts described in clauses (x) and (y) shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part hereinafter referred to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("DisabilityAccrued Obligations"). If ; (ii) to the Employee's employment under this Agreement is terminated by reason of Disability of the Employeeextent not theretofore paid or provided, the Company shall give notice to that effect timely pay or provide to the Employee in Executive or his estate or beneficiaries any other amounts or benefits required to be paid or provided or which the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); (iii) the Company shall pay to the Executive or his estate in a lump sum in cash within 30 days after the date Date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by Termination an amount equal to such disability insurance benefits during such period.the product of (x) one and one-half (1.5) and (y) the sum of the Executive's current Annual Base Salary and Target Bonus, and (biv) In addition to all stock options shall vest and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled remain exercisable for the year in which his death occurs shall be pro rated to the date remainder of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any their term and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement restricted stock awards and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs other awards shall be pro rated to the date of such termination vest and paid not later than twelve (12) months after such terminationbecome immediately payable.

Death or Disability. (a) The Employee's employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the EmployeeExecutive's employment under this Agreement is terminated by reason pursuant to Section 4(a) due to death or Disability, the Executive shall not thereafter be entitled to receive any salary, bonus or other payments or benefits under this Agreement, except that the Executive or his estate (as the case may be) shall be entitled to receive the following: (a) payments pursuant to Section 3(a) of Disability salary for the balance of the EmployeeTerm, as and when they would be payable absent such termination; (b) reimbursement pursuant to Section 3(c) of expenses incurred through the date of termination; (c) except as provided in subparagraph (e) of this Section concerning all life insurance benefits, benefits, at the then current employee rates, pursuant to Section 3(d)(i) for the balance of the Term, provided that (i) nothing herein shall require the Company to provide Additional Medical Benefits if the Executive dies or reaches age 65; (ii) the Executive, his spouse and/or minor children will make a "COBRA" election if requested by the Company; and (iii) the Company shall not be required to provide coverage when COBRA is not available; (d) accrued vacation (to the extent salary payable under subparagraph (a) of this Section is less than the amount accrued) and (e) assignment of title to any life insurance policy covering the life of the Executive, after which time the Executive shall be fully responsible for all costs of such policy due and payable after termination of his employment (and provided that, in the event such policy is a "split dollar" policy or otherwise evidences an ownership interest by the Company, the Company shall give notice waive its right to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(arecover its interest therein), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which Section 5(c) of the Employee would have been entitled for the year in which such termination of employment occurs Agreement shall be pro rated to deleted in its entirety and replaced with the date of such termination and paid not later than twelve (12) months after such termination.following:

Death or Disability. (a) The Employee's employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six twelve (612) equal semi-monthly installments, an aggregate amount equal to three six (36) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such threesix-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The If Employee's ’s employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee’s death or Disability, the Company shall give notice pay to that effect Employee or Employee’s legal representatives: (i) within 30 days after the Employee’s Date of Termination as defined in Section 6(b), a lump sum in cash equal to the sum of Employee’s Annual Base Salary through the Date of Termination to the extent not previously paid and any compensation previously deferred by Employee in (together with any accrued interest or earnings thereon) (the manner provided herein. In “Accrued Obligations”); (ii) the event that amount of any Annual Bonus to which Employee was entitled for the Employee receives disability insurance benefits for calendar year ending prior to the Date of Termination to the extent not previously paid and the amount of any Pro Rata Bonus, each of which payment was made by amounts shall be paid no later than the Company later of 30 days after the Date of Termination or 10 business days after the date on which the Company has available to it the information reasonably required to determine the amount to be paid; (iii) any amounts arising from Employee’s participation in, or benefits under, any Investment Plan (the “Accrued Investments”), which amounts shall be paid in accordance with the terms and conditions of this Agreement such Investment Plan; and (iv) any amounts to which Employee or Employee’s spouse, beneficiaries or estate are entitled from Employee’s participation in, or benefits under, any Welfare Plan (“Accrued Welfare Benefits”), which amounts shall be paid in accordance with the terms and prior to termination conditions of the Employee's employment under this Agreement pursuant to such Welfare Plan. Except as described in this Section 6(a5(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such Employee’s termination by reason of Employee’s death after the or Disability, Employee and Employee's employment has begun’s legal representatives, the Salary payable hereunder as applicable, shall continue forfeit all rights to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationcompensation.

Death or Disability. If, as a result of the Employee's incapacity due to physical or mental illness, the Employee shall have been absent from the Employee's duties hereunder for either (a) The Employee's employment under this Agreement one hundred eighty (180) days within any three hundred sixty-five (365) day period, or (b) one hundred twenty (120) consecutive days, and within thirty (30) days after written notice of termination is given shall be terminated by not have returned to the death performance of the Employee. In addition's duties hereunder on a full time basis, the Company may terminate the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed hereunder for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If ." In the Employee's employment under event, this Agreement is terminated by reason of Disability of the Employee's death or Disability, the Company shall give notice to that effect pay to the Employee (i) the Base Salary for a period of twelve months (but in no event beyond June 1, 2006), which Base Salary shall be paid commencing with such date of termination at the times and in the manner amounts such Base Salary would have been paid in accordance with the Company's customary payroll practices, and (ii) the amount of any Bonus payable under the Bonus Plan through such date of termination, which Bonus, if any, shall be payable at the time provided hereinin the Bonus Plan. In the event During any period that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior fails to termination of perform the Employee's employment under this Agreement pursuant duties hereunder as a result of incapacity due to this Section 6(aphysical or mental illness (a "Disability Period"), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder Employee shall continue to be paid at receive the then current rate for three (3) months after the termination of employment, compensation and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this benefits provided by Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of 5.4 hereof until the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such terminationis terminated; provided, however, that the Company shall deduct from such payments the amount of any compensation and all disability insurance benefits paid received by the Employee during such three-month period with respect the Disability Period shall be reduced by the aggregate amounts, if any, payable to the Employee that were paid for by pursuant to Section 5.4 hereof or under the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationSocial Security or state disability insurance programs.

Death or Disability. (a) The EmployeeCompany may terminate Executive's employment under this Agreement if Executive dies or becomes disabled. Executive shall be terminated by the death deemed "disabled" for purposes of the Employee. In additionthis Amended Agreement if he is unable, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability illness, accident, or other physical or mental incapacity, to perform substantially all of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits his normal duties for which payment was made by the Company after the date a continuous period of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such periodninety (90) days. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the EmployeeIf Executive's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date is terminated on account of his death or disability, Company shall pay and paid provide to Executive or, if incompetent or deceased, his representative, attorney in fact, conservator, surviving spouse, heir(s), representative, trust or estate (hereinafter, "Executive") certain compensation and benefits ("Severance Package") for a period of twelve (12) months, as more particularly described in, and subject to, the terms of the attached Severance Agreement. Company's obligations under the attached Severance Agreement are conditioned on, and shall not later than commence until, the occurrence of each of the following: (i) Executive's timely execution and delivery of the Severance Agreement to Company, within fifty-three (353) months days after Company gives Executive written notice of the effective date of termination and, additionally (ii) the expiration of seven (7) days, after delivery of the executed Severance Agreement, without Executive having revoked his acceptance of the Severance Agreement. In no event, however, shall Company have any obligation to provide compensation and benefits under the Severance Agreement (i) while Company is still paying compensation and providing benefits under the terms of this Amended Agreement, or (ii) until after the termination effective date of employment. All sums payable pursuant to this Section 6(b) shall be paid to the EmployeeExecutive's personal representativetermination. (c) In addition Executive shall not accrue or be entitled to and not in substitution for additional "Paid Time Off," vacation pay, sick pay benefits, non-accrued bonuses, non-accrued or non vested stock options, or any other compensation or benefits which may be payable by the Company in respect of the Disability of the Employee(employment related or otherwise), in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, howeverexcept as specifically described in sub-section "(b)", that immediately above, and the attached Severance Agreement. (d) Company shall deduct from such payments pay and deliver to Executive (or his representative, surviving spouse or estate if applicable) all accrued salary, accrued vacation pay, accrued bonuses or other accrued pay, expenses, benefits, and vested stock options, through and upon the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the effective date of this Agreement and prior to the termination of the Employee's employment. In additiontermination, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationIRRESPECTIVE OF WHETHER THE ATTACHED SEVERANCE AGREEMENT IS SIGNED.

Death or Disability. (a) The Employee's employment under this Agreement shall be terminated by the death If, as a result of the Employee. In addition's incapacity due to physical or mental illness, the Employee shall have been absent from the Employee's duties hereunder for either (i) one hundred eighty (180) days within any three hundred sixty five (365) day period, or (ii) one hundred twenty (120) consecutive days, and within thirty (30) days after written notice of termination is given shall not have returned to the performance of the Employee's duties hereunder on a full time basis, the Company may terminate the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed hereunder for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If In the Employee's employment under event this Agreement is terminated by reason of Disability of the Employee's death or Disability, the Company shall give notice to that effect pay to the Employee (i) the Base Salary for a period of twelve months (but in no event beyond December 31, 2004), which Base Salary shall be paid commencing with such date of termination at the times and in the manner amounts such Base Salary would have been paid, and (ii) the amount of any Bonus payable under the Bonus Plan through such date of termination, which Bonus, if any, shall be payable at the time provided hereinin the Bonus Plan. In the event During any period that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior fails to termination of perform the Employee's employment under this Agreement pursuant duties hereunder as a result of incapacity due to this Section 6(aphysical or mental illness (a "Disability Period"), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder Employee shall continue to be paid at receive the then current rate for three (3) months after the termination of employment, compensation and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this benefits provided by Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of 5.4 hereof until the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such terminationis terminated; provided, however, that the Company shall deduct from such payments the amount of any compensation and all disability insurance benefits paid received by the Employee during such three-month period with respect the Disability Period shall be reduced by the aggregate amounts, if any, payable to the Employee that were paid for by pursuant to Section 5.4 hereof or under the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationSocial Security or state disability insurance programs.

Death or Disability. (a) The Employee's In the event that the Executive’s employment under this Agreement shall be terminated by the death ends on account of the Employee. In additionExecutive’s death or Disability, the Employee's employment under this Agreement may be terminated by Executive or the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutivelyExecutive’s estate, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect be entitled to the Employee in following (with the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made amounts due under Sections 6(a)(i) through 6(a)(iii) hereof to 4 be paid within thirty (30) days following termination of employment, or such earlier date as may be required by the Company after applicable law): (i) any unpaid Annual Base Salary earned through the date of this Agreement termination; (ii) reimbursement for any unreimbursed business expenses incurred through the date of termination; (iii) all other accrued and prior vested payments, benefits or fringe benefits required to termination of be paid or provided to the Employee's employment Executive under this Agreement pursuant to this Section 6(a)the applicable plans or by law, the Employee's Salary including without limitation, payment for all accrued vacation (collectively, Sections 6(a)(i) through 6(a)(iii) hereof shall be reduced by an amount equal hereafter referred to such disability insurance benefits during such period.as the “Accrued Benefits”); and (biv) In addition provided Executive is in full compliance with his obligations under Exhibits A and B attached hereto and Executive or the Executive’s estate, as the case may be, executes, returns to the Company and does not revoke the release and waiver of claims in substitution for any other benefits which the form attached hereto as Exhibit C (with such changes as may be payable required in order to reflect or comply with applicable laws at such time, as determined by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begunits reasonable judgment, the Salary payable hereunder shall continue “Release and Waiver”) and the Release and Waiver becomes effective pursuant to be paid at the then current rate for three its terms and conditions, all within sixty (360) months after the days following termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, then the Company shall pay also provide Executive or the EmployeeExecutive’s estate, in six (6) equal semias the case may be, with the following: A. Full vesting of all outstanding unvested equity-monthly installmentsbased awards, an aggregate amount equal including the portions of Annual Equity Incentive Awards, that are solely subject to three (3) months' Salary at the rate in effect time-based vesting on the effective date of such termination; provided, howeverand Executive or the Executive’s estate, that as the Company case may be, shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after termination of employment to exercise all stock options that were vested at the time of such termination of employment and all stock options that vest pursuant to this Section 6(a)(iv)(A) in connection with such termination (provided such stock options shall remain subject to the maximum original term and expiration of such stock options). B. Vesting of the portions of all outstanding unvested Annual Equity Incentive Awards that are solely subject to performance-based vesting on the date of such termination, with such vesting determined based on actual performance against the applicable performance goals established for the applicable awards, as determined at the time and in the manner applicable to such awards pursuant to the applicable stock plans and award agreements, with such awards remaining outstanding through the date such vesting is determined. Notwithstanding the foregoing, if any such awards are in the form of stock options, such stock options shall remain outstanding until such time as Executive or the Executive’s estate, as the case may be, shall have twelve (12) months after the later of Executive’s termination of employment, or the vesting of the applicable stock options, to exercise such stock options that were vested at the time of such termination of employment and such stock options that vest pursuant to this Section 6(a)(iv)(B) in connection with such termination (provided such stock options shall remain subject to the maximum original term and expiration of such stock options). C. Vesting of all outstanding unvested equity-based awards that are solely subject to performance-based vesting on the date of such termination other than Annual Equity Incentive Awards (typically referred to by the Company as “LTIPs”), with such vesting determined based on actual performance against the applicable performance goals established for the applicable awards through the date that is two (2) years following Executive’s termination of employment, subject to the maximum 5 original term and expiration of the applicable award (the “Performance Vesting End Date”), as determined at the time and in the manner applicable to such awards pursuant to the applicable stock plans and award agreements, with such awards remaining outstanding through the date such vesting is determined, not to exceed the Performance Vesting End Date; provided, if the Performance Vesting End Date falls in the middle of a performance/vesting period applicable to an award, the total shares that shall vest in relation to such performance period shall be pro-rated based on the number of days between the first day of the performance/vesting period and the Performance Vesting End Date. Notwithstanding the foregoing, if any such awards are in the form of stock options, such stock options shall remain outstanding until such time as Executive or the Executive’s estate, as the case may be, shall have twelve (12) months after the later of Executive’s termination of employment, or the vesting of the applicable stock options, to exercise such stock options that were vested at the time of such termination of employment and such stock options that vest pursuant to this Section 6(a)(iv)(C) in connection with such termination (provided such stock options shall remain subject to the maximum original term and expiration of such stock options).

Death or Disability. (ai) The Employee's employment under this Agreement shall be terminated by the death of the Employee. In additionSubject to Section 6(b)(ii) below, if the Employee's employment under this Agreement hereunder is terminated due to the Employee's death or Disability pursuant to Sections 5(a)(ii) or (iii) hereof and a Change in Control Date shall not have occurred prior to such termination, the Company shall pay or provide to the Employee, his designated beneficiary or to his estate (i) all Base Salary pursuant to Section 3(a) hereof and any vacation pay pursuant to Section 3(e) hereof, in each case which has been earned but has not been paid as of the Date of Termination (ii) a prorated Annual Bonus as of Employee's termination due to death or Disability and (iii) any benefits to which the Employee may be entitled under any employee benefits plan or program pursuant to Section 3(c) hereof in which he is a participant in accordance with the terms of such plan or program up to and including the Date of Termination. Should the Company wish to purchase insurance to cover the costs associated with the Employee's termination of employment pursuant to Sections 5(a)(ii) or (iii), the Employee agrees to execute any and all necessary documents necessary to effectuate such insurance. (ii) If the Employee's employment hereunder is terminated due to the Employee's death or Disability pursuant to Sections 5(a)(ii) or (iii) hereof and a Change in Control Date shall have occurred prior to such termination, (A) the Administrator shall disburse to the Employee, his designated beneficiary or to his estate a pro rata portion of the Retention Amount as of the Date of Termination equal to the Retention Amount multiplied by a fraction (x) the numerator of which is the number of days elapsed in the Retention Period as of the Date of Termination and (y) the denominator of which is the total number of days in the Retention Period and (B) the remaining balance of the Retention Amount shall be disbursed by the Administrator as a donation to one or more charitable, not-for-profit organizations designated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying Avatar, in its sole discretion, in each case subject to and in accordance with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such periodRetention Account Procedures. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The Employeea. In the event of Executive's employment under death during the term of this Agreement Agreement, Employer shall be terminated by pay to Executive's designated beneficiary, or if Executive has failed to designate a beneficiary, to his estate, an amount equal to Executive's base salary pursuant to Section 3 hereof through the death end of the Employeemonth in which Executive's death occurred plus an amount equal to ninety (90) days salary. Employer shall also continue to provide Executive's survivors with any benefits it provided Executive for such additional ninety (90) day period. b. In additionthe event of Executive's disability during the term of this Agreement, Employer shall pay to Executive an amount equal to Executive's base salary pursuant to Section 3 hereof through the Employee's employment under this Agreement may be terminated by the Board of Directors end of the Company if the Employee month in which Executive's disability occurred plus an amount equal to six (6) months salary. Employer shall be rendered incapable by illness or also continue to provide Executive with any other benefits it provided Executive prior to his disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period of six (6) months following his disability and shall continue to pay the premiums on any life and disability policies provided by the Employer for the benefit of Executive prior to his disability. c. The compensation set forth in excess Sections a. and b. of 180 days this Section 12 shall be in lieu of any other benefits provided hereunder, except that (whether i) in the event of a change in control of the Bank as defined herein during the ninety (90) day or not consecutivesix (6) month periods described in Sections a. and b. of this Section 12, Executive, Executive's designated beneficiary or 90 days consecutivelyExecutive's estate, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect be entitled to the Employee in the manner provided hereinbenefits of Section 10.b. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement hereof, and prior to termination of the Employee's employment under this Agreement (ii) any benefit payable pursuant to this Section 6(a), the Employee's Salary 3 shall be reduced by an amount equal prorated and made available to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company Executive or his beneficiary or estate in respect of the any period prior to his death of the Employee, or disability. and (iii) in the event of such death after the EmployeeExecutive's employment has begundisability, the Salary payable hereunder Employer shall continue to be paid at pay the then current rate for three (3) months after premiums on any life and disability policies provided by the termination of employment, and any bonus to which the Employee would have been entitled Employer for the year benefit of Executive prior to his disability. The Bank may maintain insurance on its behalf to satisfy in which his death occurs whole or in part the obligations of this Section 12. d. Executive shall be pro rated to the date deemed disabled if, by reason of physical or mental impairment, he is incapable of performing his death and paid not later than three (3) months after the termination duties hereunder for a period of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative180 consecutive days. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The Employee's ’s employment under this Agreement shall be terminated by will terminate (x) immediately upon the death of the Employee. In addition, Employee during the Employee's term of his employment under this Agreement may be terminated by hereunder or (y) at the Board of Directors option of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the termsCompany, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days upon thirty (whether or not consecutive30) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give days’ prior written notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the Employee’s disability. The Employee shall not be deemed disabled unless, as a result of the Employee’s incapacity due to physical or mental illness (as determined by a physician selected by the Employer or its insurers and reasonably acceptable to the Employee or his representative), the Employee shall have been absent from and unable to perform his duties with the Company on a full-time bases for one hundred twenty (120) consecutive business days. In the event of termination of the Employee's ’s employment hereunder due pursuant to this Section 6(a): (1) The Company shall immediately pay the Employee any portion of the Employee’s Base Salary accrued but unpaid through the date of such termination and all payments and reimbursements under Section 5 hereof for expenses incurred prior to such Disability pursuant to Section 6(atermination. Six (6) months after the Employee's employment has begundate of termination, the Company shall pay will make a lump sum cash payment equal to the Employee, in six (6) equal semi-monthly installments, an aggregate amount ’s Base Salary and a prorated annual bonus for the year of termination equal to three Fifty percent (350%) months' of the amount calculated by dividing the Employee’s annual Base Salary at the rate date of such termination by twelve (12) and multiplying the result by the number of months in effect on the effective year of such termination that began or ended prior to the date of such termination; provided, however, that . If the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled achieves target performance objectives for the entire year in which such termination occurs that, under the Executive Bonus Plan or any other then effective bonus plan, would have entitled the Employee to receive an annual bonus for such year calculated at a percent greater than Fifty percent (50%) of Base Salary, the Employee or his estate shall be entitled to receive, at the time such bonus would have normally been payable or six (6) months after the termination of employment occurs shall be pro rated (whichever later occurs), an additional amount equal to (x) such larger bonus amount divided by twelve (12) and multiplied by the number of months in the year of such termination that began or ended prior to the date of such termination minus (y) the amount previously paid pursuant to the preceding sentence. (2) The Employee shall be entitled to receive all vested benefits under the Company’s otherwise applicable plans and paid not later than twelve (12) months after such terminationprograms.

Death or Disability. (a) The If Employee's ’s employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee’s death or Disability, the Company shall give notice pay to that effect Employee or Employee’s legal representatives (i) within 60 days after the Employee’s Date of Termination, a lump sum in cash equal to the sum of Employee’s Annual Base Salary through the Date of Termination to the extent not previously paid and any compensation previously deferred by Employee in (together with any accrued interest or earnings thereon) (the manner provided herein. In “Accrued Obligations”); (ii) the event that amount of any Annual Bonus to which Employee was entitled for the Employee receives disability insurance benefits for calendar year ending prior to the Date of Termination to the extent not previously paid, which payment was made by amount shall be paid at such time as the Company after pays other executives of the date Company annual bonuses for the prior calendar year (but in no event later than the time specified in Section 3(b)(ii) of this Agreement and prior Agreement); (iii) without duplication of any amount payable pursuant to termination clause (ii) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee's employment under ’s Date of Termination occurs (but in no event later than the time specified in Section 3(b)(ii) of this Agreement pursuant Agreement); (iv) any amounts arising from Employee’s participation in, or benefits under, any Investment Plan (the “Accrued Investments”), which amounts shall be paid in accordance with the terms and conditions of such Investment Plan; and (v) any amounts to which Employee or Employee’s spouse, beneficiaries or estate are entitled from Employee’s participation in, or benefits under, any Welfare Plan (“Accrued Welfare Benefits”), which amounts shall be paid in accordance with the terms and conditions of such Welfare Plan. Except as described in this Section 6(a5(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such Employee’s termination by reason of Employee’s death after the or Disability, Employee and Employee's employment has begun’s legal representatives, the Salary payable hereunder as applicable, shall continue forfeit all rights to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationcompensation.

Death or Disability. (a) The If Employee's ’s employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated under Section 7.1(b) hereof by reason of Disability of the Employee’s death, the Company Bank shall give notice pay to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company Employee’s legal representatives, within thirty (30) days after the date of this Agreement and prior Employee’s death, cash in one lump sum equal to termination aggregate of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period.following amounts: (bi) In addition to the extent not theretofore paid, Employee’s Base Salary at the annual rate in effect at the time of death through the date of death; and (ii) in the case of compensation previously deferred by Employee, all amounts previously deferred (together with any accrued interest thereon) and not in substitution for any other benefits which may be payable yet paid by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employmentBank, and any bonus to which accrued vacation pay not yet paid by the Bank; and (iii) all other amounts or benefits owing or accrued to, vested in, or earned by Employee would have been entitled for the year in which his death occurs shall be pro rated to through the date of his death under the then existing or applicable plans, programs, arrangements, and paid not later than three (3) months after policies of the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative.Bank; and (civ) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' times the Employee’s Base Salary in effect at the time of death. Anything in this Agreement to the contrary notwithstanding, the Employee’s legal representatives or beneficiaries shall be entitled to receive benefits provided under the then existing or applicable plans, programs, or arrangements and policies of the Bank relating to death. (b) If Employee’s employment is terminated under Section 7.1(b) hereof by reason of Employee’s Disability, the Bank shall pay to Employee, within thirty (30) days after the date of termination by reason of Employee’s Disability, cash in one lump sum equal to the aggregate of the following amounts (other than with respect to clause (iv) if an annuity is purchased): (i) to the extent not theretofore paid, Employee’s Base Salary at the annual rate in effect on at the effective time of such termination through the date of such termination; providedand (ii) in the case of compensation previously deferred by Employee, however, that the Company shall deduct from such payments the amount of all amounts previously deferred (together with any accrued interest thereon) and all disability insurance benefits not yet paid during such three-month period with respect to the Employee that were paid for by the Company during Bank, and any period for which payment was made accrued vacation pay not yet paid by the Company after Bank; and (iii) all other amounts or benefits owing or accrued to, vested in, or earned by Employee through the date of this Agreement termination under the then existing or applicable plans, programs, arrangements, and prior policies of the Bank; and (iv) an amount equal to the termination higher of (a) three (3) times the Employee's employment. In addition’s Base Salary then in effect or (b) three (3) times Employee’s average base salary over the preceding five calendar years to be paid, any bonus at the Employee’s option, in a lump sum cash payment or through the purchase of an annuity, with a purchase price equal to such amount, of a type to be selected by Employee, subject to approval by the Company’s Compensation Committee, which the Employee would have been entitled for the year in which such termination of employment occurs approval shall not be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationunreasonably withheld.

Death or Disability. (a1) The Employee's employment under this Agreement shall be terminated by In the death event of the Employee. In addition, the EmployeeExecutive's termination of employment under this Agreement may be terminated by the Board of Directors on account of the Executive's death or Disability during the Agreement Term, in each case solely as a result of an injury sustained in an accident occurring while the Executive was performing work for the Company if (including business travel), 100% of the Employee shall be rendered incapable by illness unvested Full Price Options and 100% of a number of the Matching Discounted Options equal to the number of vested Earned Discounted Options immediately prior to the date of such death or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutivelyDisability, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employeeshall become fully vested and immediately exercisable, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after whole or in part, upon the date of this Agreement and prior to termination of such death or Disability, as the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such periodcase may be. (b2) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the EmployeeExecutive's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated on account of the Executive's death or Disability as a result of any other reason, fifty percent (50%) of the unvested Full Price Options and fifty percent (50%) of a number of the Matching Discounted Options equal to the number of vested Earned Discounted Options immediately prior to the date of such termination death or Disability, as the case may be, shall become fully vested and paid not later than twelve immediately exercisable, in whole or in part, upon the date of such death or Disability, as the case may be. (123) months None of the unvested Earned Discounted Options or Matching Discounted Options equal to the number of such unvested Earned Discounted Options immediately prior to the date of the Executive's death or Disability shall vest on account of the Executive's death or Disability as a result of any reason. However, in the event that the Executive, his legal representative or his estate elects within 180 days after the date of such terminationdeath or Disability, as the case may be, to pay $4.34 (exclusive of the exercise price) for up to fifty percent (50%) of the unvested Earned Discounted Options, the number of such unvested Earned Discounted Options so elected, plus an equal number of Matching Discounted Options, shall become fully vested and immediately exercisable, in whole or in part, upon such payment.

Death or Disability. (a) The Employee's Executive’s employment under this Agreement shall be terminated by automatically terminate upon his death and such employment shall terminate at the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the EmployeeCompany’s election, in the event of his Disability (as defined below), unless otherwise prohibited by law. In the event of such death after a termination and contingent upon Executive’s execution of a release of all claims against the Employee's employment has begunCompany in a form acceptable to the Company, Executive or his legal representatives, as applicable, will be entitled to and subject to the following: (i) Payment of any accrued but unpaid Base Salary payable hereunder through the date of such termination, any unpaid Annual Bonus actually earned with respect to any prior fiscal year and Benefits in accordance with the terms of the applicable plan; provided, that, all fringe benefits and perquisites shall continue terminate as of the date of termination, except as otherwise required by law; (ii) A pro rata portion of his Target Bonus for the fiscal year in which such termination occurs (provided that the applicable performance targets as determined by the Board have been satisfied or, in the reasonable business judgment of the Board, based on available information as of the date of termination, are likely to be paid satisfied) determined by multiplying the applicable Target Bonus amount by a fraction the numerator of which is the number of days in the fiscal year prior to the date of termination and the denominator of which is 365, payable at such time described in Section 4(b) hereof. In the then current rate event Executive has already received a payment representing a portion of his Target Bonus for the fiscal year in which such termination occurs, such payment shall be treated as an advance payment and deducted from the amount calculated in accordance with this paragraph (but in no event shall be subject to repayment by Executive); (iii) Continuation of the payment of his Base Salary in accordance with the payroll practices of the Company for three (3) full calendar months after following his termination date; (iv) The unvested portion of the Option held by the Executive shall terminate immediately and Executive (or his legal representatives, as applicable), shall have until the earlier of (i) one (1) year following the termination of employment, and any bonus to which employment or (ii) the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect end of the Disability Option term to exercise the portion of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on Option that is vested through the effective date of termination; (v) To the extent the Executive’s dependents (“Dependents”) are covered under any medical, prescription drug, or other health care plan of the Company at the time of such termination, such coverage shall continue, at no cost to the Executive and such Dependents, through the end of the calendar month which includes the first anniversary of such termination and the qualifying event for purposes of COBRA shall be deemed to be the first anniversary of such termination; providedand (vi) Executive (or his legal representatives, howeveras applicable) shall have the right (“Death or Disability Put”), that by written notice to the Company shall deduct from such payments the amount of given at any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for time which payment was made by the Company is within thirty (30) days after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination later of employment occurs shall be pro rated to (a) the date of such termination of Executive’s employment or (b) the applicable Maturity Date (as defined in 5(a) above) of the Option Shares subject to such Death or Disability Put, to sell to the Company all, but not less than all, of the Option Shares owned by Executive (or his legal representative) which may be subject to such Death or Disability Put on the date such put is exercised by the giving of such written notice for a price per share equal to the Fair Market Value Per Share of the Company’s common stock (as defined in Section 5(a) hereof) on the date such Death or Disability Put is so exercised. (vii) The Company shall have the right (“Death or Disability Call”) at any time which is both after the date Executive’s employment terminates due to death or Disability and the Maturity Date of the Option Shares which are the subject of such Death or Disability Call (“Purchase Date”) to purchase all, but not less than all, of the Option Shares owned by Executive which could be subject to such Call on the Exercise Date (as defined below). The price per share paid by the Company shall be equal to the Fair Market Value Per Share of the Company’s common stock on the Exercise Date. The Company shall give Executive at least thirty (30) days advance written notice of each exercise of the Executive Death or Disability Call and shall specify in such notice (a) the Purchase Date, which shall be not later more than twelve ninety (1290) months after days following the date of such terminationnotice, and (b) the date as of which the Fair Market Value Per Share of the Company’s common stock is to be determined for purposes of such Executive Termination Call (“Exercise Date”), provided that in no event may the Exercise Date be prior to the Maturity Date of the Option Shares subject to such Executive Termination Call. Any Option Shares purchased by the Company in connection with the exercise of the Death or Disability Call may be paid for in cash or in immediately available funds by check or by wire transfer. The Company’s rights under this subparagraph (vii) shall terminate upon the effectiveness of an Initial Public Offering. (viii) Any Option Shares purchased by the Company pursuant to subparagraphs (vi) or (vii) may be paid for in cash or in immediately available funds by check or by wire transfer. (ix) For purposes of this Agreement, “Disability” means a determination by the Board of the Company in accordance with applicable law that, as a result of a physical or mental illness, the Executive is unable and has been unable to perform the essential functions of his job with or without reasonable accommodation for a period of (i) 90 consecutive days or (ii) 180 days in any one (1) year period.

Death or Disability. (a) The Employee's employment under this Agreement shall be terminated In the event of death or a termination by the death Company of the Employee. In addition, ’s Employment (a “Termination of Employment”) by reason of the Employee's employment under this Agreement may be terminated by ’s Disability occurring after the Board date hereof, but before the end of Directors the Performance Period and before the occurrence of a Change in Control of the Company (as defined below), the portion of the Performance Share Award that will vest is calculated by dividing the number of days from January 1, 2014 until the date of Disability or death, by the total number of days in the Performance Period, multiplied by the number of Unit Delivered Shares and Deferred Dividend Shares in respect of each Performance Share Unit, if any, earned on the basis of actual achievement level of the Performance Criteria in the Performance Unit Plan Schedule. Any former Employee, upon Disability, or the estate of an Employee, upon death, will continue to hold the vested portion of the Performance Share Award, subject to the restrictions and all terms and conditions of this Agreement, until delivery of Shares pursuant to Section 2(c). Subject to Section 2(f), the appropriate number of Unit Delivered Shares and Deferred Dividend Shares, if any (calculated as provided in Section 2(b)) shall not be delivered until the completion of the Performance Period and the Determination Date. For purposes of this Agreement, a Termination of Employment shall be deemed to be by reason of “Disability” if upon such Termination of Employment, the Employee shall be rendered incapable by illness or any other disability have been continuously disabled from complying with performing the terms, conditions and provisions on his part duties assigned to be kept, observed and performed Employee for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of less than six consecutive calendar months and such Disability of the Employee, the Company shall give notice be deemed to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after have commenced on the date of this Agreement and prior to termination of following the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event end of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representativesix consecutive calendar months. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The Employee's ’s employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's ’s employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 120 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("“Disability"”). If the Employee's ’s employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date Effective Date of this Agreement and prior to termination of the Employee's ’s employment under this Agreement pursuant to this Section 6(a), the Employee's ’s Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's ’s employment has begun, the Salary payable hereunder (but excluding medical plan and other benefits) shall continue to be paid at the then current rate for three (3) months after the termination of employmentemployment in accordance with normal Company payroll practices. In addition, and any bonuses actually earned pursuant to Section 3 prior to the termination of the Employee’s employment (including, as reasonably determined by the Board of Directors or its Compensation Committee, a pro-rated amount of any annual bonus to which the Employee would have been entitled for the portion of the fiscal year in during which his death occurs termination takes place) shall be pro rated to the date of his death and paid not later than three five (35) months after the termination of employmentsuch termination. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's ’s personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's ’s employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's ’s employment has begun, the Company Salary payable hereunder (inclusive of paid medical plan then in effect and available, if any) shall pay continue to be paid at the Employee, in then current rate for six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at months after the rate termination of employment in effect on the effective date of such terminationaccordance with normal Company payroll practices; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date Effective Date of this Agreement and prior to the termination of the Employee's ’s employment. In addition, any bonuses actually earned pursuant to Section 3 prior to the termination of the Employee’s employment (including, as reasonably determined by the Board of Directors or its Compensation Committee, a pro-rated amount of any annual bonus to which the Employee would have been entitled for the portion of the fiscal year in during which such termination of employment occurs takes place) which shall be pro rated to the date of such termination and paid not later than twelve five (125) months after such termination.

Death or Disability. (a) The Employee's Xxxxxx'x employment under this Agreement shall be terminated by the death Company and membership on the board of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors directors of the Company if will terminate immediately upon his death; provided that, in the Employee event of Xxxxxx'x death before the Severance Date, in addition to the payments due under Section 3(c), Xxxxxx'x estate shall be rendered incapable by illness or any other disability from complying with entitled to receive the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess following: (i) that portion of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement Xxxxxx'x aggregate compensation that is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after accrued through the date of this Agreement and prior death to termination the extent not theretofore paid; (ii) any amounts or benefits required to be paid or provided which Xxxxxx is eligible to receive under any plan, program, policy, practice, contract or agreement of the Employee's employment under this Agreement Company to the extent not theretofore paid or provided; and (iii) the Base Salary and Stock Award that would have been payable to Xxxxxx pursuant to this Section 6(a)Sections 3(a) and (b) had Xxxxxx remained CEO and chairman of the board of directors of the Company until June 1, the Employee's 2002, said Base Salary shall to be reduced by an amount equal to such disability insurance benefits paid out during such periodnormal payroll periods until said date. (b) In If Xxxxxx becomes totally or partially disabled prior to the Severance Date, in addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this payments due under Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun3(c), the Company shall continue to pay Xxxxxx, as long as such disability continues to the Employeeapplicable payment date(s), in six (6i) equal semi-monthly installments, an aggregate amount equal the Base Salary payable to three (3) months' Salary Xxxxxx at the rate in effect on date his disability is determined, reduced dollar-for-dollar to the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount extent of any and all disability insurance benefits payments paid during such three-month period with respect to Xxxxxx through insurance programs, the Employee that premiums for which were paid for by the Company during any period for which payment was made by or its subsidiaries, and (ii) the Company after the date Stock Award. For purposes of this Agreement and prior the term "total disability" shall mean Xxxxxx'x inability due to illness, accident or other physical or mental incapacity to engage in the full time performance of his duties under this Agreement as reasonably determined by the board of directors of the Company based upon objective evidence. For purposes of this Agreement, "partial disability" shall mean Xxxxxx'x disability due to illness, accident or other physical or mental incapacity to engage in only the partial performance of his duties under this Agreement, as reasonably determined by the board of directors of the Company based upon objective evidence. In the event the parties are unable to resolve any dispute between them regarding any issue under this paragraph, including but not limited to the termination existence, nature or extent of any disability, then the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs dispute shall be pro rated resolved in the following manner, promptly upon written notice by either party to the date of such termination other: Each party shall designate a licensed physician or licensed mental health professional as said party's representative, and paid not later than twelve (12) months after such terminationthe two representatives shall select a third, neutral party, who shall be a licensed physician or licensed mental health professional, to decide the dispute.

Death or Disability. (a) The Company may by written notice to Employee or his personal representative terminate Employee's employment under this Agreement shall be terminated by the death on account of the Employeehis Total Disability. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the shall terminate automatically upon his death. For purposes hereof, Employee shall be rendered incapable deemed to experience a "Total Disability" if Employee is considered totally disabled under any group disability plan maintained by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to and in effect at that effect to the Employee time, or in the manner provided hereinabsence of any such plan, Employee shall be deemed to experience a Total Disability if he shall have been unable to perform his duties hereunder on a full-time basis for 90 consecutive days or longer, or for shorter periods aggregating 120 days in any 360-day period. In the event that of any dispute under this Section 7(a), Employee shall submit to a physical examination by a licensed physician mutually satisfactory to the Employee receives disability insurance benefits for which payment was made Company and Employee, the cost of such examination to be paid by the Company, and the determination of such physician shall be determinative. In the case of a Total Disability, until the Company after the date of this Agreement and prior to termination of the shall have terminated Employee's employment under this Agreement pursuant to this Section 6(a)hereunder in accordance with the foregoing, the Employee's Salary Employee shall be reduced by an amount equal entitled to receive compensation provided for herein notwithstanding any such disability insurance benefits during such period. (b) Total Disability. In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to on account of his Total Disability, such Disability pursuant to Section 6(atermination shall be effective immediately upon notice, in which case Employee or his representative will have no rights or claims against the Company under this Agreement except as follows: (i) after Employee (or his estate or representative, as applicable) shall be paid (A) any unpaid portion of his Base Salary computed on a pro rata basis through the effective date of his termination and (B) any unreimbursed expenses properly incurred; (ii) All other of Employee's employment has begunaccrued but unpaid rights shall be as determined under any incentive compensation, stock option, retirement, employee welfare or other employee benefits plan or program of the Company in which Employee is then participating at the time of his termination; and (iii) in the case of Employee's Total Disability only, the Company shall pay the continue Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary 's medical benefits coverage existing at the rate time of his termination for as long as permissible under the Company's health benefits policies (not to exceed 60 days) and the Company further agrees to pay Employee's COBRA premiums for a period of the lesser of (A) 6 months thereafter and (B) the remainder of the Term, with such premiums to provide for coverage at the same level and subject to the same terms and conditions as in effect on for Employee at the effective date time of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The Employee's employment under 9.1. If Executive shall die during the term hereof, this Agreement shall immediately terminate, except that Executive's legal representatives or designated beneficiaries shall be terminated by entitled to receive (i) the death Base Salary due to Executive hereunder to the last day of the Employee. In additionmonth following the month in which his death occurs, payable in accordance with the EmployeeCompany's employment regular payroll practices, (ii) all other benefits payable upon death under this Agreement may be terminated by any employee benefit program or other insurance covering the Board of Directors Executive as of the Company if date of death; and (iii) the Employee shall be rendered incapable by illness or any other disability from complying with right to exercise immediately the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment option granted under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided hereinSection 4. 9.2. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the EmployeeExecutive, as hereinafter defined, the Executive shall be entitled to continue to receive payment of his Base Salary (prorated as may be necessary) in accordance with the event terms of Section 3 hereof through the last day of the termination of sixth month following the Employeemonth in which Executive's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date is terminated as a result of such termination; provided, however, that the Company shall deduct from such payments the amount of Disability. t any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company time after the date of this Agreement the Notice (as hereinafter defined) and prior during the continuance of the Executive's Disability, the Company may at any time thereafter terminate Executive's employment hereunder by written notice to the termination of Executive. The term "Disability" shall mean physical or mental illness or injury which prevents the Employee's employment. In addition, any bonus to which the Employee would have been entitled Executive from performing his customary duties for the year in which such termination Company for a period of employment occurs shall be pro rated to the date thirty (30) consecutive days or an aggregate period of such termination and paid not later than ninety (90) days out of any consecutive twelve (12) months after such terminationmonths. The date of commencement of Disability shall be the date set forth in the notice (the "Notice") given by Company to the Executive at any time following a determination of Disability, which date shall not be earlier than the date the Notice is given by Company. A determination of Disability by Company shall be solely for the purposes of this Section 9.2 and shall in no way affect the Executive's status under any other benefit plan applicable to the Executive.

Death or Disability. (a) The If Employee's employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Employee's death or Disability (defined as the failure, because of illness, incapacity or injury which is determined to be total and permanent by a physician selected by Employer or its insurers and acceptable to Employee or Employee's legal representative (such agreement as to acceptability not to be withheld unreasonably) to render for six consecutive months or for shorter periods aggregating 120 or more business days in any twelve (12)-month period, the services contemplated by this Agreement after Employer has provided written notice of termination for such Disability to Employee), this Agreement shall terminate without further obligations to Employee (or Employee's heirs or legal representatives) under this Agreement, other than for: (i) payment of the sum of (A) Employee, the Company shall give notice to that effect to the Employee 's then base salary as set forth in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after Section 4(a) through the date of this Agreement and prior to termination, (B) if the termination occurs during Year 1, a pro rata portion of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue $100,000 bonus to be paid at pursuant to Section 4(b)(i) of this Agreement (based on the then current rate for three (3number of whole months worked by Employee up to the time of termination) months after or, if the termination occurs in Years 2, 3 or 4, the amount of employmentany profit sharing payment earned for the period up to and including the termination as determined under the applicable profit sharing plan referred to in Sections 4(b)(ii) and 4(b)(iii) of this Agreement, (C) the pro rata portion of the Guaranteed Minimum Special Bonus, as set forth in Exhibit 1 hereto, (D) any compensation previously deferred by Employee (together with any accrued interest or earnings thereon), and (E) any bonus to which the Employee would have been entitled for the year accrued vacation pay, in which his death occurs shall be pro rated each case to the date extent not theretofore paid (the sum of his death the amounts described in clauses (A), (B), (C), (D) and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(bE) shall be paid to the Employee or Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employeeestate or beneficiary, as applicable, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, a lump sum in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company cash within 30 days after the date of this Agreement and prior termination or any earlier time required by applicable law); and (ii) payment to Employee or Employee's estate or beneficiary, as applicable, any amount due pursuant to the termination terms of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationapplicable welfare benefit plan.

Death or Disability. If, during the Employment Period (a) The Employeeother than any portion of the Employment Period occurring within six months following a Change in Control), the Executive's employment under this Agreement shall terminate on account of death or Disability: (i) the Company shall pay to the Executive or his estate in a lump sum in cash within 30 days after the Date of Termination the sum of (x) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (y) the product of (1) the Target Bonus and (2) a fraction, the numerator of which is the number of whole and partial months in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 12, to the extent not theretofore paid (the sum of the amounts described in clauses (x) and (y) shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part hereinafter referred to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("DisabilityAccrued Obligations"). If ; (ii) to the Employee's employment under this Agreement is terminated by reason of Disability of the Employeeextent not theretofore paid or provided, the Company shall give notice to that effect timely pay or provide to the Employee in Executive or his estate or beneficiaries any other amounts or benefits required to be paid or provided or which the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); (iii) the Company shall pay to the Executive or his estate in a lump sum in cash within 30 days after the date Date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by Termination an amount equal to such disability insurance benefits during such period.the product of (x) two (2) and (y) the sum of the Executive's current Annual Base Salary and Target Bonus, and (biv) In addition to all stock options shall vest and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled remain exercisable for the year in which his death occurs shall be pro rated to the date remainder of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any their term and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement restricted stock awards and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs other awards shall be pro rated to the date of such termination vest and paid not later than twelve (12) months after such terminationbecome immediately payable.

Death or Disability. (a) The If Employee's ’s employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee’s death or Disability, the Company shall give notice pay to that effect Employee or Employee’s legal representatives (i) within 60 days after the Employee’s Date of Termination, a lump sum in cash equal to the sum of Employee’s Annual Base Salary through the Date of Termination to the extent not previously paid and any compensation previously deferred by Employee (together with any accrued interest or earnings thereon) (the “Accrued Obligations”); (ii) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid, which amount shall be paid at such time as the Company pays other executives of the Company annual bonuses for the prior calendar year (but in no event later than the time specified in Section 3(b)(ii) of this Agreement); (iii) without duplication of any amount payable pursuant to clause (ii) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the time specified in Section 3(b)(ii) of this Agreement); (iv) any amounts arising from Employee’s participation in, or benefits under, any Investment Plan (the “Accrued Investments”), which amounts shall be paid in accordance with the terms and conditions of such Investment Plan; (v) any amounts to which Employee or Employee’s spouse, beneficiaries or estate are entitled from Employee’s participation in, or benefits under, any Welfare Plan (“Accrued Welfare Benefits”), which amounts shall be paid in accordance with the terms and conditions of such Welfare Plan; and (vi) solely in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after case of Employee’s death, six consecutive bi-weekly payments equal to 1/26th of Employee’s Annual Base Salary as of the date of this Agreement and immediately prior to termination the Date of Termination, payable following the Date of Termination in accordance with the customary payroll policies for executive officers of the Employee's employment under this Agreement pursuant to Company. Except as described in this Section 6(a5(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such Employee’s termination by reason of Employee’s death after the or Disability, Employee and Employee's employment has begun’s legal representatives, the Salary payable hereunder as applicable, shall continue forfeit all rights to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationcompensation.

Death or Disability. To the extent consistent with federal and state law, upon written notice to Employee, Employer may terminate Employee’s employment due to Employee’s Disability. Additionally, Employee’s employment shall terminate on Employee’s death. “Disability” means (ai) The Employee's employment under this ’s inability to engage in any substantial, gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) Employee is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income Xxx Xxxxxx– Employment Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed replacement benefits for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later less than three (3) months after the termination of employmentunder an accident or health plan covering Employer’s employees. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begundeath or Disability, the Company Employer shall pay Employee (or his legal representative) his base salary prorated through the Employeedate of termination, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on at the effective date time of such termination; provided, howevertogether with any benefits accrued, that the Company shall deduct from such payments the amount including, but not limited to, a pro-rata share of any and all disability insurance benefits paid during such three-month period with respect to bonus earned for the Employee that were paid for by the Company during any period for which payment was made by the Company after year of termination, through the date of this Agreement termination. Any such bonus shall be payable in the calendar year following the performance year. Notwithstanding Section 3.4, the Stock Agreements for the Granted Stock and prior the Option Agreements for the Options shall provide that, notwithstanding any contrary provisions in the Plan, in the event Employee’s employment is terminated due to Employee’s death or Disability, all then unvested portions of the Granted Stock and Options will immediately vest in full and, in the case of the Options, be exercisable as of the termination of the Employee's employmentdate. In addition, any bonus to which the Employee would have been entitled Option Agreements for the year Options shall provide that, notwithstanding any contrary provisions in which such the Plan, in the event Employee’s employment is terminated due to Employee’s death or Disability, any vested portion of the Options not previously terminated in accordance with the Option Agreements and the Plan, may be exercised within five (5) years after the termination of employment occurs shall be pro rated date, or on or prior to the date of such termination Option Expiration Date (as specified and paid not later than twelve (12) months after such terminationdefined in the respective Stock Option Grant Notices for the Options), whichever is earlier.

Death or Disability. (a) The If Employee's ’s employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated under Section 7.1(b) hereof by reason of Disability of the Employee’s death, the Company Prosperity shall give notice pay to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company Employee’s legal representatives, within thirty (30) days after the date of Employee’s death, cash in one lump sum, less applicable withholding deductions, equal to aggregate of the following amounts: (i) to the extent not theretofore paid, Employee’s Base Salary at the annual rate in effect at the time of death through the date of death; and (ii) any accrued vacation pay not yet paid by Prosperity; and (iii) all other amounts or benefits owing or accrued to, vested in, or earned by Employee through the date of death under the then existing or applicable plans, programs, arrangements and policies of Prosperity, except to the extent that the terms of any applicable plan, program, arrangement or policy provide for a different time or form of payment, in which case such amounts will be paid in accordance with the terms of such plan, program, arrangement or policy. Prosperity shall have the sole discretion to determine when within the thirty (30) day period following the date of death such payment shall be made, and neither Employee nor Employee’s legal representative or beneficiary shall have no right to designate the taxable year in which such payment shall be made. Anything in this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a)contrary notwithstanding, the Employee's Salary ’s legal representatives or beneficiaries shall be reduced by an amount equal entitled to such disability insurance receive benefits during such periodprovided under the then existing or applicable plans, programs, arrangements or policies of Prosperity relating to death. (b) In addition If Employee’s employment is terminated under Section 7.1(b) hereof by reason of Employee’s Disability, Prosperity shall pay to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death within thirty (30) days after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination by reason of employment. All sums payable pursuant to this Section 6(b) shall be paid Employee’s Disability, cash in one lump sum equal to the Employee's personal representative.aggregate of the following amounts, less applicable withholding deductions: (ci) In addition to and the extent not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the theretofore paid, Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' ’s Base Salary at the annual rate in effect on at the effective time of such termination through the date of such termination; providedand (ii) any accrued vacation pay not yet paid by Prosperity; and (iii) all other amounts or benefits owing or accrued to, howevervested in, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the or earned by Employee that were paid for by the Company during any period for which payment was made by the Company after through the date of this Agreement termination under the then existing or applicable plans, programs, arrangements and prior policies of Prosperity, except to the termination extent that the terms of the Employee's employment. In additionany applicable plan, any bonus to which the Employee would have been entitled program, arrangement or policy provide for the year a different time or form of payment, in which case such termination of employment occurs shall amounts will be pro rated to paid in accordance with the date terms of such termination and paid not later than twelve (12) months after such terminationplan, program, arrangement or policy.

Death or Disability. (a) The EmployeeIf the Executive's employment is terminated during the Retention Period by reason of the Executive's death or Disability, this Agreement shall terminate without further obligations by the Company to the Executive's legal representatives or the Executive under this Agreement shall be terminated by other than the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days following: (whether or not consecutivei) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect pay to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by Executive or his legal representative(s) an amount equal to the aggregate cash compensation Executive would have received for the remainder of the five-year term of employment had the amount of the annual cash compensation that Executive would have received for the remainder of such disability insurance benefits during five-year term been equal to the annual cash compensation Executive was receiving as of the Date of Termination, such period. (b) In addition amount to and not in substitution for any other benefits which may be payable paid by the Company in respect within thirty (30) days after the Date of Termination; (ii) upon the Date of Termination, the Options and the Director Options shall become fully vested, and the Executive or his legal representative(s) may exercise all or any portion of the death Options and/or the Director Options for a period of the Employee, in the event of such death one (1) year after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination Date of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, Termination in the event of the termination Executive's death or one hundred eighty (180) days after the Date of Termination in the event of the EmployeeExecutive's employment Disability (but in neither case later than the expiration date of the Options and/or the Director Options), at which time any unexercised Options and Director Options shall terminate and be of no further force or effect; (iii) the Executive shall be entitled to all other compensation and benefits accrued hereunder due through the Date of Termination, including, for this purpose (A) any compensation previously deferred by the Executive (together with any accrued earnings thereon) and not yet paid by the Company, (B) any other amounts or benefits owing to such Disability pursuant the Executive under any of the Company's incentive compensation plans, stock option plans, restricted stock plans or other similar plans, and (C) any amounts or benefits owing to Section 6(athe Executive under any of the Company's employee benefit plans or policies; and (iv) after the Employee's employment has begun, the Company shall continue to provide health insurance coverage for all of the Executive's dependents until each dependent reaches age 18 and shall continue to pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount cost of any and all disability insurance benefits paid during premiums for such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationhealth insurance.

Death or Disability. (a) The Employee's employment under Except as otherwise provided in this Agreement, this Agreement shall be terminated by automatically terminate upon the death or disability of the EmployeeExecutive. In additionFor purposes of this Section 6(a), “disability” shall mean (i) the Employee's employment under this Agreement may Executive is unable to engage in her customary duties by reason of any medically determinable physical or mental impairment that can be terminated expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by the Board reason of Directors any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the termsnot less than 12 months, conditions and provisions on his part to be kept, observed and performed receiving income replacement benefits for a period in excess of 180 days not less than three months under an accident and health plan covering employees of the Company; or (whether iii) the Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or not consecutiveher guardian) (or 90 days consecutivelythe Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to the Executive or her personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any earned but unpaid bonuses, and (iv) all equity awards previously granted to the Executive under any equity incentive plan established by the Company shall thereupon become fully vested, and the Executive or her legally appointed guardian, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice have up to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after three months from the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the or one year in which his death occurs shall be pro rated to from the date of his death and paid not later than three (3death) months after the termination of employment. All sums payable pursuant to this Section 6(b) exercise all such previously granted options, provided that in no event shall any option be paid to the Employee's personal representativeexercisable beyond its term. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The EmployeeIf the Executive's employment under this Agreement is terminated during the Term by reason of his death or Disability, the Company shall pay to the Executive (or his legal representatives or estate or as may be terminated directed by the death legal representatives of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutivelyestate, as the case may be) (i) the Executive's full Base Salary to the Executive through the Date of Termination at the rate in effect immediately prior to the Date of Termination, during a 12together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company's compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination, (ii) the Executive's earned or allocable but unpaid Target Bonus in such amount as shall be determined by the Compensation Committee and accrued but unused vacation days as of the Date of Termination, and (iii) the Executive's normal post-month period termination compensation and benefits as such payments become due and any other amounts owed to the Executive. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company's retirement, insurance, stock option, appreciation right and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination. The amounts described in clauses (i), (ii) and (iii) of this Section 11(a) are hereinafter referred to herein as the "Accrued Obligations." (b) Termination by the Company for Cause or By Executive Other than for Good Reason. If the Executive's employment shall be terminated during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable Cause or by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate Executive other than for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begunGood Reason or Disability, the Company shall pay to the EmployeeExecutive the Accrued Obligations only. (c) Termination By Company Other than for Cause or Disability or By Executive for Good Reason. If (i) the Executive's employment is terminated during the Term by the Employee for Good Reason, in six or (6ii) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on Executive's employment is terminated during the effective date of such termination; provided, however, that term by the Company other than for Cause or Disability then the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect pay to the Employee that were paid for by Executive the Company during any period for which payment was made by Accrued Obligations and the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year Severance Payments described in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationSection 12 below.

Death or Disability. (a) The If Employee's ’s employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability Employee’s Death or Disability, this Agreement shall terminate without further obligations to Employee or his legal representatives under this Agreement (except as provided in this Section IV-D-1), other than for (a) payment of the sum of (i) Employee's pro rata portion of the annual base salary through the date of termination to the extent not theretofore paid, (ii) Employee's pro rata portion of the Bonus for any unpaid amounts accrued prior to termination for the calendar year during which the Employee's Death or Disability occurs, and (iii) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”), which shall be paid to Employee or his estate or beneficiary, as applicable, in a lump sum in cash within thirty (30) days of the date of termination; (b) payment to Employee or his estate or beneficiary, as applicable, any amounts due pursuant to the terms of any applicable welfare benefit plans, and (c) to the extent termination is due to Disability, until the earlier of the end of such Disability and one (1) year following Employee's notice to the Company of any such Disability, continued participation in medical, dental, hospitalization and life insurance coverage and in all other plans and programs in which Employee was participating (on the same basis he was participating) on the date of termination. Upon a termination as a result of Death or Disability, the Company shall give notice Options, and any other options granted to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after during his employment, to the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to extent outstanding and not in substitution for any other benefits which may be payable by previously vested at the Company in respect of the death of the Employee, in the event time of such death after the Employee's employment has beguntermination, the Salary payable hereunder shall thereupon vest in full and shall continue to be paid at the then current rate exercisable for a period of three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months years after such termination.

Death or Disability. To the extent consistent with federal and state law, upon written notice to Employee, Employer may terminate Employee’s employment due to Employee’s Disability. Additionally, Employee’s employment shall terminate on Employee’s death. “Disability” means (ai) The Employee's employment under this Agreement shall ’s inability to engage in any substantial, gainful activity by reason of any medically determinable physical or mental impairment which can be terminated expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) Employee is, by the reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of the Employee. In additionnot less than twelve (12) months, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed receiving income replacement benefits for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later less than three (3) months after the termination of employmentunder an accident or health plan covering Employer’s employees. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begundeath or Disability, the Company Xxxxxxxx Xxxxxx – Employment Agreement Employer shall pay Employee (or his legal representative) his base salary prorated through the Employeedate of termination, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on at the effective date time of such termination; provided, howevertogether with any benefits accrued, that the Company shall deduct from such payments the amount including, but not limited to, a pro-rata share of any and all disability insurance benefits paid during such three-month period with respect to bonus earned for the Employee that were paid for by the Company during any period for which payment was made by the Company after year of termination, through the date of this Agreement termination. Any such bonus shall be payable in the calendar year following the performance year. Notwithstanding Section 3.4, the Stock Agreements for the Granted Stock and prior the Option Agreements for the Options shall provide that, notwithstanding any contrary provisions in the Plan, in the event Employee’s employment is terminated due to Employee’s death or Disability, all then unvested portions of the Granted Stock and Options will immediately vest in full and, in the case of the Options, be exercisable as of the termination of the Employee's employmentdate. In addition, any bonus to which the Employee would have been entitled Option Agreements for the year Options shall provide that, notwithstanding any contrary provisions in which such the Plan, in the event Employee’s employment is terminated due to Employee’s death or Disability, any vested portion of the Options not previously terminated in accordance with the Option Agreements and the Plan, may be exercised within five (5) years after the termination of employment occurs shall be pro rated date, or on or prior to the date of such termination Option Expiration Date (as specified and paid not later than twelve (12) months after such terminationdefined in the respective Stock Option Grant Notices for the Options), whichever is earlier.

Death or Disability. (a) The EmployeeIf the Executive's employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of the Executive's death or Disability of during the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period.Employment Period; (bi) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) The Accrued Obligations shall be paid to the EmployeeExecutive's personal representative.estate or beneficiaries or to the Executive, as applicable, in cash within thirty (30) days of the Date of Termination; (cii) In addition At the time when annual bonuses are paid to and not other Peer Executives for the fiscal year in substitution for any other benefits which may be payable by the Company Date of Termination occurs (but in respect no event later than the fifteenth day of the Disability third month following the end of the Employee, fiscal year in which the event Date of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begunTermination occurs), the Company Executive's estate or beneficiaries or the Executive, as applicable, shall pay the Employee, in six (6) equal semi-monthly installments, be paid an aggregate amount equal to three the product of (3A) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus Annual Bonus to which the Employee Executive would have been entitled for entitled, if the year in Executive's employment had not been terminated, and (B) a fraction, the numerator of which such termination of employment occurs shall be pro rated the number of days in such fiscal year through the Date of Termination and the denominator of which shall be 365, to the date extent not theretofore paid; (iii) All equity or equity-based awards, including the Founder's UARs and the PTUs, held by the Executive shall become fully vested, non-forfeitable and exercisable (if applicable) as of the Date of Termination and shall be exercisable (if applicable) according to the terms of the applicable award agreement; (iv) The Other Benefits shall be paid or provided to the Executive's estate or beneficiaries or to the Executive, as applicable, in accordance with the applicable plans; and (v) Through the remainder of the Employment Period, or such termination longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Executive and/or the Executive's eligible dependents shall continue to be provided with medical, prescription and paid dental benefits as if the Executive's employment had not later than twelve (12) months after such terminationbeen terminated.

Death or Disability. (a) The Employee's employment under Except as otherwise provided in this Agreement, this Agreement shall be terminated by automatically terminate upon the death or disability of the Employee. In additionFor purposes of this Section 7(a), the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if “disability” shall mean (i) the Employee shall is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be rendered incapable expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Employee is, by illness reason of any medically determinable physical or any other disability from complying with the termsmental impairment that can be expected to result in death, conditions and provisions on his part to be keptor last for a continuous period of not less than 12 months, observed and performed receiving income replacement benefits for a period in excess of 180 days not less than three months under an accident and health plan covering employees of the Company; or (whether iii) the Employee is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Employee’s regularly attending physician (or not consecutivehis guardian) (or 90 days consecutivelythe Social Security Administration, where applicable). In the event that the Employee’s employment is terminated by reason of Employee’s death or disability, the Company shall pay the following to the Employee or his legally appointed representative: (i) any accrued but unpaid Base Salary for services rendered through the date of termination, (ii) accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any earned but unpaid bonuses, and (iv) all equity awards previously granted to the Employee under the Plan or similar plan shall thereupon become fully vested, and the Employee or his legally appointed representative, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice have up to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after one year from the date of this Agreement and prior termination to termination of exercise all previously granted options, provided that in no event shall any option be exercisable beyond its term. The Employee (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Employee's ’s employment under this Agreement is terminated because of disability, any benefits (except perquisites) to which the Employee may be entitled pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b6(b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder hereof shall continue to be paid at or provided by the then current rate Company, as the case may be, for three (3one year, subject to the terms of any applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) months after or otherwise. In the termination event all or a portion of employment, and any bonus the benefits to which the Employee would have been was entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) hereof are subject to 409A of the Code, the Employee shall not be paid entitled to the Employee's personal representative. (c) In addition benefits that are subject to and not in substitution for any other benefits which may be payable by the Company in respect Section 409A of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect Code subsequent to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which “applicable 2½ month period” (as such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationterm is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. (a) The Employee's employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as such that the case may be, during a 12Employee qualifies for long-month period during term disability benefits under any long-term disability policy the Term of Employment company maintains which covers the Employee ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give written notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits paid for which payment was made by the Company after the date of this Agreement and during any period prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death or Disability of the Employee, in the event of such death after the Employee's employment has begunor Disability, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death or Disability occurs shall be pro rated to the date of his death or termination of employment on account of Disability and paid not later than three (3) months after the termination of employment. All In the event of the death of the Employee during the Term of this Agreement, the sums payable pursuant to this Section 6(b) hereunder shall be paid to the Employee's his personal representativerepresentative or executor. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The Employee's If Executive’s employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the EmployeeExecutive’s death or due to Executive’s Disability, then: (a) Executive (or Executive’s beneficiary or estate) is entitled to receive or otherwise to be provided, and the Company shall give notice pay or provide to that effect Executive (or to Executive’s beneficiary or estate): (i) The aggregate of the Employee following, in a single lump sum, on or before the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company date thirty (30) days after the date of this Agreement Termination Date: (A) the Accrued Obligations, (B) the Prior Year Bonus, and prior to termination (C) the Pro Rata Bonus; and (ii) The timely payment or timely provision of the Employee's employment under this Agreement pursuant to this Section 6(a), Other Benefits in accordance with the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such periodterms and conditions of the applicable benefit plan. (b) In addition Subject to timely execution of a Release pursuant to Section 8.6 and not compliance with Exhibit A, (i) the portion of the Service Option and of the Other Equity Awards (other than the Performance Option), in substitution for any other benefits which may be payable by each case, that would have vested in the twelve (12) month period following the Termination Date had Executive’s employment with the Company in respect of continued, shall automatically and immediately vest and become exercisable; (ii) the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder Performance Option shall continue to vest if, and only if, the performance criteria specified in Section 5.3(c) are satisfied during the twelve (12) month period following the Termination Date, (iii) any such accelerated Service Option, Performance Option and Other Equity Awards shall remain outstanding and be paid at exercisable, to the then current rate extent applicable, for three a period of twelve (312) months after from the termination later of employmentthe Termination Date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award, and any bonus to which (iv) all restrictions on the Employee would have been entitled for portion of the year in which his death occurs shall be pro rated to Other Equity Awards that is vested as of the date of his death and paid not later than three Termination Date (3or during the twelve (12) months after month period following the termination of employment. All sums payable pursuant to this Section 6(bTermination Date) shall be paid to the Employee's personal representativeautomatically and immediately lapse. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect The outstanding portion of the Disability Service Option, Performance Option and of the EmployeeOther Equity Awards, in the event each case, that is vested as of the termination Termination Date (including the applicable portion of the Employee's employment hereunder due to such Disability pursuant to Section 6(aDeemed Vested Equity) after the Employee's employment has begunshall remain exercisable by Executive, the Company shall pay the Employeeor Executive’s estate, in six (6) equal semi-monthly installmentsif applicable, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date through and inclusive of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationthe Termination Date. (d) All Unvested Equity shall be forfeited as of the Termination Date.

Death or Disability. (a) The If Employee's ’s employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee’s death or Disability, the Company shall give notice pay to that effect Employee or Employee’s legal representatives: (i) within 60 days after the Employee’s Date of Termination, a lump sum in cash equal to the sum of Employee’s Annual Base Salary through the Date of Termination to the extent not previously paid and any compensation previously deferred by Employee in (together with any accrued interest or earnings thereon) (the manner provided herein. In “Accrued Obligations”); (ii) the event that amount of any Annual Bonus to which Employee was entitled for the Employee receives disability insurance benefits for calendar year ending prior to the Date of Termination to the extent not previously paid, which payment was made by amount shall be paid at such time as the Company after pays other executives of the date Company annual bonuses for the prior calendar year (but in no event later than the time specified in Section 3(b)(ii) of this Agreement and prior Agreement); (iii) without duplication of any amount payable pursuant to termination clause (ii) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee's employment under ’s Date of Termination occurs (but in no event later than the time specified in Section 3(b)(ii) of this Agreement pursuant Agreement); (iv) any amounts arising from Employee’s participation in, or benefits under, any Investment Plan (the “Accrued Investments”), which amounts shall be paid in accordance with the terms and conditions of such Investment Plan; and (v) any amounts to which Employee or Employee’s spouse, beneficiaries or estate are entitled from Employee’s participation in, or benefits under, any Welfare Plan (“Accrued Welfare Benefits”), which amounts shall be paid in accordance with the terms and conditions of such Welfare Plan. Except as described in this Section 6(a5(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such Employee’s termination by reason of Employee’s death after the or Disability, Employee and Employee's employment has begun’s legal representatives, the Salary payable hereunder as applicable, shall continue forfeit all rights to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationcompensation.

Death or Disability. (a) The Employee's If Employee becomes permanently disabled (determined as provided below) during the Employment Term, his employment under this Agreement shall be terminated by may terminate at the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors election of the Company if as of the date such permanent disability is determined. Employee shall be rendered incapable considered to be permanently disabled for purposes of this Agreement if he is unable by reason of accident or illness or any other disability from complying (including mental illness) to perform the material duties of his regular position with the terms, conditions Company and provisions on is not expected to recover from his part disability within a period of six (6) months from the commencement of the disability. If at any time Employee claims or is claimed by the Company to be keptpermanently disabled, observed a physician acceptable to both Employee, or the Representative, and performed for a period in excess of 180 days the Company (whether or which acceptances shall not consecutivebe unreasonably withheld) or 90 days consecutively, as shall be retained by the case may be, during a 12-month period during Company and shall examine Employee. Employee shall cooperate fully with the Term of Employment ("Disability")physician. If the Employee's employment under this Agreement physician determines that Employee is terminated by reason permanently disabled, the physician shall deliver to the Company a certificate certifying both that Employee is permanently disabled and the date upon which the condition of Disability permanent disability commenced. The determination of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary physician shall be reduced by an amount equal to such disability insurance benefits during such periodconclusive. (b) In addition the event of the permanent disability of Employee, Employee shall be entitled to his Salary (under Section 3(a)) and not in substitution benefits (under Section 5) for services performed through the date of his permanent disability and shall also be entitled to his Salary (under Section 3(a)) and benefits (under Section 5) through the period ending two (2) years after the date of Employee's permanent disability; provided, however, that any other benefits which such amounts for Salary continuation, at the option of the Company, may be payable reduced by any amount received by Employee under any permanent disability insurance policy or other benefit program such as Social Security. Without limitation, termination of Employee pursuant to this Section 13 as a result of Employee's permanent disability shall not relieve Employee o(Pounds) his obligations under Sections 7, 8 or 9 hereof. (c) In the Company in respect event of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs estate or heirs shall be pro rated entitled to his Salary (under Section 3(a)) and benefits (under Section 5) for services performed through the date of his death and paid not later than three shall also be entitled to his Salary (3under Section 3(a)) months after and benefits (under Section 5) through the termination of employment. All sums payable pursuant to this Section 6(bperiod ending two (2) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company years after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationhis death.

Death or Disability. Your employment shall immediately terminate on the date of your death or upon ten (a10) The Employee's employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give days’ prior written notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after for Disability (as defined in the Company’s long term disability plan as in effect from time to time or, if no such plan is in effect, as defined under Code Section 409A (as defined in Section 20 below)). Upon your termination due to death or Disability, you (or your estate or legal representative, if applicable) shall be entitled to the following payments and benefits: (i) any unpaid Base Salary through the date of this Agreement termination, reimbursement for any unreimbursed business expenses under the Company’s expense reimbursement policy incurred through the date of termination and prior to any accrued but unused vacation time in accordance with Company policy, payable within thirty (30) days following such termination of employment, (ii) all other vested payments, benefits or fringe benefits to which you shall be entitled under the Employee's employment under this Agreement pursuant terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant (collectively, Sections 7(a)(i) and 7(a)(ii) hereof shall be hereafter referred to this Section 6(aas the “Accrued Benefits”), and (iii) subject to your compliance with the Employee's Salary shall be reduced by obligations in Sections 8, 9 and 10 hereof, an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the average of the annual full-year cash bonuses you received from the Company in respect of for the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after completed calendar years prior to termination (or fewer full year periods if the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later employment term is less than three (3) months after years, with 2011 being deemed a full year of service and any pro rated bonus paid for 2011 being adjusted upward for the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution full year for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date purposes of such termination; providedcalculation), however, that pro rated for the Company shall deduct from such payments the amount portion of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to occurred (the date of such termination and paid not later than “Pro Rata Average Bonus”), payable in twelve (12) months after equal monthly installments following such termination; provided, that the first payment shall be made on the first payroll period after the sixtieth (60th) day following such termination and shall include payment of any amounts that would otherwise be due prior thereto.

Death or Disability. (a) The EmployeeIn the event of the termination of the Executive's employment under this Agreement shall be terminated by as a result of his death or Disability, Xxxxxx shall: (i) pay to the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness Executive or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutivelyestate, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Base Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to through the date of his death or Disability (pro rated for any partial month); (ii) pay to the Executive or his estate, as the case may be, any accrued and paid not later than three unpaid Bonus in accordance with Section 4(b); (3iii) months after treat the termination of employment. All sums Options as set forth in the Stock Option Agreement; (iv) reimburse the Executive, or his estate, as the case may be, for any expenses reimburseable pursuant to Section 4(d) (the amounts payable pursuant to the foregoing clauses (i), (ii) and this Section 6(bclause (iv) shall be paid being hereafter referred to as the "ACCRUED OBLIGATIONS"); (A) in the case of Executive's death, (1) pay to Executive's estate, or to the Employee's personal representative. beneficiaries of the $1,000,000 life insurance policy referred to in Section 4(f), the entire amount of such proceeds; or (c2) In addition to and in the event such insurance is not in substitution for any other benefits which may be payable by force or the Company proceeds thereof are less than his annual Base Salary then in respect effect, pay to Executive's estate the excess of the Disability of the Employeesuch annual Base Salary over such proceeds, in twelve equal monthly payments; and (B) in the event of the termination of the EmployeeExecutive's employment hereunder due disability, pay to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, him or his representative an aggregate amount equal to three (3) months' his annual Base Salary at the rate then in effect on in twelve equal monthly payments. In any of the effective date foregoing cases, payment shall made or commence within 30 days after the delivery to Xxxxxx of reasonable evidence of the appointment of an executor, administrator or other representative legally authorized to receive such payments. (vi) provide to the Executive and/or his family, as the case may be, (A) for the first year after the Executive's death or Disability, continued coverage under all welfare benefit plans including medical, accident, life or other disability plans and programs in which the Executive and his family participated immediately prior to his death or Disability, and sharing in the cost of such termination; provided, however, that benefit coverage in the Company shall deduct from such payments same proportion as was in effect for the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and Executive immediately prior to his death or Disability and (B) after such one (1) year period, the termination Executive or his estate, as the case may be, shall be responsible for the full cost of the EmployeeExecutive's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationCOBRA payments.

Death or Disability. (a) The Employee's employment under this A. This Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability disability, from complying with the terms, conditions and provisions on his Employee's part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment Employment Agreement Page 3 Judith S. Hedstrom ("Disability"). If the Employee's employment under this Agreement is xxxx Xxxxxxxxx xx terminated by reason of Disability of the Employee, the Company shall give written notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits paid for which payment was made by the Company after the date of this Agreement and during any period prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a6(A), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) B. In addition to and not in substitution for any other benefits which may be payable by the Company in with respect to the death or Disability of the death of the Employee, Employee in the event of such death after the Employee's employment has begunor Disability, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his Employee's death occurs shall be pro rated to the date of his Employee's death and paid not later than three (3) months after the termination of employment. All In the event of the death of the Employee during the Term of this Agreement, the sums payable pursuant to this Section 6(b) hereunder shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The Employee's employment under Except as otherwise provided in this Agreement, this Agreement shall be terminated by automatically terminate upon the death or disability of the EmployeeExecutive. In additionFor purposes of this Section 6(a), “disability” shall mean (i) the Employee's employment under this Agreement may Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be terminated expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by the Board reason of Directors any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the termsnot less than 12 months, conditions and provisions on his part to be kept, observed and performed receiving income replacement benefits for a period in excess of 180 days not less than three months under an accident and health plan covering employees of the Company; or (whether iii) the Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or not consecutivehis guardian) (or 90 days consecutivelythe Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to the Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any earned but unpaid bonuses, and (iv) all equity awards previously granted to the Executive under any equity incentive plan established by the Company shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice have up to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after three months from the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the or one year in which his death occurs shall be pro rated to from the date of his death and paid not later than three (3death) months after the termination of employment. All sums payable pursuant to this Section 6(b) exercise all such previously granted options, provided that in no event shall any option be paid to the Employee's personal representativeexercisable beyond its term. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The EmployeeIf the Executive's employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of the Executive's Death or Disability during the Term, the Term shall terminate without further obligations to the Executive or his legal representatives under this Agreement, other than for (A) payment of the Employee, the Company shall give notice to that effect sum of (i) any base salary and bonus owed to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after Executive through the date of termination (provided that for this purpose the amount of such bonus shall be calculated based on the number of days in the year through the date of termination, as well as any earned bonus for any complete year that theretofore had not been paid) and (ii) any other compensation earned through the date of termination but not yet paid or delivered to the Executive and any rights under Paragraph 6 ("Accrued Obligations"), and (B) payment of any amounts due pursuant to the terms of any applicable stock option (or other equity-based) plan of the Company or any welfare or pension benefit plan of the Company as of the date of termination or which by their specific terms extend beyond such date of termination, (C) subject to the terms of the applicable plans (or equivalent substitute(s) (on a fully grossed up after tax basis) if the plan(s) prohibit participation by ex-employees), continuation of the benefits provided in Paragraphs 3(c) and 3(d) of this Agreement and prior to for two years following the termination of the EmployeeExecutive's employment under this Agreement (or such shorter period as shall terminate on the date that the Executive shall commence participation in a medical plan of a subsequent employer), (D) subject to the terms of the applicable plan, other than eligibility, retiree medical benefits for the lives of the Executive and his spouse at the time of termination of his employment and his dependents at the time of termination of his employment while they remain dependents, and (E) payments due, if any, and continuation of coverage (collectively, "Indemnification/Insurance Payments"), pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to Indemnification Provisions and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employmentD&O Insurance. All sums payable pursuant to this Section 6(b) such payments shall be paid to the Employee's personal representativeExecutive or his estate or beneficiary, as applicable. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. If prior to the expiration of the Employment Period, the Executive’s employment by the Companies is terminated due to Executive’s death or Disability (aas defined below), then (A) The Employee's employment under this Agreement the Employment Period shall be terminated deemed to have ended as of the date Executive ceases to be employed by the death Companies, (B) Executive shall be entitled to continue to receive his Base Salary through the date of termination, subject to withholding and any other appropriate deductions, (C) Executive shall be entitled to receive the Employeepro-rata portion of any earned but unpaid Bonus for the year of termination and any then accrued but unpaid Bonus for any fiscal year which ended prior to the date of termination, each of which shall be payable on the date that any such Bonus would have otherwise been payable and subject to withholding and other appropriate deductions, and (D) Executive shall be entitled to reimbursement as provided in Section 3(e) for any unreimbursed Expenses properly incurred through the date of termination. In additionAs a condition to receiving such payments relating to periods following the date of such termination, the Employee's employment under this Agreement may be terminated by the Board Executive (or his personal representative or other Person serving in a like capacity) shall sign a release (covering all matters relating to his employment), with such release becoming irrevocable within thirty (30) days of Directors Executive’s termination in favor of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions Parties and provisions on his part to be kept, observed and performed for a period their affiliates in excess of 180 days (whether or not consecutive) or 90 days consecutively, such form as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company Companies shall give notice to that effect to the Employee in the manner provided hereinreasonably request. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a)above-referenced thirty (30) days period falls into two (2) calendar years, the Employee's Salary payment shall be reduced by an amount equal to such disability insurance benefits during such periodnot commence until the second calendar year. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The Employee's employment under this Agreement shall be terminated by will terminate (x) immediately upon the death of Employee during the Employee. In addition, term of his employment hereunder or (y) at the Employee's employment under this Agreement may be terminated by the Board of Directors option of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the termsCompany, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give upon 30 days' prior written notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after Employee's disability. Employee shall not be deemed disabled unless, as a result of Employee's incapacity due to physical or mental illness (as determined by a physician mutually selected by Employee or his representative and the Company), Employee shall have been absent from and unable to perform his duties with the Company on a full-time basis for 120 consecutive business days. In the event of termination of Employee's employment has begunpursuant to this Section 6(a): (1) The Company shall immediately pay Employee (i) any portion of Employee's Base Salary accrued but unpaid through the date of such termination, the Salary payable hereunder shall continue (ii) all payments and reimbursements under Section 5 hereof for expenses incurred prior to be paid at the then current rate for three (3) months after the termination of employmentsuch termination, and any (iii) a prorated annual bonus to which the Employee would have been entitled for the year of termination equal to one hundred forty-five percent (145%) of the amount calculated by dividing Employee's annual Base Salary at the date of such termination by twelve and multiplying the result by the number of months in which his death occurs shall be pro rated the year of such termination that began or ended prior to the date of his death and paid not later than three (3) months after the termination of employmentsuch termination. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by If the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled achieves target performance objectives for the entire year in which such termination occurs that, under the Executive Bonus Plan or any other then effective bonus plan, would have entitled Employee to receive an annual bonus for such year calculated at a percent greater than one hundred forty-five percent (145%) of employment occurs Base Salary, Employee (or his estate) shall be pro rated entitled to receive, at the time such bonus would have normally been payable, an additional amount equal to (x) such larger bonus amount divided by twelve and multiplied by the number of months in the year of such termination that began or ended prior to the date of such termination minus (y) the amount previously paid pursuant to clause (iii) of the preceding sentence. (2) The Employee shall be entitled to receive all vested benefits under the Company's otherwise applicable plans and paid not later than twelve (12) months after such terminationprograms.

Death or Disability. (a) The If Employee's employment under this Agreement shall be terminated by reason of death or Disability, the Company shall pay Employee the portion of the Base Salary which would have been payable to Employee through the date his employment is terminated; plus, any other amounts earned, accrued or owing as of the date of death or Disability of Employee but not yet paid to Employee under Section 3. In the event of the death or Disability of the Employee. In addition, the then any payment due under this Section 8(a) shall be made to Employee or Employee's estate, heirs, executors, administrators, or personal or legal representatives, as the case may be. Within one (1) year following Employee's termination of employment under this Agreement may be terminated by the Board of Directors of the Company if the due to death or Disability, Employee shall be rendered incapable by illness or any other disability from complying with the termsEmployee's estate, conditions and provisions on his part to be keptheirs, observed and performed for a period in excess of 180 days (whether executors, administrators, or not consecutive) personal or 90 days consecutivelylegal representatives, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice be entitled to that effect exercise all options granted to Employee to the Employee in extent such options are vested and exercisable at the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date time of this Agreement and prior to such termination of the Employee's employment under this Agreement pursuant to this Section 6(a)Agreement or otherwise, the Employee's Salary and all such options not exercised within such one (1) year period shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such terminationforfeited; provided, however, that in no event shall any option be exercisable after its original expiration date. Notwithstanding the Company shall deduct from foregoing sentence, in no event may Employee or Employee’s estate, heirs, executors, administrators, or personal or legal representatives, as the case may be, exercise such payments vested and exercisable options later than the amount earlier of (A) the latest date upon which the option could have expired by its original terms under any and all disability insurance benefits paid during such three-month period with respect to circumstances, or (B) the Employee that were paid for by 10th anniversary of the Company during any period for which payment was made by the Company after the original date of this Agreement and prior to the termination grant of the Employee's employmentoption. In addition, any bonus to which Section 8(c) of the Employee would have been entitled for the year in which such termination of employment occurs Agreement shall be pro rated amended and restated to the date of such termination and paid not later than twelve (12) months after such termination.read as follows in its entirety:

Death or Disability. (a) The Employee's employment under Except as otherwise provided in this Agreement, this Agreement shall be terminated automatically terminate without act by any party upon the death or disability of the Employee. For purposes of this Section 6(a), “disability” shall mean (i) Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than twelve (12) months; (ii) Employee is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company; or (iii) Employee is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Employee’s regularly attending physician (or his guardian). In additionthe event that Employee’s employment is terminated by reason of Employee’s death or disability, the Employee's employment under this Agreement may Employee or his personal representative shall be terminated by entitled to the Board following: (i) any accrued but unpaid Base Salary for services rendered to the date of Directors of the Company if disability or death; and (ii) all unexercised stock options previously granted to the Employee shall be rendered incapable by illness thereupon become fully vested, and the Employee or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutivelylegally appointed guardian, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice have up to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after one year from the date of this Agreement and prior death or disability to termination of exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Employee (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Employee's ’s employment under this Agreement is terminated because of disability, any benefits to which the Employee may be entitled pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b5(b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at or provided by the then current rate Company, as the case may be, for three (3) months after the termination of employmentone year, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated subject to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount terms of any applicable plan or insurance contract and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employmentapplicable law. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve 27 (12) months after such termination.b)

Death or Disability. (a) The If Employee's employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability Employee's Death or Disability, this Agreement shall terminate without further obligations to Employee or his legal representatives under this Agreement (except as provided in this Section IV-E-1), other than for (a) payment of the sum of (i) Employee's annual base salary through the date of termination to the extent not theretofore paid, (ii) Employee's pro rata portion of the Bonus (based on the number of days elapsed prior to termination) for the calendar year during which the Employee's Death or Disability occurs, and (iii) any compensation previously deferred by Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the "Accrued Obligations"), which shall be paid to Employee or his estate or beneficiary, as applicable, in a lump sum in cash within thirty (30) days of the date of termination; (b) payment to Employee or his estate or beneficiary, as applicable, any amounts due pursuant to the terms of any applicable welfare benefit plans, and (c) to the extent termination is due to Disability, until the earlier of the end of such Disability and June 30, 2009 (or the end of the renewal, if any), continued participation in medical, dental, hospitalization and life insurance coverage and in all other plans and programs in which Employee was participating (on the same basis he was participating) on the date of termination. Upon a termination as a result of Death or Disability, the Company shall give notice Options, and any other options granted to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after during his employment, to the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to extent outstanding and not in substitution for any other benefits which may be payable by previously vested at the Company in respect of the death of the Employee, in the event time of such death after the Employee's employment has beguntermination, the Salary payable hereunder shall thereupon vest in full and shall continue to be paid at the then current rate exercisable for a period of three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months years after such termination.

Death or Disability. (a) The EmployeeCompany may by written notice to Executive or her personal representative terminate Executive's employment under this Agreement on account of her death or total disability. In the case of Executive's death, Executive's employment shall be terminated deemed to terminate on the date of Executive's death. For purposes hereof, Executive shall be deemed to experience a "Total Disability" if Executive is considered totally disabled under any group disability plan maintained by the death Company and in effect at that time, or in the absence of the Employee. In additionany such plan, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee Executive shall be rendered incapable by illness deemed to experience a Total Disability if she shall have been unable to perform his duties hereunder on a full-time basis for 90 consecutive days or longer, or for shorter periods aggregating 120 days in any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12360-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided hereinday period. In the event that the Employee receives disability insurance benefits for which payment was made of any dispute under this Section 7(a), Executive shall submit to a physical examination by a licensed physician mutually satisfactory to the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a)Executive, the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event cost of such death after the Employee's employment has begun, the Salary payable hereunder shall continue examination to be paid at by the then current rate for three (3) months after the termination of employmentCompany, and any bonus to which the Employee would have been entitled for the year in which his death occurs determination of such physician shall be pro rated to determinative. In the date case of his death and paid not later than three (3) months after a Total Disability, until the termination of employment. All sums payable pursuant to this Section 6(b) Company shall have terminated Executive's employment hereunder in accordance with the foregoing, Executive shall be paid entitled to the Employee's personal representative. (c) receive compensation provided for herein notwithstanding any such Total Disability. In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the EmployeeExecutive's employment hereunder due to on account of her death or such Total Disability, such termination shall be effective immediately upon notice, in which case Executive or her representative will have no rights or claims against the Company under this Agreement except as follows: (i) Executive (or her estate or representative, as applicable) shall be paid (A) any unpaid portion of his Base Salary computed on a pro rata basis through the date of her termination and (B) any unreimbursed expenses; (ii) All other of Executive's accrued but unpaid rights shall be as determined under any incentive compensation, stock option, retirement, employee welfare or other employee benefits plan or program of the Company in which Executive is then participating at the time of her termination; and (iii) in the case of Executive's Total Disability pursuant to Section 6(aonly, (A) after the Employee's employment has begun, the Company shall continue Executive's medical benefits coverage existing at the time of her termination for as long as permissible under the Company's health benefits policies (not to exceed 60 days) and the Company further agrees to pay Executive's COBRA premiums for 6 months thereafter, with such premiums to provide for coverage at the Employeesame level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of Executive, but excluding any applicable tax consequences for Executive) as in six effect for Executive at the time of termination, and (6B) Executive shall further receive a lump-sum payment, within 15 days after the effective date of termination, equal semi-monthly installments, an to the aggregate amount equal to three (3) months' of Executive's Base Salary at the rate as in effect on immediately prior to such termination that would be payable over a period of 6 months following the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The Company may terminate Employee's employment under this Agreement shall be terminated for disability in the event Employee has been unable to perform her material duties hereunder for six (6) consecutive months because of physical or mental incapacity by the death giving Employee notice of the Employeesuch termination while such continuing incapacity continues (a "Disability Termination"). In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions automatically terminate on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided hereindeath. In the event that the Employee receives disability insurance benefits for which payment was made by Employee's employment with the Company after terminates during the Employment Term by reason of Employee's death or a Disability Termination, then upon the date of this Agreement and prior such termination: (i) any Options or Shares that would have vested solely due to termination the passage of time during the twelve (12) month period beginning on the date of Employee's death or Disability Termination shall immediately vest; (ii) the Company shall, within thirty (30) days of the date Employee's employment under this Agreement pursuant to this Section 6(a)is terminated, the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. pay and provide Employee (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, or in the event of such death after the Employee's employment has begundeath, the Employee's estate) (A) any unpaid Base Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to through the date of his death termination and paid not later than three any accrued vacation, (3B) months after reimbursement for any unreimbursed expenses incurred through the termination date of employment. All sums payable pursuant termination, and (C) all other payments, benefits or fringe benefits to which Employee may be entitled subject to and in accordance with, the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant and amounts that may become due under Sections 5 and 9 hereof (collectively, items under this Section 6(bclause (i) shall be paid are referred to the Employee's personal representative.as "Accrued Benefits"); and (ciii) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay to Employee at the Employee, in six (6) equal semitime other senior Employees are paid under any cash bonus or long-monthly installments, an aggregate amount term incentive plan a pro-rata bonus equal to three the amount Employee would have received if Employee's employment had continued (3without any discretionary cutback) months' Salary at multiplied by a fraction where the rate numerator is the number of days in effect on each respective bonus period prior to Employee's termination and the effective date denominator is the number of such terminationdays in the bonus period (the "Prorated Bonus"); provided, however, that at the Company shall deduct from time of death or Disability Termination, Employee is on pace to achieve the performance milestones necessary to be eligible for such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationbonus.

Death or Disability. (a) The Employee's ’s employment under this Agreement shall be terminated by terminate upon the death of the Employee. In additionEmployee during the Term or, at the Employee's employment under this Agreement may be terminated by the Board of Directors option of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part subject to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employeeapplicable law, in the event of the termination Employee’s disability, upon thirty (30) days’ written notice. The Employee shall be deemed disabled if an independent medical doctor (selected by the Company’s health insurer) certifies that the Employee has for ninety (90) consecutive days or one hundred twenty (120) non-consecutive days in any twelve (12) month period, been disabled in a manner which has rendered the Employee unable to perform the essential functions of the Employee's ’s job duties with or without reasonable accommodation. The Employee will cooperate in submitting to a medical examination for the purpose of certifying disability under this §6(a) if requested by SM&A’s Board of Directors (“Board”). If the Employee’s employment hereunder due to such Disability terminates pursuant to Section this §6(a) after the Employee's employment has begun), the Company shall pay the Employee (or his estate, as applicable) as severance, the Employee, in ’s base salary at the time of termination for a period of six (6) equal semi-monthly installmentsmonths following termination, an aggregate amount equal less applicable deductions, in the form of salary continuation payments and in accordance with the Company’s normal payroll procedures; provided that, the Employee (or his estate, as applicable) will only be entitled to three receive the foregoing severance if the Employee (3or his estate, as applicable) months' Salary at executes and does not revoke a general waiver and release of all claims in favor of the rate Company and its affiliates in effect on a form reasonably satisfactory to the effective date Company, and the Employee complies with the Employee’s continuing obligations under §7 of such termination; providedthis Agreement. Except for the foregoing severance and payments required under applicable law, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect have no further obligation to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of or liability under this Agreement and prior to the termination by way of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationcompensation or otherwise.

Death or Disability. (a) The If Employee's ’s employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability Employee’s death, this Agreement shall terminate without further obligations to Employee or his legal representatives under this Agreement (except as provided in this Section IV-D-1), other than for (a) payment of the sum of (i) Employee’s annual base salary through the date of termination to the extent not theretofore paid and (ii) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in clauses (i) and (ii) shall be hereinafter referred to as the “Accrued Obligations”), which shall be paid to Employee or his estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the date of termination; and (b) payment to Employee or his estate or beneficiary, as applicable, in any amounts due pursuant to the terms of any applicable welfare benefit plans. If Employee’s employment is terminated by reason of the Employee’s Disability, the Company this Agreement shall give notice terminate without further obligations to that effect to the Employee or his legal representative under this Agreement (except as provided in the manner provided herein. In last sentence of this Section IV-D-1), other than for (a) payment of the event that sum of the Accrued Obligations which shall be paid to Employee receives disability insurance benefits for which payment was made by the Company after or his estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. termination; (b) In addition payment to Employee or his estate or beneficiary, as applicable, any amounts due pursuant to the terms of any applicable welfare benefit plans, and not (c) until the earlier of the end of such disability and December 31, 2005, continued participation in substitution for any medical, dental, hospitalization and life insurance coverage and in all other benefits employee plans and programs in which he was participating (and on the same basis that he was participating) on the date of termination of his employment due to disability subject to the terms of such plans and to the extent such coverage may be payable by the Company in respect of the death of the Employeeavailable to disabled employees. In addition, in the event of such a termination of Employee’s employment with the Company upon his death after the Employee's employment has begunor Disability, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination pro-rated portion of employment, and any bonus to which the Employee would have been entitled Employee’s Target Bonus for the calendar year in which his termination due to Employee’s death or Disability occurs (calculated based upon the number of days elapsed during such year prior to such termination), shall be pro rated payable to the date of Employee or his death and paid not later than three (3) months estate or beneficiary, as applicable, promptly after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect end of the Disability of the Employee, in calendar year during which such termination occurred. In the event of the a termination of the Employee's ’s employment hereunder due as a result of death or Disability, Employee or his estate or beneficiary, as applicable, shall, subject to such Disability earlier termination pursuant to Section 6(a) after 4.2 of the Employee's employment has begunPlan, the Company be entitled to exercise any Options which shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date have vested as of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the Employee’s termination for a period of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the one year in which such termination of employment occurs shall be pro rated to following the date of termination. All unvested or unexercisable options as of such termination date shall be terminated and paid not later than twelve (12) months after such terminationforfeited.

Death or Disability. (a) The EmployeeCompany may terminate Executive's employment under this Agreement if Executive dies or becomes disabled. Executive shall be terminated by the death deemed "disabled" for purposes of the Employee. In additionthis Amended Agreement if he is unable, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability illness, accident, or other physical or mental incapacity, to perform substantially all of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits his normal duties for which payment was made by the Company after the date a continuous period of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such periodninety (90) days. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the EmployeeIf Executive's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date is terminated on account of his death or disability, Company shall pay and paid provide to Executive or, if incompetent or deceased, his representative, attorney in fact, conservator, surviving spouse, heir(s), representative, trust or estate (hereinafter, "Executive") certain compensation and benefits ("Severance Package") for a period of twelve (12) months, as more particularly described in, and subject to, the terms of the attached Severance Agreement. Company's obligations under the attached Severance Agreement are conditioned on, and shall not later than commence until, the occurrence of each of the following. (i) Executive's timely execution and delivery of the Severance Agreement to Company, within fifty-three (353) months days after Company gives Executive written notice of the effective date of termination and, additionally (ii) the expiration of seven (7) days, after delivery of the executed Severance Agreement, without Executive having revoked his acceptance of the Severance Agreement. In no event, however, shall Company have any obligation to provide compensation and benefits under the Severance Agreement (i) while Company is still paying compensation and providing benefits under the terms of this Amended Agreement, or (ii) until after the termination effective date of employment. All sums payable pursuant to this Section 6(b) shall be paid to the EmployeeExecutive's personal representativetermination. (c) In addition Executive shall not accrue or be entitled to and not in substitution for additional "Paid Time Off," vacation pay, sick pay benefits, non-accrued bonuses, non-accrued or non vested stock options, or any other compensation or benefits which may be payable by the Company in respect of the Disability of the Employee(employment related or otherwise), in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, howeverexcept as specifically described in subsection "(b)", that immediately above, and the attached Severance Agreement. (d) Company shall deduct from such payments pay and deliver to Executive (or his representative, surviving spouse or estate if applicable) all accrued salary, accrued vacation pay, accrued bonuses or other accrued pay, expenses, benefits, and vested stock options, through and upon the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the effective(.) date of this Agreement and prior to the termination of the Employee's employment. In additiontermination, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationIRRESPECTIVE OF WHETHER THE ATTACHED SEVERANCE AGREEMENT IS SIGNED.

Death or Disability. (a) The Employee's employment under 8.1 If Executive shall die during the term hereof, this Agreement shall immediately terminate, except that Executive's legal representatives or designated beneficiaries shall be terminated by entitled to receive (i) the death Base Salary due to Executive hereunder to the last day of the Employee. In additionthird month following the month in which his death occurs, payable in accordance with the EmployeeCompany's employment under this Agreement may be terminated by the Board of Directors regular payroll practices, (ii) a portion of the Company if Annual Bonus payable under Section 4 (determined as provided under Section 8.4), based on the Employee Company's Adjusted Net Income through the month of the bonus year preceding the month in which death occurs; and (iii) all other payments and entitlements available upon death under any employee benefit program covering the Executive as of the date of death. Except for the payments required pursuant to this Section 8.1, no payments shall be rendered incapable by illness or made for any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employeeafter Executive's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. death. 8.2 In the event that of the Employee receives disability insurance benefits for which payment was made by Disability (as hereinafter defined) of the Executive, the Executive shall be entitled to continue to receive from the Company and its several benefit plans an amount equal to his Base Salary (prorated as may be necessary) in accordance with the terms of Section 3 hereof through the last day of the third month following the month in which Executive's employment hereunder is terminated as a result of such Disability. At any time after the date of this Agreement the Notice (as hereinafter defined) and prior to termination during the continuance of the EmployeeExecutive's employment under this Agreement pursuant to this Section 6(a)Disability, the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for Company may at any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employeetime thereafter terminate Executive's employment hereunder due by written notice to such Disability pursuant to Section 6(a) after the Employee's employment has begun, Executive. The term "Disability" shall mean physical or mental illness or injury which prevents the Executive from performing his customary duties for the Company shall pay the Employee, in six for a period of twenty-five (625) equal semi-monthly installments, consecutive business days or an aggregate amount equal to three period of ninety (390) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount days out of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than consecutive twelve (12) months after such terminationmonths. The date of commencement ofDisability shall be the date set forth in the notice of a determination of Disability (the "Notice") given by Company to the Executive at any time following a determination of Disability, which date shall not be earlier than the date the Notice is given by Company. A determination of Disability by Company shall be solely for the purposes of this Section 8.2 and shall in no way affect the Executive's status under any benefit plan applicable to the Executive.

Death or Disability. (a) The Employee's employment under Subject to the provisions of this Agreement shall be terminated by the death of the Employee. In additionSection 6.2, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability as a result of the EmployeeExecutive's death or Disability, the Company shall give notice to that effect pay to the Employee Executive or his estate, in a lump sum cash payment within 30 days after the Date of Termination, the greater of (i) that portion of the Executive's Base Salary (as in effect on the Date of Termination) owing in respect of the balance of the Employment Period pursuant to Section 3 hereof or (ii) the Executive's Base Salary (as in effect on the Date of Termination). The Company may purchase insurance to cover all or any part of the obligation contemplated in the manner provided hereinforegoing sentence, and the Executive agrees to submit to a physical examination to facilitate the procurement of such insurance. In the event that the Employee receives disability insurance benefits for which payment was made The Company also shall, promptly upon submission by the Company after Executive of supporting documentation, pay or reimburse to the date Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement and prior if the Executive's employment had not terminated. For a period of five (5) years, the Company shall continue providing medical, dental, and/or vision coverage to termination the Executive and/or the Executive's family at least equal to that which would have been provided to them under Section 4.7 if the Executive's employment had not terminated; provided that any such coverage shall cease immediately if the Executive obtains any other medical, dental, or vision coverage through another employer's health plan or if the Executive violates any of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such periodapplicable provisions of Article 11. (b) In addition Whenever compensation is payable to the Executive hereunder during a period in which he is partially or totally disabled, and not in substitution such Disability would (except for the provisions hereof) entitle the Executive to Disability income or salary continuation payments from the Company according to the terms of any other benefits which may be payable plan or program presently maintained or hereafter established by the Company in respect Company, the Disability income or salary continuation paid to the Executive pursuant to any such plan or program shall be considered a portion of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue payment to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated made to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable Executive pursuant to this Section 6(b) 6.2 and shall not be paid in addition hereto. If Disability income is payable directly to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable Executive by an insurance company under the Company in respect terms of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were policy paid for by the Company during any period for which payment was made by Company, the Company after the date of this Agreement and prior amounts paid to the termination Executive by such insurance company shall be considered a portion of the Employee's employment. In addition, any bonus payment to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated made to the date of such termination Executive pursuant to this Section 6.2 and paid shall not later than twelve (12) months after such terminationbe in addition hereto.

Death or Disability. (a) The 5.1 This Agreement shall terminate automatically upon the Employee's death. If Employee's employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement hereunder is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun5.1, the Company shall pay to Employee's estate (i) all accrued and unpaid Base Salary, prorated through the date of the Employee's death and, (ii) all accrued and unpaid commissions pursuant to Section 3.3, prorated through the date of the Employee's death and (iii) Employee's Annual Bonus, prorated through the date of Employee's death. Employee's estate shall also be reimbursed for all business expenses pursuant to Section 3.5 previously incurred by Employee. 5.2 In the event that Employee, because of an accident, disability or physical or mental illness, is incapable of performing his duties hereunder, the Company shall have the right to terminate Employee's employment hereunder upon thirty (30) days prior written notice to Employee. For purposes of this Section 5.2, Employee shall be deemed to have become incapable of performing his duties hereunder if the Board, in its good faith judgement, shall determine that Employee is, by reason of any medically-diagnosed physical or mental impairment, expected to result in death or to be of continuous duration of not less than six (6) equal semi-monthly installmentsconsecutive months, an aggregate amount equal unable to three (3) months' Salary at perform his usual duties for the rate in effect on the effective date of such termination; providedCompany. If Employee's employment hereunder is terminated pursuant to this Section 5.2, however, that the Company shall deduct from such payments the amount of any pay to Employee, all accrued and all disability insurance benefits paid during such three-month period with respect unpaid Base Salary pursuant to the Employee that were paid for by the Company during any period for which payment was made by the Company after Section 3.1 and commissions pursuant to Section 3.3, prorated through the date of this Agreement termination as set forth in the written notice and prior to the termination of the Employee's employment. In additionAnnual Bonus pursuant to Section 3.2, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to prorated through the date of such termination and paid not later than twelve (12) months after such terminationas set forth in the notice. Employee shall also be reimbursed for all business expenses pursuant to Section 3.5 previously incurred by Employee.

Death or Disability. (a) The Employee's employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begundeath, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun), the Company shall pay the Employee, in six forty-eight (648) equal semi-monthly installments, an aggregate amount equal to three two (32) monthsyears' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such threetwo-month year period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The EmployeeCompany may by written notice to Executive or his personal representative terminate Executive's employment under this Agreement on account of his death or total disability. In the case of Executive's death, Executive's employment shall be terminated deemed to terminate on the date of Executive's death. For purposes hereof, Executive shall be deemed to experience a "Total Disability" if Executive is considered totally disabled under any group disability plan maintained by the death Company and in effect at that time, or in the absence of the Employee. In additionany such plan, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee Executive shall be rendered incapable by illness deemed to experience a Total Disability if he shall have been unable to perform his duties hereunder on a full-time basis for 90 consecutive days or longer, or for shorter periods aggregating 120 days in any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12360-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided hereinday period. In the event that the Employee receives disability insurance benefits for which payment was made of any dispute under this Section 7(a), Executive shall submit to a physical examination by a licensed physician mutually satisfactory to the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a)Executive, the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event cost of such death after the Employee's employment has begun, the Salary payable hereunder shall continue examination to be paid at by the then current rate for three (3) months after the termination of employmentCompany, and any bonus to which the Employee would have been entitled for the year in which his death occurs determination of such physician shall be pro rated to determinative. In the date case of his death and paid not later than three (3) months after a Total Disability, until the termination of employment. All sums payable pursuant to this Section 6(b) Company shall have terminated Executive's employment hereunder in accordance with the foregoing, Executive shall be paid entitled to the Employee's personal representative. (c) receive compensation provided for herein notwithstanding any such Total Disability. In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the EmployeeExecutive's employment hereunder due to on account of his death or such Total Disability, such termination shall be effective immediately upon notice, in which case Executive or his representative will have no rights or claims against the Company under this Agreement except as follows: (i) Executive (or his estate or representative, as applicable) shall be paid (A) any unpaid portion of his Base Salary computed on a pro rata basis through the date of his termination and (B) any unreimbursed expenses; (ii) All other of Executive's accrued but unpaid rights shall be as determined under any incentive compensation, stock option, retirement, employee welfare or other employee benefits plan or program of the Company in which Executive is then participating at the time of his termination; and (iii) in the case of Executive's Total Disability pursuant to Section 6(aonly, (A) after the Employee's employment has begun, the Company shall continue Executive's medical benefits coverage existing at the time of his termination for as long as permissible under the Company's health benefits policies (not to exceed 60 days) and the Company further agrees to pay Executive's COBRA premiums for 24 months thereafter, or, if earlier, the Employeetermination of such COBRA coverage, with such premiums to provide for coverage at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of Executive, but excluding any applicable tax consequences for Executive) as in six effect for Executive at the time of termination, and (6B) Executive shall further receive a lump-sum payment, within 15 days after the effective date of termination, equal semi-monthly installments, an to the aggregate amount equal to three (3) months' of Executive's Base Salary at the rate as in effect on immediately prior to such termination that would be payable over a period of 24 months following the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The If Employee's ’s employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated under Section 7.1(b) hereof by reason of Disability of the Employee’s death, the Company Prosperity shall give notice pay to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company Employee’s legal representatives, within thirty (30) days after the date of Employee’s death, cash in one lump sum, less applicable withholding deductions, equal to aggregate of the following amounts: (i) to the extent not theretofore paid, Employee’s Base Salary at the annual rate in effect at the time of death through the date of death; and (ii) any accrued vacation pay not yet paid by Prosperity; and (iii) all other amounts or benefits owing or accrued to, vested in, or earned by Employee through the date of death under the then existing or applicable plans, programs, arrangements and policies of Prosperity, except to the extent that the terms of any applicable plan, program, arrangement or policy provide for a different time or form of payment, in which case such amounts will be paid in accordance with the terms of such plan, program, arrangement or policy. Prosperity shall have the sole discretion to determine when within the thirty (30) day period following the date of death such payment shall be made, and neither Employee nor Employee’s legal representative or beneficiary shall have no right to designate the taxable year in which such payment shall be made. Anything in this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a)contrary notwithstanding, the Employee's Salary ’s legal representatives or beneficiaries shall be reduced by an amount equal entitled to such disability insurance receive benefits during such periodprovided under the then existing or applicable plans, programs, arrangements and policies of Prosperity relating to death. (b) In addition If Employee’s employment is terminated under Section 7.1(b) hereof by reason of Employee’s Disability, Prosperity shall pay to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death within thirty (30) days after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination by reason of employment. All sums payable pursuant to this Section 6(b) shall be paid Employee’s Disability, cash in one lump sum equal to the Employee's personal representative.aggregate of the following amounts, less applicable withholding deductions: (ci) In addition to and the extent not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the theretofore paid, Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' ’s Base Salary at the annual rate in effect on at the effective time of such termination through the date of such termination; providedand (ii) any accrued vacation pay not yet paid by Prosperity; and (iii) all other amounts or benefits owing or accrued to, howevervested in, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the or earned by Employee that were paid for by the Company during any period for which payment was made by the Company after through the date of this Agreement termination under the then existing or applicable plans, programs, arrangements and prior policies of Prosperity, except to the termination extent that the terms of the Employee's employment. In additionany applicable plan, any bonus to which the Employee would have been entitled program, arrangement or policy provide for the year a different time or form of payment, in which case such termination of employment occurs shall amounts will be pro rated to paid in accordance with the date terms of such termination and paid not later than twelve (12) months after such terminationplan, program, arrangement or policy.

Death or Disability. (a) The Employee's employment under this Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begundeath, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun), the Company shall pay the Employee, in six twelve (612) equal semi-monthly installments, an aggregate amount equal to three six (36) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such threesix-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The Employee's employment under Except as otherwise provided in this Agreement, this Agreement shall be terminated by automatically terminate upon the death or disability of the EmployeeExecutive. In additionFor purposes of this Section 6(a), “disability” shall mean (i) the Employee's employment under this Agreement may Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be terminated expected to result in death, or last for a continuous period of not less than three months; (ii) the Executive is, by the Board reason of Directors any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the termsnot less than three months, conditions and provisions on his part to be kept, observed and performed receiving income replacement benefits for a period in excess of 180 days not less than two months under an accident and health plan covering employees of the Company; or (whether iii) the Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or not consecutivehis guardian) (or 90 days consecutivelythe Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of the Executive’s death or disability, the Company shall pay the following to the Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) all equity awards previously granted to the Executive under the Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, during a 12-month period during the Term of Employment shall have up to six ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after 6) months from the date of this Agreement and prior termination (or from the date of death) to termination exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, any benefits (except perquisites) to which the Employee's employment under this Agreement Executive may be entitled pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b5(b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder hereof shall continue to be paid at or provided by the then current rate Company, as the case may be, for three (3six months subject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) months after or otherwise. In the termination event all or a portion of employment, and any bonus the benefits to which the Employee would have been Executive was entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a5(b) after hereof are subject to 409A of the Employee's employment has begunCode, the Company Executive shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect not be entitled to the Employee benefits that were paid for by are subject to Section 409A of the Company during any period for which payment was made by the Company after the date of this Agreement and prior Code subsequent to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which “applicable 2 ½ month period” (as such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationterm is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. (a) The Employee's employment under this Agreement shall be terminated by In the death event of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated termination by reason of Disability of the Employee’s death or Disability, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which or his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(bestate) shall be paid entitled to: (i) the Accrued Benefits; (ii) a cash payment (the “Severance Payment”) equal to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the EmployeeBase Salary, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate as in effect on the effective date Date of such termination; providedTermination (payable as set forth in Section 5(f) of this Agreement), however, plus any Annual Bonus that the Company shall deduct has notified Employee in writing that Employee has earned prior to the Date of Termination but is unpaid as of the Date of Termination, and, solely in the case of Disability, continuation of medical and dental group insurance benefits for a period of 12 months from such payments the amount Date of Termination; and (iii) accelerated vesting of any outstanding RSUs and all disability insurance benefits paid Options to the extent set forth in Section 3(c) of this Agreement. (iv) Notwithstanding the foregoing, whenever compensation is payable to Employee hereunder as a result of a termination due to Disability during such three-month period or with respect to a time that such Disability would entitle Employee to severance, disability income or to salary continuation payments from the Company, as applicable, according to the terms of any plan now or hereafter provided by the Company or according to any policy of the Company in effect at the time of such Disability, the compensation payable to Employee that were hereunder shall be reduced on a dollar-for-dollar basis by any such disability income or salary continuation and shall not be in addition thereto. If disability income is payable directly to Employee by an insurance company under an insurance policy paid for by the Company during any period for which payment was made Company, the compensation payable to Employee hereunder shall by reduced on a dollar-for-dollar basis by the Company after the date of this Agreement amounts paid to Employee by said insurance company and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year shall not be in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationaddition thereto.

Death or Disability. (a) The Employee's employment under 9.1 If Executive shall die during the term hereof, this Agreement shall immediately terminate, except that Executive's legal representatives or designated beneficiaries shall be terminated entitled to receive (i) the Base Salary due to Executive hereunder to the last day of the month following the month in which his death occurs, payable in accordance with the Company's regular payroll practices, (ii) all other benefits payable upon death under any employee benefit program or other insurance covering the Executive as of the date of death, and (iii) any stock option issued as part of the Bonus Option or Performance Option that was exercisable at the date of death may be exercised by the death legal representative of the Employee. In addition, the EmployeeExecutive's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness estate at any time or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period times during the Term period beginning on the date of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company death and ending one year after the date of this Agreement and prior to termination death, or until the expiration of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event stated term of such death after the Employee's employment has begunstock option, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employmentwhichever period is shorter, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to stock option not exercisable at the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representativeforfeited. (c) 9.2 In addition to and not in substitution for any other benefits which may be payable by the Company in respect event of the Disability of the EmployeeExecutive, as hereinafter defined, the Executive shall be entitled to continue to receive payment of his Base Salary (prorated as may be necessary) in accordance with the event terms of Section 3 hereof through the last day of the termination of sixth month following the Employeemonth in which Executive's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date is terminated as a result of such termination; provided, however, that the Company shall deduct from such payments the amount of Disability. At any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company time after the date of this Agreement the Notice (as hereinafter defined) and prior during the continuance of the Executive's Disability, the Company may at any time thereafter terminate Executive's employment hereunder by written notice to the termination of Executive. The term "Disability" shall mean physical or mental illness or injury which prevents the Employee's employment. In addition, any bonus to which the Employee would have been entitled Executive from performing his customary duties for the year in which such termination Company for a period of employment occurs shall be pro rated to the date thirty (30) consecutive days or an aggregate period of such termination and paid not later than ninety (90) days out of any consecutive twelve (12) months after such terminationmonths. The date of commencement of Disability shall be the date set forth in the notice (the "Notice") given by Company to the Executive at any time following a determination of Disability, which date shall not be earlier than the date the Notice is given by Company. A determination of Disability by Company shall be solely for the purposes of this Section 9 and shall in no way affect the Executive's status under any other benefit plan applicable to the Executive.

Death or Disability. (a) The Employee's employment under this Agreement shall be terminated by In the death event of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated termination by reason of Disability of the Employee’s death or Disability, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which or his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(bestate) shall be paid to the Employee's personal representative.entitled to: (ci) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of Accrued Benefits; (ii) a cash payment (the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6“Severance Payment”) equal semi-monthly installmentsto two year’s Base Salary, an aggregate amount equal to three (3) months' Salary at the rate as in effect on the effective date Date of such termination; providedTermination (payable as set forth in Section 5(f) of this Agreement), however, plus any Annual Bonus that the Company has notified Employee in writing that Employee has earned prior to the Date of Termination but is unpaid as of the Date of Termination, and, solely in the case of Disability, medical and dental coverage for a period of 12 months from the Date of Termination; provided that, solely in the case of Disability, (x) any monies Employee earns from any other work, whether as an employee or as an independent contractor, while Employee is receiving any Severance Payments, shall deduct from such payments reduce, on a dollar-for-dollar basis, the amount that the Company is obligated to pay Employee under this Section 5(c)(ii) and (y) if Employee secures other employment, any medical or dental benefits provided under this Section 5(c)(ii) shall cease as of the commencement of such employment; and (iii) accelerated vesting of any outstanding RSUs and all disability insurance benefits paid Options to the extent set forth in Section 3(c) of this Agreement. (iv) Notwithstanding the foregoing, whenever compensation is payable to Employee hereunder as a result of a termination due to Disability during such three-month period or with respect to a time that such Disability would entitle Employee to severance, disability income or to salary continuation payments from the Company, as applicable, according to the terms of any plan now or hereafter provided by the Company or according to any policy of the Company in effect at the time of such Disability, the compensation payable to Employee that were hereunder shall be reduced on a dollar-for-dollar basis by any such disability income or salary continuation and shall not be in addition thereto. If disability income is payable directly to Employee by an insurance company under an insurance policy paid for by the Company during any period for which payment was made Company, the compensation payable to Employee hereunder shall by reduced on a dollar-for-dollar basis by the Company after the date of this Agreement amounts paid to Employee by said insurance company and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year shall not be in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationaddition thereto.

Death or Disability. (a) The Employee's If Employee becomes permanently disabled (determined as provided below) during the Employment Term, his employment under this Agreement shall be terminated by may terminate at the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors election of the Company if as of the date such permanent disability is determined. Employee shall be rendered incapable considered to be permanently disabled for purposes of this Agreement if he is unable by reason of accident or illness or any other disability from complying (including mental illness) to perform the material duties of his regular position with the terms, conditions Company and provisions on is not expected to recover from his part disability within a period of six (6) months from the commencement of the disability. If at any time Employee claims or is claimed by the Company to be keptpermanently disabled, observed a physician acceptable to both Employee, or the Representative, and performed for a period in excess of 180 days the Company (whether or which acceptances shall not consecutivebe unreasonably withheld) or 90 days consecutively, as shall be retained by the case may be, during a 12-month period during Company and shall examine Employee. Employee shall cooperate fully with the Term of Employment ("Disability")physician. If the Employee's employment under this Agreement physician determines that Employee is terminated by reason permanently disabled, the physician shall deliver to the Company a certificate certifying both that Employee is permanently disabled and the date upon which the condition of Disability permanent disability commenced. The determination of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary physician shall be reduced by an amount equal to such disability insurance benefits during such periodconclusive. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder right to his compensation and benefits under this Agreement shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which cease upon his death occurs or disability, except that (i) Employee (or his estate or heirs) shall be pro rated entitled to his Salary (under Section 3(a)) and benefits (under Section 5) for services performed as of the date of his death or permanent disability and paid not later than (ii) in addition, with respect to termination due solely to Employee's permanent disability as determined pursuant to this Section 13, he shall also be entitled to his Salary (under Section 3(a)) and benefits (under Section 5), in the event the permanent disability began prior to the second anniversary of the Effective Date, through the period ending six (6) months after the date such permanent disability began or, in the event the permanent disability began on or after the second anniversary and before the end of the three (3) months after year Employment Term, through the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect remainder of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such terminationEmployment Term; provided, however, that the Company any such amounts for Salary continuation shall deduct from such payments the be reduced by any amount of received by Employee under any and all disability insurance benefits paid during policy or other benefit program such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationas Social Security.

Death or Disability. (a) The Employee's employment under this A. This Agreement shall be terminated by the death of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable by illness or any other disability disability, from complying with the terms, conditions and provisions on his Employee's part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give written notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits paid for which payment was made by the Company after the date of this Agreement and during any period prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) B. In addition to and not in substitution for any other benefits which may be payable by the Company in with respect to the death or Disability of the death of the Employee, Employee in the event of such death after the Employee's employment has begunor Disability, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his Employee's death occurs shall be pro rated to the date of his Employee's death and paid not later than three (3) months after the termination of employment. All In the event of the death of the Employee during the Term of this Agreement, the sums payable pursuant to this Section 6(b) hereunder shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The Company may by written notice to Employee or his personal representative terminate Employee's ’s employment under this Agreement on account of his Total Disability. Employee’s employment shall be terminated by the death of the Employeeterminate automatically upon his death. In additionFor purposes hereof, the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall be rendered incapable deemed to experience a “Total Disability” if Employee is considered totally disabled under any group disability plan maintained by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to and in effect at that effect to the Employee time, or in the manner provided hereinabsence of any such plan, Employee shall be deemed to experience a Total Disability if he shall have been unable to perform his duties hereunder on a full-time basis for 90 consecutive days or longer, or for shorter periods aggregating 120 days in any 360-day period. In the event that the of any dispute under this Section 6(h), Employee receives disability insurance benefits for which payment was made shall submit to a physical examination by a licensed physician mutually satisfactory to the Company after the date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event cost of such death after the Employee's employment has begun, the Salary payable hereunder shall continue examination to be paid at by the then current rate for three (3) months after the termination of employmentCompany, and any bonus to which the Employee would have been entitled for the year in which his death occurs determination of such physician shall be pro rated to determinative. In the date case of his death and paid not later than three (3) months after a Total Disability, until the termination of employment. All sums payable pursuant to this Section 6(b) Company shall have terminated Employee’s employment hereunder in accordance with the foregoing, Employee shall be paid entitled to the Employee's personal representative. (c) receive compensation provided for herein notwithstanding any such Total Disability. In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of Employee’s employment on account of his Total Disability, such termination shall be effective immediately upon notice, in which case Employee or his representative will have no rights or claims against the Company under this Agreement except as follows: (i) Employee (or his estate or representative, as applicable) shall be paid (A) any unpaid portion of his Base Salary computed on a pro rata basis through the effective date of his termination and (B) any unreimbursed expenses properly incurred; (ii) All other of Employee's employment hereunder due to such ’s accrued but unpaid rights shall be as determined under any incentive compensation, stock option, retirement, employee welfare or other employee benefits plan or program of the Company in which Employee is then participating at the time of his termination; and (iii) In the case of Employee’s Total Disability pursuant to Section 6(a) after the Employee's employment has begunonly, the Company shall pay the continue Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary ’s medical benefits coverage existing at the rate time of his termination for as long as permissible under the Company’s health benefits policies (not to exceed 60 days) and the Company further agrees to pay Employee’s COBRA premiums for a period of the lesser of (A) 6 months thereafter and (B) the remainder of the Term, with such premiums to provide for coverage at the same level and subject to the same terms and conditions as in effect on for Employee at the effective date time of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. If this Agreement is terminated as a result of the Executive's death or Disability: (a) The Employee's employment under this Agreement Company shall be terminated by pay to the death Executive (or to his estate, in the event the Executive is deceased) the following amounts: (1) any unpaid portion of the Employee. In addition, Executive's Base Salary (as in effect on the Employee's employment under this Agreement may be terminated by the Board Date of Directors Termination) owed as of the Company if the Employee shall be rendered incapable by illness or Date of Termination, any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability unpaid portion of the Employee, the Company shall give notice to that effect Annual Incentive Compensation previously awarded to the Employee Executive, and any accrued but unpaid Paid Leave as of the Date of Termination, in the manner provided herein. In the event that the Employee receives disability insurance benefits for which a lump sum cash payment was made by the Company within thirty (30) days after the date Date of this Agreement and prior to termination of the Employee's employment under this Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced by Termination; and (2) an amount equal to two (2) times the sum of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Target Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a two (2) year period following the Executive's Date of Termination. The Company may, to the extent feasible, purchase insurance to cover all or any part of the obligation contemplated in the foregoing sentence, and the Executive agrees to submit to a physical examination and otherwise cooperate with the Company to facilitate the procurement of such disability insurance benefits during such periodinsurance. (b) In addition The Company shall, promptly upon submission by the Executive (or his estate) of supporting documentation, pay or reimburse to the Executive any costs and not in substitution for any other benefits which may be payable expenses (including moving and relocation expenses, if otherwise agreed to by the Company in respect of writing) paid or incurred by the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to Executive which the Employee would have been entitled for payable under Section 4.8 of this Agreement if the year in which his death occurs shall be pro rated to the date of his death and paid Executive's employment had not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representativeterminated. (c) In addition The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to him under Section 4.7 if the Executive's employment had not terminated, if such coverage continues to be available to the Company, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination. (d) Whenever compensation is payable to the Executive under this Agreement during a period in which he is partially or totally disabled, and such disability would (except for the provisions of this Agreement) entitle the Executive to disability income or salary continuation payments from the Company according to the terms of any plan or program presently maintained or hereafter established by the Company, the disability income or salary continuation paid to the Executive pursuant to any such plan or program shall be considered a portion of (and not in substitution for any other benefits which may addition to) the payment to be payable by made to the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability Executive pursuant to this Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such termination.

Death or Disability. (a) The Employee's employment under Except as otherwise provided in this Agreement, this Agreement shall be terminated automatically terminate without act by any party upon the death or disability of the Employee. For purposes of this Section 6(a), “disability” shall mean (i) Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than twelve (12) months; (ii) Employee is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company; or (iii) Employee is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Employee’s regularly attending physician (or his guardian). In additionthe event that Employee’s employment is terminated by reason of Employee’s death or disability, the Employee's employment under this Agreement may Employee or his personal representative shall be terminated by entitled to the Board following: (i) any accrued but unpaid Base Salary for services rendered to the date of Directors of the Company if disability or death; and (ii) all unexercised stock options previously granted to the Employee shall be rendered incapable by illness thereupon become fully vested, and the Employee or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 90 days consecutivelylegally appointed guardian, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice have up to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after one year from the date of this Agreement and prior death or disability to termination of exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Employee (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Employee's ’s employment under this Agreement is terminated because of disability, any benefits to which the Employee may be entitled pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b5(b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at or provided by the then current rate Company, as the case may be, for three (3) months after the termination of employmentone year, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated subject to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective date of such termination; provided, however, that the Company shall deduct from such payments the amount terms of any applicable plan or insurance contract and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which payment was made by the Company after the date of this Agreement and prior to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationapplicable law.

Death or Disability. (a) The Employee's employment under Except as otherwise provided in this Agreement, this Agreement and the employment relationship created hereby, shall be terminated automatically terminate without act by any party upon the death or disability of the EmployeeExecutive. In additionFor purposes of this Section 6(a), the Employee's employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee "disability" shall be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed mean that for a period in excess of 180 60 consecutive days (whether or not consecutive) or 90 aggregate days consecutivelyin any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means fulltime employment) because of a physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive's physician (or his guardian). In the event that the Executive's employment is terminated by reason of the Executive's death or disability, the Company shall pay the following to the Executive or his estate: (i) any accrued but unpaid base salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any vacation accrued to the date of termination, (iv) any earned but unpaid bonuses for any prior period and (v) his annual bonus prorated to the date of termination (to the extent it can be calculated), with each such payment to be made at the time of such termination of employment or as soon as administratively practicable thereafter, but in no event later than the later of (x) the last day of the calendar year in which the date of the Executive's termination occurs or (y) the fifteenth day of the third calendar month following such termination date. To the extent that RSUs or other equity securities shall vest as provided in Section 5(d), the underlying shares shall be issued (or legends removed from shares that have been issued) as soon as administratively practicable following the date of the Executive's termination, but in no event later than the later of (i) the last day of the calendar year in which such termination date occurs or (ii) the fifteenth day of the third calendar month following such termination date. All such share issuances shall be subject to the Company's collection of the applicable withholding taxes. The Executive or his legally appointed guardian, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice have up to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment was made by the Company after one year from the date of this Agreement and prior termination (or such shorter period as may be necessary to termination avoid the creation of a deferred compensation arrangement subject to the Employeerequirements of Internal Revenue Code Section 409A) to exercise all such previously granted options or stock appreciation rights, provided that in no event shall any option or stock appreciation rights be exercisable beyond its maximum term. Additionally, if the Executive's employment under this Agreement is terminated because of disability, any benefits to which Executive may be entitled pursuant to this Section 6(a), the Employee's Salary shall be reduced by an amount equal to such disability insurance benefits during such period. (b) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder 5 hereof shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable or provided by the Company in respect of Company, as the Disability of case may be, for one year. To the Employee, in the event of the termination of the Employee's employment hereunder due to extent such Disability pursuant to Section 6(a) after the Employee's employment has begunbenefits are provided under insured arrangements, the Company shall pay each applicable insurance premium (net of any payment required of the Employee, in six (6Executive) equal semi-monthly installments, an aggregate amount equal to three (3) months' Salary at the rate in effect on the effective specified due date of such terminationfor that premium (which shall not be less frequently than annually); provided, however, that in the Company shall deduct from event any such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were paid for by the Company during any period for which premium payment was cannot be made by the Company after on the date of this Agreement and prior to the termination applicable due by reason of the Employee's employment. In additionrestrictions set forth in Section 11, any bonus to which the Employee would have been entitled Executive shall make such premium payment and the Company shall promptly reimburse the Executive for that payment upon the year conclusion of the six (6)-month deferral period set forth in which such termination of employment occurs shall be pro rated to the date of such termination and paid not later than twelve (12) months after such terminationSection 11.

Death or Disability. Same as for “Discharge for Cause” EXCEPT that, in exchange for my (aor my estate’s) The Employee's execution of a release in accordance with this section and provided that I have not violated any of my obligations under Section 6, below, (1) I (or my estate) will receive the bonus, if any, that the Company awarded me for the previously completed fiscal year, if unpaid; (2) I (or my estate) will receive a portion of the bonus that the Company would have awarded me for the fiscal year in which termination occurs, prorated for the number of days I actually worked for the Company in that fiscal year (and payable when such bonus would have been paid had my employment not terminated); (3) any award made to me under this Agreement the Company’s stock incentive plan(s) or cash incentive compensation plan(s) shall be terminated immediately vest in full; and (4) any stock options awarded to me by the death Company shall remain exercisable for 90 days after my termination date. DISCHARGE OTHER THAN FOR CAUSE, DEATH, OR DISABILITY Same as for “Discharge for Cause” EXCEPT that, in exchange for my execution of a release in accordance with this section and provided that I have not violated any of my obligations under Section 6, below, (1) my base salary, but not my employment, shall continue for 12 months after my termination date or until such date as I commence employment with another entity (or self-employment), whichever comes first; (2) I will receive the bonus, if any, that the Company awarded me for the previously completed fiscal year, if unpaid; (3) I will receive a portion of the Employee. In addition, the Employee's employment under this Agreement may be terminated by the Board of Directors of bonus that the Company if would have awarded me for the Employee shall be rendered incapable by illness or fiscal year in which termination occurs, prorated for the number of days I actually worked for the Company in that fiscal year (and payable when such bonus would have been paid had my employment not terminated); (4) the Company will reimburse me for the cost of any other disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed for a period COBRA health continuation coverage I purchase (in excess of 180 days the amount I would have paid for group health coverage had I remained on the Company’s group health plan as an employee) until the earlier of (whether or not consecutiveA) or 90 days consecutively, as the case may be, during a 12-month period during the Term of Employment ("Disability"). If the Employee's employment under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the Employee in the manner provided herein. In the event that the Employee receives disability date on which I become eligible for health insurance benefits for which payment was made by the Company under another employer’s plan or (B) 12 months after the date of discharge; (5) any award made to me under the Company’s stock incentive plan(s) or cash incentive compensation plan(s) shall continue to vest during the period described in clause (1) of this Agreement sentence; and prior (6) any stock options awarded to termination me by the Company shall remain exercisable, to the extent vested, for 90 days after the expiration of the Employee's employment period described in clause (1) of this sentence. RESIGNATION WITHOUT GOOD REASON Same as for “Discharge for Cause.” RESIGNATION WITH GOOD REASON Same as for “Discharge Other Than for Cause, Death, or Disability.” TERMINATION WITHOUT CAUSE OR RESIGNATION WITH GOOD REASONS WITHIN 12 MONTHS AFTER A THIRD PARTY CHANGE IN CONTROL Same as for “Discharge for Cause” EXCEPT that, in exchange for my execution of a release in accordance with this section and provided that I have not violated any of my obligations under this Agreement pursuant to this Section 6(a)6, the Employee's Salary shall be reduced by below, (1) I will receive, in a lump sum within 30 days after my termination date, an amount equal to such disability insurance benefits during such period. two times the sum of (bA) In addition my then current Base Salary and (B) the average of the two most recent annual bonuses paid to and not in substitution for any other benefits which may be payable me by the Company (treating any annual bonus which is not paid as a result of my failure to attain the Bonus Performance Goals as having been paid in respect of the death of the Employee, in the event of such death after the Employee's employment has begun, the Salary payable hereunder shall continue to be paid at the then current rate for three (3) months after the termination of employment, and any bonus to which the Employee would have been entitled for the year in which his death occurs shall be pro rated to the date of his death and paid not later than three (3) months after the termination of employment. All sums payable pursuant to this Section 6(b) shall be paid to the Employee's personal representative. (c) In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability of the Employee, in the event of the termination of the Employee's employment hereunder due to such Disability pursuant to Section 6(a) after the Employee's employment has begun, the Company shall pay the Employee, in six (6) equal semi-monthly installments, an aggregate amount equal to three zero) or if only one annual bonus has been paid to me by the Company, the amount of that annual bonus; (32) months' Salary at I will receive the rate in effect on the effective date of such termination; providedbonus, howeverif any, that the Company shall deduct from awarded me for the previously completed fiscal year, if unpaid; (3) I will receive a portion of the bonus that the Company would have awarded me for the fiscal year in which termination occurs, prorated for the number of days I actually worked for the Company in that fiscal year (and payable when such payments bonus would have been paid had my employment not terminated); (4) the Company will reimburse me for the cost of any COBRA health continuation coverage I purchase (in excess of the amount I would have paid for group health coverage had I remained on the Company’s group health plan as an employee) until the earlier of any and all disability (A) the date on which I become eligible for health insurance benefits paid during such three-month period with respect under another employer’s plan or (B) twelve months after my termination date; (5) any award made to me under the Employee that were paid Company’s stock incentive plan(s) or cash incentive compensation plan(s) shall continue to vest for twelve months after my termination date; and (6) any stock options awarded to me by the Company during any period shall remain exercisable, to the extent vested, for which payment was made by the Company 90 days after the twelve-month anniversary of my termination date of this Agreement and prior Any payments or benefits provided to the termination of the Employee's employment. In addition, any bonus to which the Employee would have been entitled for the year me in which such termination of employment occurs connection with a Third Party Change on Control shall be pro rated in lieu of any other benefits or payment available or otherwise payable to the date of such termination and paid not later than twelve (12) months after such terminationme under this Section 5. EXPIRATION OF AGREEMENT Same as for “Discharge for Cause.”