Common use of Death or Disability Clause in Contracts

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) 1. The Executive’s employment hereunder shall terminate automatically upon on the Executive’s death during the Employment Term, and the Company Companies may terminate the Executive’s employment on account of the Executive’s Disability. (b) 2. If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiariesbeneficiary, as the case may be) shall be entitled to receive the following: (i) a. the Accrued Amounts; and b. in the case of Disability, and subject to execution by the Executive (iior his or her personal representative if applicable) of the Release and the Executive’s compliance with the Covenants Agreement, a lump sum severance payment equal to one (1) times the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned Executive’s Base Salary for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs, which shall be paid on the Companies’ regular payroll dates over a period of twelve (12) months, beginning with the first regular payroll date that occurs on or after sixty (60) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) 3. For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, inability to perform the essential functions duties of his jobthe Executive’s position, with or without any reasonable accommodationaccommodations, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account because of the Executive’s inability to perform such duties due to a mental or physical incapacity which isillness, injury, impairment or is reasonably expected to becomeincapacity, as interpreted and applied consistent with the Americans with Disabilities Act and other Applicable Law, for a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence period in excess of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined ninety (90) consecutive days in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writingany calendar year. The determination of Committee shall exercise reasonable discretion to determine if a Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementhas occurred.

Death or Disability. (a) The ExecutiveEmployee’s employment hereunder shall terminate automatically upon on the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account date of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the ExecutiveEmployee’s death or immediately upon Parsley’s sending Employee a notice of termination of employment for “Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, ,” which shall be payable on the date that annual bonuses are paid to the Companymean Employee’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, inability to perform the essential functions of his jobEmployee’s position, with or without reasonable accommodation, due to an illness or physical or mental impairment or other incapacity that continues, or can reasonably be expected to continue, for one hundred eighty a period in excess of ninety (18090) days out (whether or not consecutive) during any period of any three hundred sixty-five (365) day consecutive days. Upon termination of Employee’s employment by reason of death or Disability pursuant to this Section 1.15, Employee shall be entitled to receive (i) the Accrued Obligations and (ii) provided that Employee or Employee’s estate, as applicable, has fulfilled the Severance Conditions, (A) beginning on the Initial Payment Date, Employee’s Base Salary for the remainder of the calendar year in which death or Disability occurred, which, following the Initial Payment Date, shall be paid as and when such amounts would have been due had Employee’s employment continued (the “Death or Disability Payment”) and (B) following the applicable performance period, if any, a portion of Employee’s Annual Bonus for the calendar year in which death or one Disability occurred, such portion equal to the product of (1) the Annual Bonus Employee would have been eligible to receive pursuant to Section 1.03 had Employee continued to provide services to the Parsley Group through the payment date of such Annual Bonus based on the actual achievement of the applicable performance conditions, if any, as determined by the Compensation Committee in its sole discretion and (2) a fraction, the numerator of which is equal to the number of days in the calendar year that elapsed prior to Employee’s termination of employment by reason of death or Disability and the denominator of which is three hundred twenty sixty-five (120365) consecutive days(the “Death or Disability Bonus”). Any installments of the Death or Disability Payment that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Payment Date. The Death or Disability Bonus shall be paid in a lump-sum on or before the date annual bonuses for the calendar year in which death or Disability occurred are paid to employees of the same level and responsibility who have continued employment with the Parsley Group; provided provided, however, in no event shall the event that Death or Disability Bonus be paid prior to the Company temporarily replaces the Executive, Initial Payment Date or transfers the Executive’s duties or responsibilities to another individual on account later than March 15 of the Executivecalendar year following the calendar year in which death or Disability occurred. Further, if Employee is terminated pursuant to this Section 1.15 prior to the date on which all unvested outstanding equity awards held by Employee vest and Employee or Employee’s inability estate, as applicable, has fulfilled the Severance Conditions, then (A)(i) the target number of each grant of performance-based equity awards outstanding shall immediately vest as of the date of Employee’s termination of employment, and (ii) all unvested outstanding time-based equity awards held by Employee shall immediately vest as of the date of Employee’s termination of employment and (B) such awards shall be settled on or following the Initial Payment Date but no later than sixty-five (65) days following Employee’s termination of employment. 4. The final sentence of the first paragraph of Section 1.16 of the Agreement shall be deleted and the following shall be substituted therefor: Further, if Employee is terminated pursuant to perform this Section 1.16 prior to the date on which all unvested outstanding time-based equity awards held by Employee vest and Employee has fulfilled the Severance Conditions, then all unvested outstanding time-based equity awards held by Employee shall immediately vest as of the date of Employee’s termination of employment, and such duties due time-based equity awards shall be settled on or following the Initial Payment Date but no later than sixty-five (65) days following Employee’s termination of employment. For the avoidance of doubt and notwithstanding anything to a mental or physical incapacity which isthe contrary in this Agreement, or if Employee is reasonably expected terminated pursuant to become, a Disabilitythis Section 1.16, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as treatment of each unvested grant of performance-based equity awards granted following a result thereof. Any question as to the existence Change of the Executive’s Disability as to which the Executive and the Company cannot agree Control shall be determined in writing by a qualified independent physician mutually acceptable accordance with the terms of the award agreement applicable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writinggrant. 5. The determination of Disability made in writing to the Company and the Executive following shall be final and conclusive for all purposes of this Agreement.added as a new Section 1.20:

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall 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 (awhich means full-time employment) The 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 Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment hereunder shall terminate automatically upon the is terminated by reason of Executive’s death during or disability, the Employment TermCompany shall pay the following to Executive: (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, his annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Company Executive or his legally appointed guardian, as the case may terminate be, shall have up to one year from the Executive’s employment on account date of termination to 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 Executive’s Disability. (b) If payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated during the Employment Term on account because of the Executive’s death or Disabilitydisability, the Executive (shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Executive’s estate and/or beneficiariesCompany, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day periodyear, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive except for all purposes of this Agreementperquisites.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” Disability shall mean the Executive’s inability, due to physical or mental incapacity, to substantially perform the essential functions of his job, with or without reasonable accommodation, duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The ExecutiveEmployee’s employment hereunder shall terminate automatically upon on the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account date of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the ExecutiveEmployee’s death or immediately upon Parsley’s sending Employee a notice of termination of employment for “Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, ,” which shall be payable on the date that annual bonuses are paid to the Companymean Employee’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, inability to perform the essential functions of his jobEmployee’s position, with or without reasonable accommodation, due to an illness or physical or mental impairment or other incapacity that continues, or can reasonably be expected to continue, for one hundred eighty a period in excess of ninety (18090) days out (whether or not consecutive) during any period of any three hundred sixty-five (365) day consecutive days. Upon termination of Employee’s employment by reason of death or Disability pursuant to this Section 1.15, Employee shall be entitled to receive (i) the Accrued Obligations and (ii) provided that Employee or Employee’s estate, as applicable, has fulfilled the Severance Conditions, following the applicable performance period, if any, a portion of Employee’s Annual Bonus for the calendar year in which death or one Disability occurred, such portion equal to the product of (A) the Annual Bonus Employee would have been eligible to receive pursuant to Section 1.03 had Employee continued to provide services to the Parsley Group through the payment date of such Annual Bonus based on the actual achievement of the applicable performance conditions, if any, as determined by the Compensation Committee in its sole discretion and (B) a fraction, the numerator of which is equal to the number of days in the calendar year that elapsed prior to Employee’s termination of employment by reason of death or Disability and the denominator of which is three hundred twenty sixty-five (120365) consecutive days(the “Death or Disability Bonus”). The Death or Disability Bonus shall be paid in a lump-sum on or before the date annual bonuses for the calendar year in which death or Disability occurred are paid to employees of the same level and responsibility who have continued employment with the Parsley Group; provided provided, however, in no event shall the event that Death or Disability Bonus be paid prior to the Company temporarily replaces the Executive, Initial Payment Date or transfers the Executive’s duties or responsibilities to another individual on account later than March 15 of the Executivecalendar year following the calendar year in which death or Disability occurred. Further, if Employee is terminated pursuant to this Section 1.15 prior to the date on which all unvested outstanding equity awards held by Employee vest and Employee or Employee’s inability to perform such duties due to a mental or physical incapacity which isestate, or is reasonably expected to becomeas applicable, a Disabilityhas fulfilled the Severance Conditions, then (A)(i) the Executivetarget number of each grant of performance-based equity awards outstanding shall immediately vest as of the date of Employee’s employment shall not be deemed terminated by the Companytermination of employment, and the Executive (ii) all unvested outstanding time-based equity awards held by Employee shall not be able to resign with Good Reason immediately vest as a result thereof. Any question as to the existence of the Executivedate of Employee’s Disability as to which the Executive termination of employment and the Company cannot agree (B) such awards shall be determined in writing by a qualified independent physician mutually acceptable to settled on or following the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination Initial Payment Date but no later than sixty-five (65) days following Employee’s termination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementemployment.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the on Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal calendar year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean a condition that entitles Executive to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon on the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal any earned but unpaid Annual Bonus with respect to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal any completed calendar year in which immediately preceding the Termination Date occurs based on the achievement of applicable performance goals for such yearDate, which shall be payable paid on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occursotherwise applicable payment date. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean a condition that entitles the Executive to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his the Executive’s job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” Disability shall mean the Executive’s inability, due to physical or mental incapacity, to substantially perform the essential functions of his job, with or without reasonable accommodation, her duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account or disability of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account . For purposes of the Executive’s death or Disabilitythis Section 6(a), the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following: mean (i) the Accrued AmountsExecutive is unable to engage in his customary duties 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 12 months; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to medically determinable physical or mental incapacity, impairment that can be expected to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day periodresult in death, or one hundred twenty (120) consecutive days; provided howeverlast for a continuous period of not less than 12 months, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive’s inability Company; or (iii) the Executive is determined to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated totally disabled by the Company, and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s Disability regularly attending physician (or his guardian) (or the 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 legally appointed representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any earned but unpaid bonuses for any prior period and his annual bonus prorated to date of termination (to the extent the Compensation Committee has set a formula and it can be calculated), (v) a lump sum payment of $500,000 as long as the Company has at least $1 million in cash following the payment paid in cash via electronic funds transfer or wire into either the Executive’s bank account or the designated, surviving relative of the Executive within 10 business days of the death or disability event (vi) 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 representative, as the case may be, shall have up to two years from the date of termination to exercise all 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 Executive and may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable Company, as the case may be, for one year, subject to the Executive terms of any applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the CompanyCode by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. If In the event all or a portion of the benefits to which the Executive and was entitled pursuant to Section 5(b) hereof are subject to 409A of the Company cannot agree as to a qualified independent physicianCode, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall not be final and conclusive for all purposes entitled to the benefits that are subject to Section 409A of this Agreementthe Code subsequent to the “applicable 2½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the ExecutiveEmployee’s employment on account upon the date of the ExecutiveEmployee’s disability. The term “Disability. ” shall mean physical or mental disability to the extent that Employee becomes disabled for more than one hundred twenty (b120) If consecutive days or one hundred eighty (180) days in the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disabilityaggregate in any twelve (12) month period, the Executive (or the Executive’s estate and/or beneficiariesprovided however, as the case may be) shall be entitled to receive the following: that: (i) if Employee disputes that Disability has occurred, the Accrued AmountsCompany and Employee shall jointly select a doctor to examine Employee, and if the Company and Employee cannot agree on a doctor, each party shall select one (1) doctor who shall jointly select a third (3rd) doctor to examine Employee; and and (ii) the Company shall continue to pay Employee all Section 2 Compensation (as defined below), until a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occursfinal determination has been made. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “DisabilitySection 2 Compensation” shall mean Employee’s annual Base Salary, annual Performance Bonus and annual Restricted Stock Award. In addition, upon Employee’s death or a final determination of Disability, the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out unvested portion of any three hundred sixty-five Restricted Stock Award granted to Employee pursuant to the Company’s Amended and Restated 2009 Equity Participation Plan (365the “Plan”) day periodas same may be amended from time to time during the Term, or one hundred twenty (120) consecutive days; provided howeverany similar equity participation plan, in the event that the Company temporarily replaces the Executive, shall immediately vest. Upon Employee’s death or transfers the Executive’s duties or responsibilities to another individual on account final determination of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the ExecutiveEmployee’s employment shall automatically terminate (the period of time between the date of Employee’s death or final determination of Disability, as applicable, and the date that the Term would have otherwise expired if death or final determination of Disability, as applicable, had not occurred shall be deemed terminated referred to as the “Covered Term”); provided, however, that upon such termination the Company shall pay to Employee (or Employee’s estate) an amount equal to the greater of: (1) the sum of (A) the Base Salary that otherwise would have been paid during the Covered Term, plus (B) the amount of the Performance Bonus paid to Employee for the most recent calendar year preceding Employee’s death; or (2) such other amount that the Compensation Committee of the Company may determine in its sole discretion from time to time during the Term (such greater amount of (1) and (2) shall be referred to as the “Final Payment”). The Company shall pay for or facilitate the Final Payment to be made either: (i) in cash, in a single lump sum, within ten (10) days of the date of termination; or (ii) at the sole discretion of the Compensation Committee of the Company, as proceeds from one (1) or more insurance policies, the premiums of which shall be paid by the Company. Employee acknowledges that in furtherance of the foregoing and in discharge of its obligation to make the Final Payment, the Company may purchase and pay the premiums for one (1) or more insurance policies (disability, life or otherwise), with the beneficiary being the Employee, and the Executive shall not be able Employee hereby consents to resign with Good Reason as a result thereof. Any question as such insurance and Employee agrees to the existence submit to any medical examination and release of the Executive’s Disability as medical records required to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint obtain such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementinsurance.

Death or Disability. (a) The Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account or disability of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account . For purposes of the Executive’s death or Disabilitythis Section 6(a), the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following: mean (i) the Accrued AmountsExecutive is unable to engage in his customary duties 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 12 months; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to medically determinable physical or mental incapacity, impairment that can be expected to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day periodresult in death, or one hundred twenty (120) consecutive days; provided howeverlast for continuous period of not less than 12 months, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive’s inability Company; or (iii) the Executive is determined to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated totally disabled by the Company, and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s Disability as to which regularly attending physician (or his guardian) (or the Executive and 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 cannot agree shall be determined in writing by a qualified independent physician mutually acceptable 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 the Company. If (iv) all equity awards previously granted to the Executive and under the Company cannot agree as to a qualified independent physicianIncentive Plan or similar plan shall thereupon become fully vested, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive or his legally appointed guardian, as the case may be, shall have up to three months from the date of termination (or one year from the date of death) to exercise all such previously granted options, provided that in no event shall any option be final and conclusive for all purposes of this Agreementexercisable beyond its term.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-a- half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” Disability shall mean the Executive’s inability, due to physical or mental incapacity, to substantially perform the essential functions of his job, with or without reasonable accommodation, duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon on the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean a condition that entitles the Executive to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his the Executive’s job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company Bank may terminate the Executive’s employment with the Bank on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Propro-Rata Bonus/Annual Bonusrata annual bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the CompanyBank’s similarly situated executives, but in no event later than two2-and-a-half (2 1/2) 1/2 months following the end of the fiscal calendar year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” Disability shall mean that the Executive is entitled to receive long-term disability benefits under the Bank’s long-term disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to substantially perform the his essential functions of his job, with or without reasonable accommodation, duties and responsibilities under this Agreement for one hundred eighty (180) 90 days out of any three hundred sixty365-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company Bank temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, Bank and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company Bank cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the CompanyBank. If the Executive and the Company Bank cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company Bank and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon In the Executive’s event of the Employee's death during the Employment Term, and the Company Employee's employment with the Corporation automatically terminates on the date of the Employee's death. In the event of the Employee's Disability, provided that such Disability cannot be accommodated by the Corporation (acting reasonably) or such accommodation would constitute undue hardship to the Corporation, the Corporation may terminate the Executive’s Employee's employment with the Corporation by written notice to the Employee. For the purposes of this Agreement, the term "DISABILITY" means the Employee's inability to substantially fulfill his duties on account behalf of the Executive’s Disability. Corporation for a continuous period of at least three (b3) If months or more or the Executive’s employment is terminated during the Employment Term Employee's inability to substantially fulfill his duties on account behalf of the Executive’s Corporation for an aggregate period of six (6) months or more during any consecutive twenty-four (24) month period; and if there is any disagreement between the Corporation and the Employee as to the Employee's Disability or as to the date any such Disability began or ended, the same shall be determined by a physician mutually acceptable to the Corporation and the Employee whose determination shall be conclusive evidence of any such Disability and of the date any such Disability began or ended. In the event that the Employee's employment terminates for death or DisabilityDisability in accordance with this Section 4(a), this Agreement shall terminate without further obligations to the Executive (or Employee provided that the Executive’s estate and/or beneficiariesEmployee shall, as in addition to any entitlement to disability benefits that the case may be) shall Employee is entitled to receive in accordance with the relevant benefit programs maintained by the Corporation, only be entitled to receive from the following: Corporation an amount equal to the sum of: (i) any and all earned but unpaid Base Salary up to the Accrued Amountslast day of the Employee's employment with the Corporation; and (ii) a lump sum payment equal the value of vacation accrued but unused to the Pro-Rata Bonus/Annual Bonuslast day of the Employee's employment with the Corporation; (iii) any and all amounts payable by the Corporation pursuant to Sections 3(d) or 3(e) hereof (collectively, if any, that "BUSINESS EXPENSES"); and (iv) any and all accrued but unpaid amounts due to the Executive would have earned for Employee under the Management Bonus Plan and the Stock Option Plans (subject to the respective terms and conditions thereof) in respect of any period prior to the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s death or Disability shall be provided in a manner which is consistent with federal and state lawoccurred. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which that includes the Termination Date occurs date of the Executive’s termination based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which that includes the Termination Date occursdate of the Executive’s termination. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his the Executive’s job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s 's employment hereunder shall terminate automatically upon the Executive’s 's death during the Employment Term, and the Company may terminate the Executive’s 's employment on account of the Executive’s 's Disability. (b) If the Executive’s 's employment is terminated during the Employment Term on account of the Executive’s 's death or Disability, the Executive (or the Executive’s 's estate and/or beneficiaries, as the case may be) shall be entitled to receive the Accrued Amounts and the following: (i) if before the Accrued Amounts; and (ii) Revenue Trigger, a lump sum payment equal to two times the Pro-Rata Bonus/Annual Bonus, if any, that sum of the Executive would have earned Executive's Base Salary and Target Bonus for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made and if after the Revenue Trigger, one times the sum of the Executive's Base Salary and Target Bonus for the year in connection with which the Termination Date occurs, which in either case shall be paid within seven (7) days following the Termination Date; (ii) If the Executive’s Disability family timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), the Company shall pay the full premium to insure his spouse and dependents until the eighteen-month anniversary of the Termination Date. (iii) To the extent any equity granted to Executive that is subject to time vesting is not already vested as of the Termination Date, all unvested equity shall immediately vest and all restrictions on the transferability, subject to SEC Rule 144, of such equity shall be provided in a manner which is consistent with federal and state lawlifted on the Termination Date. (c) For purposes of this Agreement, “Disability” Disability shall mean the Executive’s 's inability, due to physical or mental incapacity, to substantially perform the essential functions of his job, with or without reasonable accommodation, duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s 's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The ExecutiveIf Employee’s employment hereunder shall terminate automatically upon due to his death or Disability (defined below), Employee (or his/her estate) shall be paid, in lieu of all other payments hereunder, the Executive’s death during following: (1) accrued and unpaid salary through the Employment Term, and effective date of the Company may terminate the Executivetermination of Employee’s employment with Company (“Date of Termination”); (2) accrued and unused vacation through the Date of Termination; (3) a pro-rated portion of any bonuses, including without limitation, performance bonuses, based on account Employee’s performance through the Date of Termination; (4) vested benefits and other amounts due to Employee under any plan, program, policy or other agreement with the ExecutiveCompany; and (5) reimbursement for all actual and previously unreimbursed out-of-pocket business expenses properly incurred to the Date of Termination in accordance with Company’s Disability. standard business expense reimbursement policies (bcollectively, the “Accrued Amounts”). The Accrued Amounts shall be paid to Employee or Employee’s surviving spouse, if any, or otherwise to Employee’s estate, in a single lump sum payment within thirty (30) If the Executive’s employment is terminated during the Employment Term on account days of the ExecutiveEmployee’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonusor, if anyotherwise provided in an applicable employee benefit plan, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection accordance with the Executive’s Disability shall be provided time and form of payment provisions of such plan, in a manner which is consistent accordance with federal and state applicable law. (c) . For purposes of this Agreement, Agreement “Disability” shall mean the Executive’s inabilitythat Employee has been prevented from working for more than a continuous period of six (6) months, due to or for shorter periods aggregating more than six (6) months in any consecutive twelve (12) month period, because of physical or mental incapacity, to perform the essential functions incapacity or other disability for which Employee has been provided all legally required leaves of his job, with or without absence and reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementaccommodations.

Death or Disability. (a) The If, during the Employment Period, the Executive shall die, his termination of employment shall become effective as of the date of his death. If, during the Employment Period, the Executive shall be substantially unable to perform the duties required of him pursuant to the provisions of this Agreement due to any physical or mental disability which is in existence for a period of 45 consecutive days or an aggregate of 90 days in any 12 consecutive month period, the Company shall have the right to terminate the Executive’s employment pursuant to this Agreement by giving not less than 30 days’ written notice to the Executive, at the end of which time the Executive’s employment hereunder shall terminate automatically upon the Executive’s death be terminated. The Executive shall retain his status and continue to receive his Base Salary and other benefits during the Employment Termperiod prior to any termination because of a disability. Upon request by the Company, the Executive shall submit to reasonable medical examination for the purpose of determining the existence, nature and the Company may terminate the Executive’s employment on account extent of the Executive’s Disabilityany such disability. (b) If In the event of a termination of the Executive’s employment is terminated during the Employment Term on account by reason of the Executive’s his death or Disabilitydisability, the Executive (or the Executive’s estate and/or beneficiariesCompany shall have no further obligations hereunder, except as the case may be) shall be entitled to receive the followingfollows: (i) All accrued and unpaid Base Salary through the Accrued Amountsdate of termination and all bonus or incentive compensation or other benefits earned and accrued by the Executive as of the date of termination, plus any vacation pay, expense reimbursements or other entitlements due to the Executive under any of the Company’s benefits plans or under this Agreement, shall be paid to the Executive or his estate or assigns within 30 days of the date of termination; and (ii) a lump sum payment equal All stock options and other equity awards granted to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable fully vest on the date that annual bonuses are paid of termination, and all such stock options or awards shall thereupon become fully exercisable or payable, with such stock options to continue to be exercisable for one year after the Company’s similarly situated executivesdate of termination, but but, in no event event, later than two-and-a-half (2 1/2) months following the end date of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes expiration of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, such options as specified in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementoption award letters relating thereto.

Death or Disability. (a) The Executive’s In the event Executive dies or becomes disabled during the term of this Agreement, his employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disabilityterminate. (bi) If In the Executive’s employment is terminated during the Employment Term on account case of the Executive’s death or Disabilitydisability, the Company shall pay to Executive (or the Executive’s estate and/or beneficiarieshis estate, personal representative or beneficiary, as the case may be) shall be entitled to receive not later than 10 days after the following: Executive dies or becomes disabled: (i) any Base Salary earned but unpaid at the Accrued Amountsdate of termination; and(ii) any unpaid accrued benefits of the Executive through the date of termination; (iii) any unreimbursed expenses for which Executive shall not have been reimbursed as provided in Article 2; and (iv) any accrued but unpaid bonus, if any, through the date of termination. (ii) a lump sum payment equal to For the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes purpose of this Agreement, “Disabilitydisability” or “disabled” shall mean the inability of the Executive’s inability, due to physical or mental incapacityillness or disease, to perform the essential functions of his job, with or without reasonable accommodation, then performed by such Executive for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) substantially consecutive days; provided however, accompanied by the likelihood, in the event opinion of a physician chosen by the Executive or his guardian and reasonably acceptable to the Company, that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability disabled Executive will be unable to perform such duties due to a mental or physical incapacity which isfunctions within the reasonably foreseeable future; provided, or is reasonably expected to becomehowever, a Disability, then that the Executive’s employment foregoing definition shall not be deemed terminated by include a disability for which the CompanyCompany is required to provide reasonable accommodation pursuant to the Americans with Disabilities Act or other similar statute or regulation. If any question shall arise as to whether during any period Executive has suffered a disability, Executive may, and at the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence request of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physicianwill, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing submit to the Company a certification in reasonable detail completed by a physician selected by Executive or his guardian to whom the Company has no reasonable objection, as to whether Executive, after such physician’s examination, was found to be disabled in such physician’s reasonable clinical judgment and such certification shall include the Executive shall be final and conclusive physician’s opinion, which for all the purposes of this AgreementAgreement shall be conclusive of the issue. If such question shall arise and Executive shall fail to submit to examination by such physician, the Company’s determination of such issue shall be binding on Executive.

Death or Disability. (a) The Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s or termination of employment on account by reason of disability of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account . For purposes of the Executive’s death or Disabilitythis Section 6(a), the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following: mean (i) the Accrued AmountsExecutive is unable to engage in his customary duties 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 6 months; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to medically determinable physical or mental incapacity, impairment that can be expected to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day periodresult in death, or one hundred twenty (120) consecutive days; provided howeverlast for continuous period of not less than 6 months, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive’s inability Company; or (iii) the Executive is determined to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated totally disabled by the Company, and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree a disability shall be determined in writing by the written opinion of a qualified independent physician mutually acceptable to medical doctor selected by the Executive and (or the Company. If the Executive and the Company cannot agree as to a qualified independent physicianSocial Security Administration, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company where applicable), and the Executive shall fully cooperate in connection with such determination. 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) accrued but unpaid expenses required to be final and conclusive for all purposes of reimbursed under this Agreement, (iii) any earned but unpaid bonuses for any prior period and his bonus prorated to date of termination (to the extent the Compensation Committee has set a formula and it can be calculated), and (iv) all equity awards previously granted to the Executive under the Company’s 2017 Equity Incentive Plan (the “Plan”) or similar plan shall thereupon become fully vested (including any Target RSUs granted under Section 4(c) as a result of attainment of performance milestones (but not including any Target RSUs that are ungranted as a result of failure to attain the performance milestones) and Options granted under Section 4(d), and the Executive or his legally appointed guardian, as the case may be, shall have up to 12 months from the date of termination to 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.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Termdeath, and the Company may terminate the Executive’s employment on account of the Executive’s DisabilityDisability (as defined in paragraph (c) below). (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal . In addition, in the event of the Executive’s termination on account of the Executive’s death, the Executive’s estate shall be entitled to exercise any vested and fully exercisable portion of the Pro-Rata Bonus/Annual BonusOption, the Milestone 1 Option, and/or the Milestone 2 Option, if any, that for all of the Executive would have earned respective Option Shares, the Milestone 1 Options Shares or the Milestone 2 Option Shares, as applicable, for the fiscal year in which the Termination Date occurs based on the achievement a period of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid up to the Company’s similarly situated executives, but in no event later than two-and-a-half three (2 1/23) months following the end of the fiscal year in which the Termination Date occursExecutive’s death. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s death or Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean occur when the Executive is entitled to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, job for one hundred eighty (180) calendar days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive calendar days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive (or his guardian) and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing by such physician to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder This Agreement and the Period of Employment shall terminate automatically upon the Executive’s death during the Employment Term, and 's death. If the Company determines in good faith that the Executive has a Disability (pursuant to the definition of "Disability" set forth below), it may give to the Executive written notice of its intention to terminate the Executive’s 's employment due to Disability. Such notice shall be deemed the Notice of Termination as defined in Section 10(t) of this Agreement. In such event, the Executive's employment with the Company shall terminate effective on account the thirtieth day after receipt by the Executive of such Notice of Termination given at any time after the Company has determined the Executive has a Disability; provided that, within the thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs's duties. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “"Disability” " means that the Executive shall mean the Executive’s inability, have been unable due to physical or mental incapacityillness, accident or other disability to regularly and predictably perform the his essential job functions hereunder for a period of his job, with or without reasonable accommodation, for at least one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in has exhausted all paid and/or unpaid leaves of absence under applicable law and/or the event Company's personnel policies, and there remains no reasonable accommodation available that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability would enable Executive to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, his essential job functions hereunder regularly and the Executive shall not be able to resign with Good Reason as a result thereofpredictably. Any question as to the existence of the Executive’s 's Disability as to on which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive Company and the CompanyExecutive. If the Executive Company and the Company Executive cannot agree as to upon such a qualified independent physician, then the Company and Executive shall each shall appoint such a physician and those two physicians shall select a third physician who shall make such a determination in writing. The determination of Disability shall be made in writing to the Company and the Executive and shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically without act by any party upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account or disability of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account . For purposes of the Executive’s death or Disabilitythis Section 6(a), the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following: mean (i) the Accrued AmountsExecutive 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 12 months; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to medically determinable physical or mental incapacity, impairment that can be expected to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day periodresult in death, or one hundred twenty (120) consecutive days; provided howeverlast for continuous period of not less than 12 months, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive’s inability Company; or (iii) the Executive is determined to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated totally disabled by the Company, and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by a majority of the members of the Board of Directors of the Corporation based on available information (or the Social Security Administration, where applicable). In the event that the Executive’s Disability as employment is terminated by reason of Executive’s death, the Executive’s estate shall receive (i) three (3) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes, and (ii) continued provision for a period of one (1) year following the Executive’s death of benefits, except perquisites, under any employee benefit plan extended from time to which the Executive and time by the Company cannot agree to its senior executives. In the event that the Executive’s employment is terminated by reason of Executive’s disability, the Company shall pay the following to the Executive: (i) eighteen (18) months’ Base Salary at the then current rate, to be determined paid from the date of termination until paid in writing full in accordance with the Company’s usual practices, including the withholding of all applicable taxes; (ii) continued provision during said eighteen (18) month period of the benefits, except perquisites, under any employee benefit plan extended from time to time by a qualified independent physician mutually acceptable the Company to its senior executives; and (iii) any earned but unpaid bonuses; provided, however, the Company may credit against such amounts any proceeds paid to the Executive and the Company. If the Executive and the Company cannot agree as with respect to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive any disability policy maintained for all purposes of this Agreementhis benefit.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon To the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is extent consistent with federal and state law. (c) For purposes of this Agreement, 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” shall mean the Executivemeans (i) Employee’s inabilityinability to engage in any substantial, due to gainful activity by reason of any medically determinable physical or mental incapacityimpairment 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, to perform the essential functions of his jobor (ii) Employee is, with or without reasonable accommodation, for one hundred eighty (180) days out 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 replacement benefits for a period of not less than three hundred sixty(3) months under an accident or health plan covering Employer’s employees. In the event of termination due to death or Disability, Employer shall pay Employee (or his legal representative) his base salary prorated through the date of termination, at the rate in effect at the time of termination, together with any benefits accrued, including, but not limited to, a pro-five (365) day periodrata share of any bonus earned for the year of termination, or one hundred twenty (120) consecutive days; provided howeverthrough the date of 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 the Option Agreements for the Options shall provide that, notwithstanding any contrary provisions in the Plan, in the event that Employee’s employment is terminated due to Employee’s death or Disability, all then unvested portions of the Company temporarily replaces Granted Stock and Options will immediately vest in full and, in the Executivecase of the Options, be exercisable as of the termination date. In addition, 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, 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 date, or transfers the Executive’s duties on or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as prior to the existence of Option Expiration Date (as specified and defined in the Executive’s Disability as to which respective Stock Option Grant Notices for the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physicianOptions), each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementwhichever is earlier.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon To the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is extent consistent with federal and state law. (c) For purposes of this Agreement, 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” shall mean the Executivemeans (i) Employee’s inabilityinability to engage in any substantial, due to gainful activity by reason of any medically determinable physical or mental incapacityimpairment 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, to perform the essential functions of his jobor (ii) Employee is, with or without reasonable accommodation, for one hundred eighty (180) days out 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 replacement benefits for a period of not less than three hundred sixty(3) months under an accident or health plan covering Employer’s employees. In the event of termination due to death or Disability, Employer shall pay Employee (or Employee’s legal representative) Employee’s base salary prorated through the date of termination, at the rate in effect at the time of termination, together with any benefits accrued, including, but not limited to, a pro-five (365) day periodrata share of any bonus earned for the year of termination, or one hundred twenty (120) consecutive days; provided howeverthrough the date of termination. Any such bonus shall be payable in the calendar year following the performance year. The Stock Agreements for the Granted Stock and the Option Agreements for the Options shall provide that, notwithstanding any contrary provisions in the Plan, in the event that Employee’s employment is terminated due to Employee’s death or Disability, all then unvested portions of the Company temporarily replaces Granted Stock and Options will immediately vest in full and, in the Executivecase of the Options, be exercisable as of the termination date. In addition, 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, 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 date, or transfers the Executive’s duties on or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as prior to the existence of Option Expiration Date (as specified and defined in the Executive’s Disability as to which respective Stock Option Grant Notices for the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physicianOptions), each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementwhichever is earlier.

Death or Disability. (a) i. The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) ii. If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) 1. the Accrued Amounts; 2. a lump sum payment equal to 12 months of the Executive’s current Base Salary, as shown at Item 4(a) or as later increased by the Compensation Committee; and, (ii) 3. a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal calendar year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal calendar year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) iii. For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Propro-Rata Bonus/rata Annual Bonus, if any, that the Executive would have earned for the fiscal EIP year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal calendar year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” Disability shall mean that the Executive is entitled to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to substantially perform the his essential functions of his job, with or without reasonable accommodation, duties and responsibilities under this Agreement for one hundred eighty ninety (18090) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (ai) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (bii) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or death, Executive’s estate and/or beneficiaries, as the case may be, shall be entitled to receive: (i) the Accrued Amounts; and (ii) the Severance. (iii) If Executive’s employment is terminated during the Employment Term on account of Executive’s Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: receive: (i) the Accrued Amounts; and and (ii) a lump sum payment equal subject to the Pro-Rata Bonus/Annual BonusExecutive’s compliance with Section 6, if anySection 7, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement Section 8, and Section 9 of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end this Agreement and his execution of the fiscal year in which Release and such Release becoming effective within the Termination Date occurs. Notwithstanding any other provision contained hereinRelease Execution Period, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state lawSeverance. (civ) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for an aggregate of one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two (2) physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Upon Executive’s employment hereunder shall terminate automatically upon the Executive’s 's death or Disability during ------------------- the Employment TermPeriod, the employment relationship created pursuant to this Agreement shall immediately terminate, and no further compensation shall become payable to Executive pursuant to Paragraph 3. In connection with such termination, the Company may terminate Corporation shall only be required to pay Executive or her estate (i) any unpaid base salary earned under Paragraph 3 for services rendered through the Executive’s employment on account date of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s her death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) the dollar value of all accrued and unused vacation benefits based upon Executive's most recent level of base salary and (iii) any incentive compensation which becomes due and payable for the calendar year of the Executive's death or Disability, pro-rated in amount on the basis of the portion of that year completed prior to Executive's death or Disability. No additional shares purchased or purchasable under the stock options granted to Executive pursuant to Paragraph 4 shall vest following the termination of the employment relationship by reason of Executive's death or Disability. However, should Executive die within the first six (6) months of the Employment Period after having purchased at least One Hundred Thousand (100,000) shares of Common Stock pursuant to her stock options under Paragraph 4, then a lump sum payment portion of those shares shall immediately vest upon her death. The portion which shall so vest shall be equal to One Hundred Thousand (100,000) shares less Twelve Thousand Seven Hundred and Eight (12,708) shares for each full calendar month of employment completed by Executive during the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occursEmployment Period. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this AgreementParagraph 6, “Disability” Disability shall mean the Executive’s 's inability, due to by reason of any physical or mental incapacityinjury or illness, to substantially perform the essential functions services required of his job, with or without reasonable accommodation, her hereunder for a period in excess of one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however. In such event, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes deemed to have terminated employment by reason of this AgreementDisability on the last day of such one hundred eighty (180)-day period.

Death or Disability. (a) The Executive’s 's employment hereunder shall terminate automatically upon on the Executive’s 's death during the Employment Term, and the Company may terminate the Executive’s 's employment on account of the Executive’s 's Disability. (b) If the Executive’s 's employment is terminated during the Employment Term on account of the Executive’s 's death or Disability, the Executive (or the Executive’s 's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned Executive's Target Bonus for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs, which shall be paid within thirty (30) days following the Termination Date. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s 's Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “"Disability” " shall mean the Executive’s inability, due 's inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental incapacityimpairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; provided, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s 's duties or responsibilities to another individual on account of the Executive’s 's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s 's employment shall not be deemed terminated by the Company, Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s 's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically without act by any party upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If . In the event that the Executive’s employment is terminated during by reason of Executive’s death, the Employment Term on account Executive’s estate shall receive (i) three (3) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes, and (ii) continued provision for a period of one (1) year following the Executive’s death or Disabilityof benefits, except perquisites, under any employee benefit plan extended from time to time by the Executive (or Company to its senior executives. In addition, the Executive’s estate and/or beneficiaries, as employment hereunder may be terminated by the case may be) shall be entitled Board of Directors due to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) Disability. For purposes of this Agreement, a termination for “Disability” shall mean occur (i) when the Company has provided a written termination notice to the Executive supported by a written statement from a reputable independent physician mutually selected by the Company and the Executive, or the Executive’s inability, legal representatives in the event he is unable to make such selection due to physical or mental incapacity, to the effect that the Executive shall have become so physically or mentally incapacitated as to be unable to resume, even with reasonable accommodation as may be required under the Americans With Disabilities Act, within the ensuing twelve (12) months, his employment hereunder by reason of physical or mental illness or injury, or (ii) upon rendering of a written termination notice by the Company after the Executive has been unable to substantially perform his duties hereunder, even with reasonable accommodation as may be required under the essential functions of his job, with or without reasonable accommodationAmericans With Disabilities Act, for one hundred eighty (180) 120 or more consecutive days, or more than 180 days out in any consecutive twelve month period, by reason of any three hundred sixty-five (365) day periodphysical or mental illness or injury. For purposes of this Section 5(a), or one hundred twenty (120) consecutive days; provided howeverthe Executive agrees to make himself available and to cooperate in any reasonable examination by a reputable independent physician mutually selected by the Company and the Executive, in and paid for by the Company. In the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed is terminated by reason of Executive’s disability, the Company shall pay the following to the Executive: (i) six (6) months’ Base Salary at the then current rate, to be paid from the date of termination until paid in full in accordance with the Company’s usual practices, and including the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence withholding of all applicable taxes; (ii) continued provision during said twelve (12) month period of the Executive’s Disability as benefits, except perquisites, under any employee benefit plan extended from time to which the Executive and time by the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to its senior executives; and (iii) any earned but unpaid bonuses; provided, however, the Company may credit against such amounts any proceeds paid to the Executive and the Company. If the Executive and the Company cannot agree as with respect to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive any disability policy maintained for all purposes of this Agreementhis benefit.

Death or Disability. (a) The Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account or disability of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account Consultant. For purposes of the Executive’s death or Disabilitythis Section 6(a), the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following: mean (i) the Accrued AmountsConsultant is unable to engage in his customary duties 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 12 months; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual BonusConsultant is, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to medically determinable physical or mental incapacity, impairment that can be expected to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day periodresult in death, or one hundred twenty (120) consecutive days; provided howeverlast for continuous period of not less than 12 months, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive’s inability Company; or (iii) the Consultant is determined to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated totally disabled by the Company, and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the Executivewritten opinion of the Consultant’s Disability regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Consultant’s employment is terminated by reason of Consultant’s death or disability, the Company shall pay the following to the Consultant or his personal representative: (i) any accrued but unpaid consulting fees for services rendered to the date of termination, and (ii) accrued but unpaid expenses required to be reimbursed under this Agreement. The Consultant (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 this Agreement is terminated because of disability, any benefits (except perquisites) to which the Executive and Consultant may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable Company, as the case may be, for one year, subject to the Executive terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the CompanyCode by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. If In the Executive and event all or a portion of the Company canbenefits to which the Consultant was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Consultant shall not agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing be entitled to the Company and benefits that are subject to Section 409A of the Executive shall be final and conclusive for all purposes of this AgreementCode subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. (a) The Executive’s ' s employment hereunder shall automatically terminate automatically upon the death of Executive’s death during the Employment Term, and the Company may terminate the . If Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s 's employment is terminated during the Employment Term on account as a result of the death, Executive’s death 's estate or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) personal representative shall be entitled to receive receive, within thirty (30) days after the following: (i) the Accrued Amounts; and (ii) date of death, a lump sum payment equal to Executive's full Base Salary as of the Pro-Rata Bonus/Annual Bonusdate of death. Executive and/or Executive's dependents shall be entitled, if anyat no cost to them, that to continue to participate in the Executive would have earned for the fiscal year in which the Termination Date occurs based Company's welfare benefit plans and programs on the achievement same terms as similarly situated active employees for a period of applicable performance goals for such year, which shall be payable on twelve (12) months from the date that annual bonuses are paid of death. Executive and/or Executive's dependents shall thereafter be entitled to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end maximum of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be continuation of such benefits provided in a manner which is consistent with federal and state under such benefit plans or by applicable law. (cb) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in In the event that the Company temporarily replaces the of Executive's Disability (as defined below), or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final entitled to receive Executive' s full Base Salary plus the target Annual Bonus for a period of twelve (12) months from the date on which Executive was first unable to substantially perform his duties hereunder. If, upon the expiration of the twelve (12) month period, Executive is unable to perform his duties hereunder, this Agreement shall automatically terminate and conclusive Executive shall be entitled to receive, within thirty (30) days from the date of such termination, a lump sum payment equal to Executive's full Base Salary as of the date of termination. Executive and/or Executive's dependents shall be entitled, at no cost to them, to continue to participate in the Company's welfare benefit plans and programs on the same terms as similarly situated active employees for all purposes a period of this Agreementtwelve (12) months from the date Executive was first unable to substantially perform Executive's duties hereunder. Executive and/or Executive's dependents shall thereafter be entitled to the maximum of any continuation of such benefits provided under such benefit plans or by applicable law.

Death or Disability. (a) The Executive’s 's employment hereunder shall terminate automatically upon the Executive’s 's death during the Employment Term, and the Company may terminate the Executive’s 's employment on account of the Executive’s 's Disability. (b) If the Executive’s 's employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s 's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata eighteen (18) months’ Base Salary and Target Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half . (2 1/2c) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (cd) For purposes of this Agreement, “Disability” shall mean the Executive’s 's inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s 's duties or responsibilities to another individual on account of the Executive’s 's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s 's employment shall not be deemed terminated by the Company, Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s 's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement. Any period for vesting shall be tolled and not included during a Disability period.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon a. Upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or DisabilityEmployee while still actively employed, the Executive (or the ExecutiveEmployee’s estate and/or beneficiaries, as the case may be) designated beneficiary shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment an annual survivor benefit equal to the Pro-Rata Bonus/Annual Bonusbenefits as outlined in Sections 1 or 2, if anypayable in equal monthly installments, that commencing with the Executive first month after such death, and continuing for a period of fifteen (15) years. b. Upon the death of the Employee while receiving any supplemental pension benefit payments as provided in this Agreement, the Employee’s designated beneficiary shall receive the remaining equal monthly payments which would have earned for been due the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state lawEmployee. (c) For c. If the Employee ceases employment because of permanent disability, the Employee will be treated as actively employed, for purposes of this Agreement, “Disability” shall mean while such disability continues. In such event, payments hereunder will commence upon the ExecutiveEmployee’s inabilityattainment of Normal Retirement Age in accordance with Section 1 of this Agreement, due to physical or mental incapacity, to perform as described under Section 2 of the essential functions Agreement. The Employee will be considered permanently disabled when the Employee is no longer capable of performing the material aspects of his job, with or without reasonable accommodation, her employment duties for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason Bank as a result thereofof physical and/or mental impairment. Any question The Employee shall be considered to be no longer permanently disabled at such time as he or she returns to work in a position with responsibilities comparable to those inherent in the position in which he or she was employed on the date he or she became permanently disabled. In the event there is a disagreement as to whether the existence of Employee is permanently disabled, the Executive’s Disability as to which the Executive Bank and the Company cannot agree Employee (or his or her physical representative) each shall be determined in writing by select a qualified independent physician mutually acceptable to the Executive and the Companyphysician. If the Executive and the Company cannot agree as to a qualified independent physicianphysicians are in disagreement, each shall appoint such a physician and those two physicians they shall select a third who physician. A majority opinion of the three physicians as to disability shall be binding on all of the parties hereto. d. If the Employee shall have failed to make such determination an effective designation of beneficiary in writing, or if the individual or individuals so designated shall die prior to receiving all payments required to be made to them hereunder and there is no designated alternate beneficiary, then in such event the remaining payments shall be made first to the Employee’s surviving spouse, second the Employee’s surviving children, equally per stirpes if there is no surviving spouse, and finally to the estate of the Employee if there are neither a surviving spouse nor surviving children. The determination of Disability made Employee shall have the right at all times to revoke or change his/her beneficiary designation by completing a new designation in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementwriting.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that product of: (A) the Executive would have earned Executive’s Target Bonus for the fiscal year in which the Termination Date occurs based on and (B) a fraction, the achievement numerator of applicable performance goals for which is the number of days the Executive was employed by the Company during the year in which the Termination Date occurs and the denominator of which is the number of days in such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months within 60 days following the end of the fiscal year in which the Termination Date occursDate. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Amended Agreement, “Disability” shall mean the Executive is entitled to receive long-term disability benefits under the Company’s long-term executive disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Amended Agreement.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that product of: (A) the Executive would have earned Executive’s Target Bonus for the fiscal year in which the Termination Date occurs based on and (B) a fraction, the achievement numerator of applicable performance goals for which is the number of days the Executive was employed by the Company during the year in which the Termination Date occurs and the denominator of which is the number of days in such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months within 60 days following the end of the fiscal year in which the Termination Date occursDate. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Amended Agreement, “Disability” shall mean the Executive is entitled to receive long-term disability benefits under the Company’s long-term executive disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his her job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Amended Agreement.

Death or Disability. (a) The ExecutiveEmployee’s employment hereunder shall terminate automatically upon the ExecutiveEmployee’s death during the Employment Term, and the Company may terminate the ExecutiveEmployee’s employment on account of the ExecutiveEmployee’s DisabilityDisability (as defined below). (b) If the ExecutiveEmployee’s employment is terminated during the Employment Term on account of the ExecutiveEmployee’s death or Disability, the Executive Employee (or the ExecutiveEmployee’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and , and the treatment of any outstanding equity awards (iiincluding, but not limited to, the equity award described in Section 4.2) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on determined in accordance with the date that annual bonuses are paid to terms of the 2020 Equity Plan and the applicable Award Agreement(s) entered into between the Employee and the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the ExecutiveEmployee’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the ExecutiveEmployee is entitled to receive long-term disability benefits under the Company’s long-term disability plan, and if the Company does not have a long-term disability plan, then “Disability” shall mean the Employee’s inability, due to physical or mental incapacity, to perform the essential functions of his the Employee’s job, with or without reasonable accommodation, for one hundred eighty (180) 180 days out of any three hundred sixty365-five (365) day period, period or one hundred twenty (120) 120 consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the ExecutiveEmployee’s Disability as to which the Executive Employee and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive Employee and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive Employee shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The If, during the Employment Period, the Executive shall die, his termination of employment shall become effective as of the date of his death. If, during the Employment Period, the Executive shall be substantially unable to perform the duties required of him pursuant to the provisions of this Agreement due to any physical or mental disability which is in existence for a period of 45 consecutive days or an aggregate of 90 days in any 12 consecutive month period, the Company shall have the right to terminate the Executive’s employment pursuant to this Agreement by giving not less than 30 days’ written notice to the Executive, at the end of which time the Executive’s employment hereunder shall terminate automatically upon the Executive’s death be terminated. The Executive shall retain his status and continue to receive his Base Salary and other benefits during the Employment Termperiod prior to any termination because of a disability. Upon request by the Company, the Executive shall submit to reasonable medical examination for the purpose of determining the existence, nature and the Company may terminate the Executive’s employment on account extent of the Executive’s Disabilityany such disability. (b) If In the event of a termination of the Executive’s employment is terminated during the Employment Term on account by reason of the Executive’s his death or Disabilitydisability, the Executive (or the Executive’s estate and/or beneficiariesCompany shall have no further obligations hereunder, except as the case may be) shall be entitled to receive the followingfollows: (i) All accrued and unpaid Base Salary through the Accrued Amountsdate of termination and all bonus or incentive compensation or other benefits earned and accrued by the Executive as of the date of termination, plus any vacation pay, expense reimbursements or other entitlements due to the Executive under any of the Company’s benefits plans or under this Agreement, shall be paid to the Executive or his estate or assigns within 30 days of the date of termination; and (ii) a lump sum payment equal All stock options and other equity awards granted to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable fully vest on the date that annual bonuses are paid of termination, and all such stock options or awards shall thereupon become fully exercisable or payable, with such stock options to continue to be exercisable for one year after the Company’s similarly situated executivesdate of termination, but but, in no event later than two-and-a-half (2 1/2) months following the end date of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes expiration of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, such options as specified in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementoption award letters relating thereto.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon on the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) to the extent a Company Employee Disability insurance policy (“Disability Policy”) exists, if on account of Executive’s Disability only, a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Severance Amount to which Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such yearbeen entitled pursuant to Section 5.2(a), which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half within sixty (2 1/260) months following the end of the fiscal year in which days after the Termination Date occursup to the amount covered by the Disability Policy. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which that is consistent with federal and state law. (iii) The treatment of any outstanding equity awards shall be determined in accordance with the terms of the applicable award agreements. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his the Executive’s job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third physician who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s 's employment hereunder shall terminate automatically upon the Executive’s 's death during the Employment Term, and the Company may terminate the Executive’s 's employment on account of the Executive’s 's Disability. (b) If the Executive’s 's employment is terminated during the Employment Term on account of the Executive’s 's death or Disability, the Executive (or the Executive’s 's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; ; (ii) the Executive’s Base Salary for one year; (iii) continued health insurance for Executive’s spouse for one year; (iv) full vesting of all equity grants, warrants or other stock options issued to Executive and (iiv) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s 's similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s 's Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” Disability shall mean the Executive’s 's inability, due to physical or mental incapacity, to substantially perform the essential functions of his job, with or without reasonable accommodation, duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s 's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death If, during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes term of this Agreement, “Disability” shall mean the Executive’s inability, Executive becomes disabled such that she is not able to effectively discharge her duties under this Agreement due to physical or mental incapacity, to perform the essential functions of his her job, with or without reasonable accommodation, for a period of one hundred eighty days (180) days out of any three hundred sixty-five (365) day periodperiod (a “Disability”), or one hundred twenty (120) consecutive days; Iradimed’s obligations under this Agreement shall cease, except that Executive may participate in any Iradimed-provided howevergroup disability benefits in accordance with the terms of those plans. However, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement. (b) If the Executive’s employment is terminated during the Term on account of the Executive’s death or Disability, the Executive or the Executive’s estate or beneficiaries, as the case may be shall be entitled to receive the following: (i) All accrued Base Salary and vacation time; (ii) A lump sum payment of all (A) unpaid Annual Bonuses and (B) the pro-rata Annual Bonus that the Executive would have earned for the fiscal year in which the death or Disability occurs, based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2 ) months following the end of the fiscal year in which the termination occurs. (iii) All vested equity grants.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon on the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Executive’s Potential Annual Bonus, if any, that the Executive would have earned Bonus amount for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs, which shall be paid within thirty (30) days following the Termination Date. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean a condition that entitles the Executive to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his the Executive’s job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, day-period or one hundred twenty (120) consecutive days; provided provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and Company until the Executive shall not be able to resign with Good Reason as a result thereofexpiration of the above-referenced relevant number of days. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon If the Executive’s death Employee dies during the Employment TermPeriod, the Employment Period shall terminate immediately and the Company may terminate the Executive’s employment on account automatically as of the Executivedate of the Employee’s Disability. (b) death. If the Executive’s employment is terminated Employee becomes disabled during the Employment Term on account Period, the Employment Period may be terminated, at the option of the Executive’s death or Company, immediately upon notice after the Date of Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, the “Date of Disability” shall mean the Executive’s inabilityearlier of the date upon which: (i) Employee is determined to be totally disabled under the terms of any long-term disability income insurance policy maintained by the Company for the benefit of Employee; or (ii) a date in excess of twelve (12) consecutive calendar weeks during which Employee, due to physical or mental incapacityin the reasonable opinion of the Company, has been unable to perform the essential functions of his jobjob due to a mental or physical impairment; or (iii) upon the Company’s receipt of a written determination from a duly licensed, actively practicing physician mutually acceptable to the Parties certifying in a written medical opinion and with reasonable medical certainty that Employee is then unable, and can reasonably be expected to continue to be unable, due to a mental or without reasonable accommodation, physical impairment to perform substantially the functions of his job for either a period of ninety (90) consecutive days or for shorter periods aggregating one hundred eighty (180) days out of in any three hundred sixty12-five (365) day month period. During any period prior to such termination during which the EMPLOYMENT AGREEMENT Employee is unable to perform his duties to the Company, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces shall continue to pay the Executive, or transfers Employee’s Base Salary at the Executive’s duties or responsibilities to another individual on account rate in effect at the commencement of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a period of Disability, then offset by any amounts payable to the Executive’s employment shall not be deemed terminated Employee under any disability insurance plan or policy provided by the Company, and the Executive . Employee shall not be able cooperate with any reasonable request to resign with Good Reason as participate in a result thereof. Any question as physical examination to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementdetermine disability status.

Death or Disability. (a) The Executive’s employment hereunder In the event of the death of the Executive during the Term, the Corporation shall terminate automatically upon pay to any one or more beneficiaries designated by the Executive pursuant to notice to the Corporation or, failing such designation, to the Executive’s death during the Employment Term's estate, then salary (including accrued and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (bunused vacation) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned and prorated Target Bonus for the fiscal year in which the Termination Date Executive's death occurs based on (or, if the achievement of applicable performance goals Target Bonus for such fiscal year has not yet been established, the Target Bonus for the immediately preceding fiscal year) through the conclusion of the month in which the Executive's death occurs. (b) In the event that the Executive is unable by reason of any physical or mental condition to substantially perform his duties and responsibilities under this Agreement for a period of six (6) consecutive months or a period of six (6) months during any twelve month period for the same or related condition, which the Corporation shall have the right to terminate the Executive's employment hereunder by giving him not less than thirty (30) days' prior written notice of such termination and, upon the expiration of such notice period, the Executive's employment hereunder shall terminate. Notwithstanding the foregoing, the Executive's employment shall not be payable on terminated pursuant to this Section 8(b) unless a majority of the date members of the Board, or a majority of the members of any committee designated by the Board for such purpose, expressly finds that annual bonuses are paid the Executive failed to substantially perform his duties and responsibilities for the period of time prescribed herein. In the event of such termination, the Corporation shall continue to pay to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following Executive the end of salary and prorated Target Bonus for the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained hereinExecutive's disability occurs (or, all payments made in connection with if the Executive’s Disability shall be provided in a manner which is consistent with federal and state lawTarget Bonus for such fiscal year has not yet been established, the Target Bonus for the immediately preceding fiscal year) until his termination date. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account or disability of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account . For purposes of the Executive’s death or Disabilitythis Section 6(a), the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following: mean (i) the Accrued Amounts; and Executive is unable to engage in his or her customary duties (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out by reason of any three hundred sixty-five (365) day periodmedically determinable physical or mental impairment that can be expected to result in death, or one hundred twenty last for a continuous period of not less than 12 months; (120ii) consecutive days; provided howeverthe Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in the event that the Company temporarily replaces the Executivedeath, or transfers the Executive’s duties or responsibilities to another individual on account last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive’s inability Company; or (iii) the Executive is determined to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated totally disabled by the Company, and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s Disability regularly attending physician (or his or her guardian) (or the Social Security Administration, where applicable) and be made in accordance with the Americans with Disabilities Act or other applicable law. 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 or her personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) accrued but unpaid expenses required to be reimbursed under this Agreement, and (iii) any Bonus for which the Executive completed the applicable calendar performance year but has not yet earned solely as a result of termination prior to the payment date (an “Bonus Payout”). The Executive (or his or her estate) shall receive the payments provided herein at such times as he or she would have received them if there was no death or disability but no later than sixty (60) days after the date of death or disability. Additionally, if the Executive’s employment is terminated because of disability, any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for the Disability Benefits Continuation Period indicated on the Schedule, subject to the terms of any applicable plan or insurance contract and the Company cannot agree applicable law. Such benefits shall be determined exempt from or in writing by a qualified independent physician mutually acceptable to the Executive compliance with Section 409A and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this AgreementTreasury Regulation Section 1.409A-1(a)(5).

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: : (i) the Accrued Amounts; and and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that treatment of any outstanding equity awards shall be determined in accordance with the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement terms of applicable performance goals for such year, which shall be payable on plan and the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occursapplicable award agreements. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law.7 (c) For purposes of this Agreement, “Disability” Disability shall mean that the Executive is entitled to receive long-term disability benefits under the Company's long-term disability plan, or if there is no such plan, the Executive’s 's inability, due to physical or mental incapacity, after Company compliance with any federal or state leave rights or reasonable accommodation rules to substantially perform the essential functions of his job, with or without reasonable accommodation, her duties and responsibilities under this Agreement for one hundred eighty ninety (18090) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s 's duties or responsibilities to another individual on account of the Executive’s 's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s 's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s 's employment hereunder shall terminate automatically upon the Executive’s 's death during the Employment Term, and the Company may terminate the Executive’s 's employment on account of the Executive’s 's Disability. (b) If the Executive’s 's employment is terminated during the Employment Term on account of the Executive’s 's death or Disability, the Executive (or the Executive’s 's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; ; (ii) the Executive’s Base Salary for twelve months; (iii) continued health insurance for Executive’s spouse for one year; (iv) full vesting of all equity grants, warrants or other stock options issued to Executive and (iiv) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s 's similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s 's Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” Disability shall mean the Executive’s 's inability, due to physical or mental incapacity, to substantially perform the essential functions of his job, with or without reasonable accommodation, duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s 's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account or disability of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account . For purposes of the Executive’s death or Disabilitythis Section 6(a), the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following: mean (i) the Accrued AmountsExecutive 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 12 months; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to medically determinable physical or mental incapacity, impairment that can be expected to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day periodresult in death, or one hundred twenty (120) consecutive days; provided howeverlast for a continuous period of not less than 12 months, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive’s inability Company; or (iii) the Executive is determined to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated totally disabled by the Company, and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s Disability as regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. 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 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 earned but unpaid Bonus for any period ended prior to the date of termination, and (iv) any earned but unpaid Bonus for the period in which the death or disability occurs (to the extent it can be calculated). The Executive (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 Executive’s employment is terminated because of disability, any benefits to which the Executive and may be entitled pursuant to Section 5(a) hereof shall continue to be paid or provided by the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to for one year following the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination date of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementtermination.

Death or Disability. (a) The Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account or disability of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account . For purposes of the Executive’s death or Disabilitythis Section 6(a), the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following: mean (i) the Accrued AmountsExecutive 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 12 months; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual BonusExecutive is, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to medically determinable physical or mental incapacity, impairment that can be expected to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day periodresult in death, or one hundred twenty (120) consecutive days; provided howeverlast for continuous period of not less than 12 months, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive’s inability Company; or (iii) Executive is determined to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated totally disabled by the Company, and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s Disability regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that 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) an amount equal to 12 months’ Base Salary; (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iv) any earned but unpaid bonuses for any prior period and his annual bonus prorated to date of termination (to the extent the Board has set a formula and it can be calculated); and (v) all stock options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to 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 he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive and may be entitled pursuant to Section 5(b) shall continue to be paid or provided by the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable Company, as the case may be, for one year, subject to the Executive terms of any applicable plan or insurance contract and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementapplicable law.

Death or Disability. (a) The Executive’s 's employment hereunder shall terminate automatically upon the Executive’s 's death during the Employment Term, and the Company may terminate the Executive’s 's employment on account of the Executive’s 's Disability. (b) If the Executive’s 's employment is terminated during the Employment Term on account of the Executive’s 's death or Disability, the Executive (or the Executive’s 's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Propro-Rata Bonus/rata Annual Bonus, if any, that the Executive would have earned for the fiscal EIP year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s 's similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal calendar year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” Disability shall mean that the Executive is entitled to receive long-term disability benefits under the Company's long-term disability plan, or if there is no such plan, the Executive’s 's inability, due to physical or mental incapacity, to substantially perform the essential functions of his job, with or without reasonable accommodation, her duties and responsibilities under this Agreement for one hundred eighty ninety (18090) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s 's duties or responsibilities to another individual on account of the Executive’s 's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s 's employment shall not be deemed terminated by the Company, Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s 's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal Amounts and no other compensation shall be payable to the Pro-Rata Bonus/Annual BonusExecutive (or the Executive’s estate and/or beneficiaries, if anyas the case may be); except that in the event of Executive’s death or Disability, that with respect to Executive’s vested options upon the Executive would date of death or Disability, Executive’s estate and/or beneficiaries will have earned for the fiscal one (1) year in which from the Termination Date occurs based on the achievement of applicable performance goals for to exercise such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occursvested options. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive is entitled to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The ExecutiveEmployee’s employment hereunder shall terminate automatically upon the ExecutiveEmployee’s death during the Employment Term, and the Company may terminate the ExecutiveEmployee’s employment on account of the ExecutiveEmployee’s DisabilityDisability (as defined below). (b) If the ExecutiveEmployee’s employment is terminated during the Employment Term on account of the ExecutiveEmployee’s death or Disability, the Executive Employee (or the ExecutiveEmployee’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and , and the treatment of any outstanding equity awards (iiincluding, but not limited to, the equity award described in Section 4.3) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on determined in accordance with the date that annual bonuses are paid to terms of the 2018 Stock Incentive Plan and the applicable Award Agreement(s) entered into between the Employee and the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the ExecutiveEmployee’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the ExecutiveEmployee is entitled to receive long-term disability benefits under the Company’s long-term disability plan, and if the Company does not have a long-term disability plan, then “Disability” shall mean the Employee’s inability, due to physical or mental incapacity, to perform the essential functions of his the Employee’s job, with or without reasonable accommodation, for one hundred eighty (180) 180 days out of any three hundred sixty365-five (365) day period, period or one hundred twenty (120) 120 consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the ExecutiveEmployee’s Disability as to which the Executive Employee and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive Employee and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive Employee shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s 's employment hereunder shall terminate automatically upon the Executive’s 's death during the Employment Term, and the Company may terminate the Executive’s 's employment on account of the Executive’s 's Disability. (b) If the Executive’s 's employment is terminated during the Employment Term on account of the Executive’s 's death or Disability, the Executive (or the Executive’s 's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; ; (ii) the Executive’s Base Salary for one (1) year; (iii) continued health insurance for Executive’s spouse for one year; (iv) full vesting of all equity grants, warrants or other stock options issued to Executive and (iiv) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s 's similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s 's Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” Disability shall mean the Executive’s 's inability, due to physical or mental incapacity, to substantially perform the essential functions of his job, with or without reasonable accommodation, duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s 's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. Within fifteen (a15) The Executive’s employment hereunder shall terminate automatically days after the death or permanent disability of Developer or any Developer's Principal, Developer or a representative of Developer must notify Franchisor in writing. Any transfer upon death or permanent disability will be subject to the Executive’s same terms and conditions as described in this Section for any inter vivos transfer. Upon the death during of Developer (if natural person) or any Developer's Principal who is a natural person and who has an interest in this Agreement, the Employment TermDeveloper's business or in Developer, and the Company may terminate the Executive’s employment on account executor, administrator, or other person representative of the Executive’s Disability. deceased will transfer the interest of the deceased to a third party approved by Franchisor within twelve (b12) months after the date of death. If no personal representative is designated or appointed and no probate proceedings are instituted with respect to the estate of the deceased, then the distributee of the interest of the deceased must be approved by Franchisor. If the Executive’s employment distributee is terminated during not approved by Franchisor, then the Employment Term on account distributee will transfer the interest of the Executive’s death or Disability, the Executive deceased to a third party approved by Franchisor within twelve (or the Executive’s estate and/or beneficiaries, as the case may be12) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on months after the date that annual bonuses are paid of death of the deceased. Upon the permanent disability of Developer (if a natural person) or any Developer's Principal who is a natural person and who has an interest in this Agreement, in Developer's business or in Developer, Franchisor may require the interest to be transferred to a third party in accordance with the Company’s similarly situated executives, but conditions described in no event later than two-and-a-half this Section 7 within six (2 1/26) months following the end of the fiscal year in which the Termination Date occursafter notice to Developer. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this AgreementSection 7.4, “Disability” shall mean the Executive’s inability"permanent disability" means any physical, due to physical emotional, or mental incapacityinjury, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day periodillness, or one hundred twenty incapacity that would prevent a person from performing the obligations set forth in this Agreement or in the Guaranty made part of this Agreement for at least ninety (12090) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and from which condition recovery within ninety (90) days from the Executive shall not be able to resign with Good Reason as a result thereofdate of determination of disability is unlikely. Any question If the parties disagree as to whether a person is permanently disabled, the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall permanent disability will be determined in writing by a qualified independent licensed practicing physician mutually acceptable selected by Franchisor, upon examination of the person or if the person refuses to submit to an examination, then (for the Executive and purpose of this Section 7.4) the Companyperson automatically will be considered permanently disabled as of the date of refusal. The costs of any examination required by this Section 7.4 will be paid by Franchisor. If an interest is not transferred upon death or permanent disability as required in this Section 7.4 then the Executive and the Company cannot agree as to failure will constitute a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination material event of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of default under this Agreement.

Death or Disability. ​ (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the ​ ​ ​ Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:: ​ (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which that includes the Termination Date occurs date of the Executive’s termination based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which that includes the Termination Date occursdate of the Executive’s termination. ​ Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law.. ​ (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his the Executive’s job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.. ​

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or death, Executive’s estate and/or beneficiaries, as the case may be, shall be entitled to receive: (i) the Accrued Amounts; and (ii) the Severance. (c) If Executive’s employment is terminated during the Employment Term on account of Executive’s Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: receive: (i) the Accrued Amounts; and and (ii) a lump sum payment equal subject to the Pro-Rata Bonus/Annual BonusExecutive’s compliance with Section 6, if anySection 7, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement Section 8, and Section 9 of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end this Agreement and his execution of the fiscal year in which Release and such Release becoming effective within the Termination Date occurs. Notwithstanding any other provision contained hereinRelease Execution Period, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state lawSeverance. (cd) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for an aggregate of one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two (2) physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or death, Executive’s estate and/or beneficiaries, as the case may be, shall be entitled to receive: (i) the Accrued Amounts; and (ii) the Severance except the Severance Period shall be reduced to twelve (12) months. (c) If Executive’s employment is terminated during the Employment Term on account of Executive’s Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: receive: (i) the Accrued Amounts; and and (ii) a lump sum payment equal subject to Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement and his execution of the Pro-Rata Bonus/Annual BonusRelease and such Release becoming effective within the Release Execution Period, if any, that the Executive would have earned for Severance except the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which Severance Period shall be payable on the date that annual bonuses are paid reduced to the Company’s similarly situated executives, but in no event later than two-and-a-half twelve (2 1/212) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state lawmonths. (cd) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for an aggregate of one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two (2) physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s 's employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term's death, and the Company may terminate the Executive’s 's employment on account of the Executive’s 's Disability. (b) If the Executive’s 's employment is terminated during the Employment Term on account of the Executive’s 's death or Disability, the Executive (or the Executive’s 's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/product of: (A) Executive's target Annual Bonus, if any, that the Executive would have earned Bonus for the fiscal year in which the Termination Date occurs based on and (B) a fraction, the achievement numerator of applicable performance goals for which is the number of days Executive was employed by the Company during the year in which the Termination Date occurs and the denominator of which is the number of days in such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months within 30 days following the end of the fiscal year in which the Termination Date occursDate. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s 's Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “"Disability” " shall mean Executive is entitled to receive long-term disability benefits under the Company's long-term disability plan, or if there is no such plan, Executive’s 's inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s 's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s Employee's employment hereunder shall terminate automatically upon the Executive’s Employee's death during the Employment TermPeriod. If the Disability (as defined below) of the Employee has occurred during the Employment Period, and the Company may give to the Employee written notice in accordance with Section 12(b) of its intention to terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or DisabilityEmployee's employment. In such event, the Executive (or Employee's employment with the Executive’s estate and/or beneficiaries, as the case may be) Company shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based terminate effective on the achievement 30th day after receipt of applicable performance goals for such yearnotice by the Employee (the "Disability Effective Date"), which if, within the 30 days after such receipt, the Employee shall be payable on the date that annual bonuses are paid not have returned to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his jobperform, with or without reasonable accommodation, the essential functions of his position. For purposes of this Agreement, at any time the Company or any of its affiliates sponsors a long-term disability plan for one hundred eighty (180) days out the Company's employees, "Disability" shall mean disability as defined in such long term disability plan for the purpose of any three hundred sixty-five (365) day perioddetermining a participant's eligibility for benefits, or one hundred twenty (120) consecutive days; provided provided, however, in if the event long term disability plan contains multiple definitions of disability, "Disability" shall refer to that definition of disability which, if the Company temporarily replaces Employee qualified for such disability benefits, would provide coverage for the Executive, or transfers the Executive’s duties or responsibilities to another individual on account longest period of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writingtime. The determination of whether the Employee has a Disability shall be made by the person or persons required to render disability determinations under the long-term disability plan. At any time the Company does not sponsor a long-term disability plan for its employees, "Disability" shall mean the Employee's inability to perform, with or without reasonable accommodation, the essential functions of his position hereunder for a period of 120 days, consecutive or non-consecutive, in writing any 12-month period due to mental or physical incapacity, as determined by a physician selected by the Company or its insurers and acceptable to the Company and Employee or the Executive Employee's legal representative, such agreement as to acceptability not to be unreasonably withheld or delayed. Any refusal by Employee to submit to a medical examination for the purpose of determining Disability under this Section 3(a) shall be final and deemed to constitute conclusive for all purposes evidence of this AgreementEmployee's Disability.

Death or Disability. (a) i. The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) ii. If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) 1. the Accrued Amounts; 2. a lump sum payment equal to 12 months of the Executive’s current Base Salary, as shown at Item 4(a) or as later increased by the Compensation Committee; and, (ii) 3. a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal calendar year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal calendar year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) iii. For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his the Executive's job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign accordance with Good Reason as a result thereofapplicable law. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The ExecutiveEmployee’s employment hereunder shall terminate automatically upon the ExecutiveEmployee’s death during the Employment Term, and the Company may terminate the ExecutiveEmployee’s employment on account of the ExecutiveEmployee’s DisabilityDisability (as defined below). (b) If the ExecutiveEmployee’s employment is terminated during the Employment Term on account of the ExecutiveEmployee’s death or Disability, the Executive Employee (or the ExecutiveEmployee’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and , and the treatment of any outstanding equity awards (iiincluding, but not limited to, the equity award described in Section 4.3) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on determined in accordance with the date that annual bonuses are paid to terms of the 2020 Equity Plan and the applicable Award Agreement(s) entered into between the Employee and the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the ExecutiveEmployee’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the ExecutiveEmployee is entitled to receive long-term disability benefits under the Company’s long-term disability plan, and if the Company does not have a long-term disability plan, then “Disability” shall mean the Employee’s inability, due to physical or mental incapacity, to perform the essential functions of his the Employee’s job, with or without reasonable accommodation, for one hundred eighty (180) 180 days out of any three hundred sixty365-five (365) day period, period or one hundred twenty (120) 120 consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the ExecutiveEmployee’s Disability as to which the Executive Employee and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive Employee and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive Employee shall be final and conclusive for all purposes of this Agreement. For the avoidance of doubt, it is further understood that the Employee has sign in only one eye and has been under that physical condition for 20 years, and such condition shall not constitute a “Disability” for purposes of this Agreement.

Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall 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 (awhich means full-time employment) The because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or her guardian). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive’s employment hereunder shall terminate automatically upon the is terminated by reason of Executive’s death during or disability, the Employment TermCompany shall pay the following to Executive: (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, her annual bonus prorated to date of termination (to the extent it can be calculated), and (v) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Company Executive or her legally appointed guardian, as the case may terminate be, shall have up to one year from the Executive’s employment on account date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or her estate) shall receive the Executive’s Disability. (b) If payments provided herein at such times she would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated during the Employment Term on account because of the Executive’s death or Disabilitydisability, the Executive (shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Executive’s estate and/or beneficiariesCompany, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day periodyear, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive except for all purposes of this Agreementperquisites.

Death or Disability. ​ (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:: ​ (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which that includes the Termination Date occurs date of the Executive’s termination based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which that includes the Termination Date occursdate of the Executive’s termination. ​ Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law.. ​ (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his the Executive’s job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.. ​

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; ; (ii) the Executive’s Base Salary for two years; (iii) continued health insurance for Executive’s spouse for one year; (iv) full vesting of all equity grants, warrants or other stock options issued to Executive and (iiv) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” Disability shall mean the Executive’s inability, due to physical or mental incapacity, to substantially perform the essential functions of his job, with or without reasonable accommodation, duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s 's employment hereunder shall terminate automatically upon the Executive’s 's death during the Employment Term, and the Company may terminate the Executive’s 's employment on account of the Executive’s 's Disability. (b) If the Executive’s 's employment is terminated during the Employment Term on account of the Executive’s 's death or Disability, the Executive (or the Executive’s 's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; ; (ii) the Executive’s Base Salary for twelve months; (iii) continued health insurance for Executive’s spouse for one year; (iv) full vesting of all equity grants, warrants or other stock options issued to Executive and (iiv) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s 's similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s 's Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” Disability shall mean the Executive’s 's inability, due to physical or mental incapacity, to substantially perform the essential functions of his job, with or without reasonable accommodation, her duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s 's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account or disability of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account . For purposes of the Executive’s death or Disabilitythis Section 6(a), the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following: mean (i) the Accrued AmountsExecutive is unable to engage in her customary duties 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 12 months; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to medically determinable physical or mental incapacity, impairment that can be expected to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day periodresult in death, or one hundred twenty (120) consecutive days; provided howeverlast for a continuous period of not less than 12 months, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive’s inability Company; or (iii) the Executive is determined to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated totally disabled by the Company, and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s Disability regularly attending physician (or her guardian) (or the 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 legally appointed representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any earned but unpaid bonuses for any prior period and her annual bonus prorated to date of termination (to the extent the Compensation Committee has set a formula and it can be calculated), (v) a lump sum payment of $500,000 as long as the Company has at least $1 million in cash following the payment paid in cash via electronic funds transfer or wire into either the Executive’s bank account or the designated, surviving relative of the Executive within 10 business days of the death or disability event (vi) all equity awards previously granted to the Executive under the Plan or similar plan shall thereupon become fully vested, and the Executive or her legally appointed representative, as the case may be, shall have up to two years from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or her estate) shall receive the payments provided herein at such times as she 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 Executive and may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable Company, as the case may be, for one year, subject to the Executive terms of any applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the CompanyCode by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. If In the event all or a portion of the benefits to which the Executive and was entitled pursuant to Section 5(b) hereof are subject to 409A of the Company cannot agree as to a qualified independent physicianCode, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall not be final and conclusive for all purposes entitled to the benefits that are subject to Section 409A of this Agreementthe Code subsequent to the “applicable 2½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the Accrued Amounts and the following: (i) if before the Accrued Amounts; and (ii) Revenue Trigger, a lump sum payment equal to two times the Pro-Rata Bonus/Annual Bonus, if any, that sum of the Executive would have earned Executive’s Base Salary and Target Bonus for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with and if after the Revenue Trigger, one times the sum of the Executive’s Disability Base Salary and Target Bonus for the year in which the Termination Date occurs, which in either case shall be provided in a manner which paid within seven (7) days following the Termination Date; (ii) If the Executive’s family timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall pay the full premium to insure his spouse and dependents until the eighteen-month anniversary of the Termination Date. (iii) To the extent any equity granted to Executive that is consistent with federal subject to time vesting is not already vested as of the Termination Date, all unvested equity shall immediately vest and state lawall restrictions on the transferability, subject to SEC Rule 144, of such equity shall be lifted on the Termination Date. (c) For purposes of this Agreement, “Disability” Disability shall mean the Executive’s inability, due to physical or mental incapacity, to substantially perform the essential functions of his job, with or without reasonable accommodation, duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s 's employment hereunder shall terminate automatically upon the Executive’s 's death during the Employment Term, and the Company may terminate the Executive’s 's employment on account of the Executive’s 's Disability. (b) If the Executive’s 's employment is terminated during the Employment Term on account of the Executive’s 's death or Disability, the Executive (or the Executive’s 's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s 's similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “"Disability” " shall mean the Executive is entitled to receive long-term disability benefits under the Company's long-term disability plan, or if there is no such plan, the Executive’s 's inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s 's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The ExecutiveEmployee’s employment hereunder shall terminate automatically upon the ExecutiveEmployee’s death during the Employment Term, and the Company Period. Either Employer or Employee may terminate the ExecutiveEmployee’s employment on account in the event of the ExecutiveEmployee’s Disability. (b) If the Executive’s employment is terminated Disability during the Employment Term on account Period. If Employer determines in good faith that the Disability of Employee has occurred during the Executive’s death or Disability, the Executive Employment Period (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal pursuant to the Pro-Rata Bonus/Annual Bonusdefinition of Disability set forth below), if anyit shall give to Employee a written notice of its intention to terminate Employee’s employment. In such event, that the Executive would have earned for the fiscal year in which the Termination Date occurs based Employee’s employment with Employer shall terminate effective on the achievement 30th day after receipt of applicable such notice by Employee (the Disability Effective Date), provided that, within the 30 days after such receipt, Employee shall not have returned to full-time performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Companyof Employee’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occursduties. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disabilitydisability” shall mean means the Executive’s inabilityinability of Employee, whether due to physical accident, sickness or mental incapacityotherwise, as determined by a medical doctor acceptable to the Board of Director of Employer and confirmed in writing by such doctor, to perform the essential functions of his jobEmployee’s position under this Agreement, with or without reasonable accommodation, accommodation (provided that no accommodation that imposes undue hardship on Employer will be required) for an aggregate of ninety (90) days during any period of one hundred eighty (180) days out of any three hundred sixty-five (365) day periodconsecutive days, or one hundred twenty (120) consecutive days; provided however, such longer period as may be required under disability law. Upon termination in the event that the Company temporarily replaces the Executive, of Employee’s death or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the ExecutiveEmployer shall pay to Employee’s employment shall not be deemed terminated by the Companyestate or Employee all compensation, inclusive of unpaid bonus, and other amounts earned through the Executive shall not be able date of termination under the applicable plan or policy. Employee’s estate or Employee will have no right to resign with Good Reason any unvested benefits or any other compensation or payments except as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive stated in this paragraph and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.Section 3.3

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that product of: (A) the Executive would have earned Executive’s Target Bonus for the fiscal year in which the Termination Date occurs based on and (B) a fraction, the achievement numerator of applicable performance goals for which is the number of days the Executive was employed by the Company during the year in which the Termination Date occurs and the denominator of which is the number of days in such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months within 60 days following the end of the fiscal year in which the Termination Date occursDate. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Amended Agreement, “Disability” shall mean the Executive is entitled to receive long-term disability benefits under the Company’s long-term executive disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.the

Death or Disability. (a) The Employment Term and Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company or Executive may terminate the Employment Term and Executive’s employment hereunder on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the The Accrued AmountsAmounts (which amounts shall be paid in accordance with Section 5.1); (ii) The Prior Year Bonus; (iii) The Pro Rata Bonus; and (iiiv) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement The treatment of applicable performance goals for such year, which any outstanding equity awards shall be payable on determined in accordance with the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end terms of the fiscal year in which applicable LTIP and the Termination Date occursapplicable award agreements and Sections 4.3(a) and (b) of this Agreement. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the later to occur of (i) Executive’s inability, due to physical or mental incapacity, to substantially perform the essential functions of his job, with or without reasonable accommodation, Executive’s duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in or (ii) the event date on which the insurer or administrator under Company’s program of long-term disability insurance determines that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities Executive is eligible to another individual on account of the Executive’s inability to perform commence benefits under such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereofinsurance. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Upon the termination of Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Termas a result of his Disability or Death, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the if applicable, Executive’s estate and/or beneficiariesheirs, as the case may bedevisees, executors or other legal representatives) shall be entitled to receive the followingreceive: (i) not later than the Accrued Amountsfifth day following the termination, a lump sum in cash equal to the sum of (A) twenty-four (24) months of Base Salary, at the rate of Executive’s Base Salary on the date of termination, discounted to the then present value at a discount rate of five percent per annum applied to each future payment from the time it would have become payable; and (B) the maximum Annual Bonus Executive could have become eligible to receive during the year in which such termination occurs, pro-rated to the date of Executive’s date of Death or Disability discounted to the then present value at a discount rate of five percent per annum applied to each future payment from the time it would have become payable; (ii) all options to purchase stock or restricted stock awards granted by the Company pursuant to this Agreement, the Plan or otherwise, or any equivalent or similar rights which appreciate or tend to appreciate as the value of the Company’s stock appreciates, shall become immediately accelerated and fully vested and any restrictions on such options or equivalent or similar rights shall, to the extent permissible under applicable securities laws, fully lapse; and the Company shall endeavor to cause any restrictions on such options or equivalent or similar rights not lapsed by operation of this clause to so lapse; and (iiiii) continuation for a lump sum payment equal to the Properiod of twenty-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half four (2 1/224) months following the end date of termination, any and all health, dental, vision, life, dependent life, long-term disability, accidental death and dismemberment and other similar insurance plans existing on the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the date of Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then termination as if the Executive’s employment shall had not been terminated; provided that if any benefits may not be deemed terminated continued for such period under the terms of the applicable plan, the Company may arrange for substantially similar coverage or may reimburse Executive for the cost of any substantially similar coverage maintained by Executive. The Company shall “gross-up” payments to Executive for any income required to be imputed by virtue of providing the Companybenefits set forth in the preceding sentence, and such that the net economic result to Executive will be as if such benefits were provided on a tax-free basis; provided, further, that such benefits shall terminate at such time as the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementcommences full-time employment.

Death or Disability. (a) The ExecutiveEmployee’s employment hereunder shall will terminate automatically (x) immediately upon the Executive’s death of the Employee during the Employment Term, and term of his employment hereunder or (y) at the Company may terminate the Executive’s employment on account option of the Executive’s Disability. Company, upon thirty (b30) If days’ prior written notice to the Executive’s employment is terminated during Employee, in the Employment Term on account event of the ExecutiveEmployee’s death or Disability, the Executive (or the Executive’s estate and/or beneficiariesdisability. The Employee shall not be deemed disabled unless, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end result of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the ExecutiveEmployee’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, incapacity due to physical or mental incapacityillness (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 essential functions of his job, with or without reasonable accommodation, Company on a full-time bases for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive business days; provided however. In the event of termination of the Employee’s employment 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 termination. Six (6) months after the date of termination, the Company will make a lump sum cash payment equal to the Employee’s Base Salary and a prorated annual bonus for the year of termination equal to Twenty-Five percent (25%) of the amount calculated by dividing the Employee’s annual Base Salary at the date of such termination by twelve (12) and multiplying the result by the number of months in the event year of such termination that the Company temporarily replaces the Executive, began or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as ended prior to the existence date of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Companysuch termination. If the Company 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 Twenty-Five percent (25%) 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 (whichever later occurs), an additional amount equal to (x) such larger bonus amount divided by twelve (12) and multiplied by the Company cannot agree as to a qualified independent physician, each shall appoint number of months in the year of such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing termination that began or ended prior to the Company and date of such termination minus (y) the Executive amount previously paid pursuant to the preceding sentence. (2) The Employee shall be final entitled to receive all vested benefits under the Company’s otherwise applicable plans and conclusive for all purposes of this Agreementprograms.

Death or Disability. (a) The Executive’s 's employment hereunder shall terminate automatically upon the Executive’s 's death during the Employment Term, and the Company may terminate the Executive’s 's employment on account of the Executive’s 's Disability. (b) If the Executive’s 's employment is terminated during the Employment Term on account of the Executive’s 's death or Disability, the Executive (or the Executive’s 's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which . The Pro-Rata Bonus shall be payable paid on the date that annual bonuses are paid to the Company’s similarly situated executivesexecutives for the calendar year in which the Date of Termination occurs, but in no event later than twothree-and-a-half (2 3 1/2) months following the end of the fiscal calendar year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s 's Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” Disability shall mean the Executive’s 's inability, due to physical or mental incapacity, to substantially perform the essential functions of his job, with or without reasonable accommodation, her duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s 's duties or responsibilities to another individual on account of the Executive’s 's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s 's employment shall not be deemed terminated by the Company, Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s 's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The ExecutiveEmployee’s employment hereunder shall terminate automatically upon the ExecutiveEmployee’s death during the Employment Term, and the Company Period. Either Employer or Employee may terminate the ExecutiveEmployee’s employment on account in the event of the ExecutiveEmployee’s Disability. (b) If the Executive’s employment is terminated Disability during the Employment Term on account Period. If Employer determines in good faith that the Disability of Employee has occurred during the Executive’s death or Disability, the Executive Employment Period (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal pursuant to the Pro-Rata Bonus/Annual Bonusdefinition of Disability set forth below), if anyit shall give to Employee a written notice of its intention to terminate Employee’s employment. In such event, that the Executive would have earned for the fiscal year in which the Termination Date occurs based Employee’s employment with Employer shall terminate effective on the achievement 30th day after receipt of applicable such notice by Employee (the Disability Effective Date), provided that, within the 30 days after such receipt, Employee shall not have returned to full-time performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Companyof Employee’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occursduties. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disabilitydisability” shall mean means the Executive’s inabilityinability of Employee, whether due to physical accident, sickness or mental incapacityotherwise, as determined by a medical doctor acceptable to the Board of Director of Employer and confirmed in writing by such doctor, to perform the essential functions of his jobEmployee’s position under this Agreement, with or without reasonable accommodation, accommodation (provided that no accommodation that imposes undue hardship on Employer will be required) for an aggregate of ninety (90) days during any period of one hundred eighty (180) days out of any three hundred sixty-five (365) day periodconsecutive days, or one hundred twenty (120) consecutive days; provided however, such longer period as may be required under disability law. Upon termination in the event that of Employee’s death or disability, Employer shall pay to Employee’s estate or Employee all compensation, inclusive of unpaid bonus, earned through the Company temporarily replaces date of death or the Executivedisability effective date, as per Section 3.1 and 3.2 above. Employee’s estate or transfers the Executive’s duties Employee will have no right to any unvested benefits or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental any other compensation or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, payments except as stated in this paragraph and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.Section 3.3,

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company Bank may terminate the Executive’s employment with the Bank on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state lawAccrued Amounts. (c) For purposes of this Agreement, “Disability” Disability shall mean that the Executive is entitled to receive long-term disability benefits under the Bank’s long-term disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to substantially perform the his essential functions of his job, with or without reasonable accommodation, duties and responsibilities under this Agreement for one hundred eighty (180) 90 days out of any three hundred sixty365-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company Bank temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, Bank and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company Bank cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the CompanyBank. If the Executive and the Company Bank cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company Bank and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon on the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean a condition that entitles the Executive to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his the Executive’s job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s 's employment hereunder shall terminate automatically upon the Executive’s 's death during the Employment Term, and the Company may terminate the Executive’s 's employment on account of the Executive’s 's Disability. (b) If the Executive’s 's employment is terminated during the Employment Term on account of the Executive’s 's death or Disability, the Executive (or the Executive’s 's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s 's similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s 's Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” Disability shall mean the Executive is entitled to receive long-term disability benefits under the Company's long-term disability plan, or if there is no such plan, the Executive’s 's inability, due to physical or mental incapacity, to substantially perform the essential functions of his job, with or without reasonable accommodation, her duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s 's duties or responsibilities to another individual on account of the Executive’s 's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s 's employment shall not be deemed terminated by the Company, Company and will for all other purposes of this Employment Agreement be considered an ongoing employee in good standing of the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s 's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon on the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) the Service Based Equity AND Performance Based Equity that has been fully vested at the time of death or Disability. Service Based Equity will also include accelerated vesting for the next two quarters that would be vested at the time of death or Disability. Performance Based Equity will also include accelerated vesting for the next revenue level that would trigger vesting. For example, should trailing twelve-month revenue at the time of death or Disability be $6,000,000, .5% of equity would be vested (.25% for $5,000,000 in revenue plus an additional .25% for the next level of revenue). (iii) prorated Annual Bonus (calculated as the Annual Bonus that would have been paid for the entire year multiplied by a lump sum payment fraction, the numerator of which is equal to the Pro-Rata Bonus/Annual Bonusnumber of days the Executive worked in the applicable year, and the denominator of which is equal to the total number of days in such year), if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean a condition that entitles the Executive to receive long- term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereofconsecutive. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder Except to the extent otherwise provided in ------------------- Paragraph 8 with respect to certain post-Date of Termination payment obligations of the Employer, this Agreement shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account immediately as of the Executive’s Disability. (b) If Date of Termination in the Executive’s employment is terminated during the Employment Term on account event of the Executive’s Employee's death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces Employee becomes disabled. The Employee will be deemed to be disabled upon the Executiveearlier of (i) the end of a six (6)-consecutive month period, or transfers of an aggregate period of nine (9) months out of any consecutive twelve (12) months, during which, by reason of physical or mental injury or disease, the Executive’s Employee has been unable to perform substantially all of his usual and customary duties under this Agreement or responsibilities (ii) the date that a reputable physician selected by the Board of Directors of Employer, and as to another individual on account whom the Employee has no reasonable objection, determines in writing that the Employee will, by reason of physical or mental injury or disease, be unable to perform substantially all of the Executive’s inability Employee's usual and customary duties under this Agreement for a period of at least six (6) consecutive months. If any question arises as to perform such duties due to a mental or physical incapacity which iswhether the Employee is disabled, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated upon reasonable request therefor by the CompanyBoard of Directors of Employer, the Employee shall submit to reasonable medical examination for the purpose of determining the existence, nature and extent of any such disability. The Board of Directors of Employer shall promptly give the Executive shall not be able Employee written notice of any such determination of the Employee's disability and of any decision of the Board of Directors of Employer to resign with Good Reason as a result terminate the Employee's employment by reason thereof. Any question as In the event of disability, until the Date of Termination, the base salary payable to the existence Employee under Paragraph 3 hereof shall be reduced dollar-for-dollar by the amount of disability benefits, if any, paid to the Employee in accordance with any disability policy or program of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this AgreementEmployer.

Death or Disability. (ai) The Executive’s employment hereunder shall terminate automatically upon the on Executive’s death during the Employment TermPeriod, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (bii) If the Executive’s employment is terminated during the Employment Term Period on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) Amounts and a lump sum payment equal to the Pro-Pro Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such yearoccurs, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (ciii) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his Executive’s job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon To the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is extent consistent with federal and state law. (c) For purposes of this Agreement, 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” shall mean the Executivemeans (i) Employee’s inabilityinability to engage in any substantial, due to gainful activity by reason of any medically determinable physical or mental incapacityimpairment 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, to perform the essential functions of his jobor (ii) Employee is, with or without reasonable accommodation, for one hundred eighty (180) days out 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 replacement benefits for a period of not less than three hundred sixty(3) months under an accident or health plan covering Employer’s employees. In the event of termination due to death or Disability, Employer shall pay Employee (or her legal representative) her base salary prorated through the date of termination, at the rate in effect at the time of termination, together with any benefits accrued, including, but not limited to, a pro-five (365) day periodrata share of any bonus earned for the year of termination, or one hundred twenty (120) consecutive days; provided howeverthrough the date of 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 the Option Agreements for the Options shall provide that, notwithstanding any contrary provisions in the Plan, in the event that Employee’s employment is terminated due to Employee’s death or Disability, all then unvested portions of the Company temporarily replaces Granted Stock and Options will immediately vest in full and, in the Executivecase of the Options, be exercisable as of the termination date. In addition, 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, 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 date, or transfers the Executive’s duties on or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as prior to the existence of Option Expiration Date (as specified and defined in the Executive’s Disability as to which respective Stock Option Grant Notices for the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physicianOptions), each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementwhichever is earlier.

Death or Disability. (a) The Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account or disability of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account . For purposes of the Executive’s death or Disabilitythis Section 6(a), the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following: mean (i) the Accrued Amounts; and Executive is unable to engage in his or her customary duties (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out by reason of any three hundred sixty-five (365) day periodmedically determinable physical or mental impairment that can be expected to result in death, or one hundred twenty last for a continuous period of not less than 12 months; (120ii) consecutive days; provided howeverthe Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in the event that the Company temporarily replaces the Executivedeath, or transfers the Executive’s duties or responsibilities to another individual on account last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive’s inability Company; or (iii) the Executive is determined to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated totally disabled by the Company, and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s Disability regularly attending physician (or his or her guardian) (or the Social Security Administration, where applicable) and me made in accordance with the Americans with Disabilities Act or other applicable law. 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 or her personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, and (ii) accrued but unpaid expenses required to be reimbursed under this Agreement. The Executive (or his or her estate) shall receive the payments provided herein at such times as he or she 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 Executive and may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable Company, as the case may be, for the Disability Benefits Continuation Period indicated on the Schedule, subject to the Executive terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A (as defined in Section 22(a)) by reason of Treasury Regulation Section 1.409A-1(a)(5) or otherwise. In the Company. If event all or a portion of the benefits to which the Executive and the Company cannot agree as was entitled pursuant to a qualified independent physicianSection 5(b) hereof are subject to Section 409A, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall not be final and conclusive for all purposes of this Agreemententitled to the benefits that are subject to Section 409A subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. (a) The Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account or disability of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account Consultant. For purposes of the Executive’s death or Disabilitythis Section 6(b), the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following: mean (i) the Accrued AmountsConsultant is unable to engage in his customary duties 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 12 months; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual BonusConsultant is, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to medically determinable physical or mental incapacity, impairment that can be expected to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day periodresult in death, or one hundred twenty (120) consecutive days; provided howeverlast for continuous period of not less than 12 months, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive’s inability Company; or (iii) the Consultant is determined to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated totally disabled by the Company, and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the Executivewritten opinion of the Consultant’s Disability regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Consultant’s employment is terminated by reason of Consultant’s death or disability, the Company shall pay the following to the Consultant or his personal representative: (i) any accrued but unpaid consulting fees for services rendered to the date of termination, and (ii) accrued but unpaid expenses required to be reimbursed under this Agreement. The Consultant (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 this Agreement is terminated because of disability, any benefits (except perquisites) to which the Executive and Consultant may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable Company, as the case may be, for one year, subject to the Executive terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the CompanyCode by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. If In the Executive and event all or a portion of the Company canbenefits to which the Consultant was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Consultant shall not agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing be entitled to the Company and benefits that are subject to Section 409A of the Executive shall be final and conclusive for all purposes of this AgreementCode subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Death or Disability. (a) The Employment Term and Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Employment Term and Executive’s employment hereunder on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; andAmounts (which amounts shall be paid in accordance with Section 5.1); (ii) if death or Disability occurs prior to March 15, 2014, a payment equal to the Initial Performance Bonus; (iii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal calendar year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal calendar year in which the Termination Date occurs; and (iv) the treatment of any outstanding equity awards shall be determined in accordance with the terms of the applicable Plan and the applicable award agreements. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the (i) Executive’s inability, due to physical or mental incapacity, to substantially perform the essential functions of his job, with or without reasonable accommodation, Executive’s duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the (ii) Executive’s duties or responsibilities eligibility to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by receive long-term disability benefits under the Company, and the Executive shall not be able to resign with Good Reason as a result thereof’s long-term disability plan. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Termdeath, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/product of: (A) Executive’s target Annual Bonus, if any, that the Executive would have earned Bonus for the fiscal year in which the Termination Date occurs based on and (B) a fraction, the achievement numerator of applicable performance goals for which is the number of days Executive was employed by the Company during the year in which the Termination Date occurs and the denominator of which is the number of days in such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months within 30 days following the end of the fiscal year in which the Termination Date occursDate. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean Executive is entitled to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his his/her job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (ai) The Executive’s employment hereunder shall Employee's status as an employee will terminate immediately and automatically upon the Executive’s Employee's death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (bA) The Employee's status as an employee shall terminate if the Employee has a disability that would entitle him to receive benefits under the Company's long-term disability insurance policy in effect at the time because he is totally or partially disabled thereunder. Any such termination shall become effective on the first day on which the Employee is eligible to receive payments under such policy (or on the first day that he would be so eligible, if he had applied timely for such payments). (B) If the Executive’s employment Company has no long-term disability plan in effect, if (1) the Employee is terminated rendered incapable because of physical or mental illness of satisfactorily discharging his duties and responsibilities under this Agreement for a period of 90 consecutive days or for an aggregate of 120 days during any period of 365 days and (2) a duly qualified physician chosen by the Company and acceptable to the Employee or his legal representatives so certifies in writing, the Board shall have the power to determine that the Employee has become disabled. If the Board makes such a determination, the Company shall have the continuing right and option, during the Employment Term on account period that such disability continues, and by notice given in the manner provided in this Agreement, to terminate the status of Employee as an employee. Any such termination shall become effective 30 days after such notice of termination is given, unless within such 30-day period, the Employee becomes capable of rendering services of the Executive’s death or Disability, character contemplated hereby (and a physician chosen by the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal Company and acceptable to the Pro-Rata Bonus/Annual Bonus, if any, that Employee or his legal representatives so certifies in writing) and the Executive would have earned for the fiscal year Employee in which the Termination Date occurs based on the achievement of applicable performance goals for fact resumes such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state lawservices. (cC) For purposes of this Agreement, “Disability” The term "Disability Effective Date" shall mean the Executive’s inability, date on which termination of employment becomes effective due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death If, during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes term of this Agreement, “Disability” shall mean the Executive’s inability, Executive becomes disabled such that she is not able to effectively discharge his duties under this Agreement due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for a period of one hundred eighty days (180) days out of any three hundred sixty-five (365) day periodperiod (a “Disability”), or one hundred twenty (120) consecutive days; Iradimed’s obligations under this Agreement shall cease, except that Executive may participate in any Iradimed-provided howevergroup disability benefits in accordance with the terms of those plans. However, in the event that the Company temporarily replaces the Executive, Executive or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement. (b) If the Executive’s employment is terminated during the Term on account of the Executive’s death or Disability, the Executive or the Executive’s estate or beneficiaries, as the case may be shall be entitled to receive the following: (i) All accrued Base Salary and vacation time; (ii) A lump sum payment of all (A) unpaid Annual Bonuses and (B) the pro-rata Annual Bonus that the Executive would have earned for the fiscal year in which the death or Disability occurs, based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2 ) months following the end of the fiscal year in which the termination occurs. (ii) All vested equity grants.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: : (i) the Accrued Amounts; and and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that treatment of any outstanding equity awards shall be determined in accordance with the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement terms of applicable performance goals for such year, which shall be payable on plan and the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occursapplicable award agreements. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law.7 (c) For purposes of this Agreement, “Disability” Disability shall mean that the Executive is entitled to receive long-term disability benefits under the Company's long-term disability plan, or if there is no such plan, the Executive’s 's inability, due to physical or mental incapacity, after Company compliance with any federal or state leave rights or reasonable accommodation rules to substantially perform the essential functions of his job, with or without reasonable accommodation, duties and responsibilities under this Agreement for one hundred eighty ninety (18090) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s 's duties or responsibilities to another individual on account of the Executive’s 's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s 's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. (a) The Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically without act by any party upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If . In the event that the Executive’s employment is terminated during by reason of Executive’s death, the Employment Term on account Executive’s estate shall receive (i) three (3) months’ Base Salary at the then current rate, paid in full in accordance with the Company’s usual payroll practices, including the withholding of all applicable taxes, and (ii) as determined by the Company, continued provision for a period of one (1) year following the Executive’s death of benefits, except perquisites and 401(k) benefits, under any employee benefit plan extended on the date of such termination of employment by the Company to its senior executives (the “Company Benefit Plans”) or Disabilityreimbursement, on a monthly basis, for the cost of obtaining individual and/or family coverage corresponding to the coverage and benefits provided under the Company Benefit Plans with respect to Executive, subject to receipt of reasonably satisfactory evidence from Executive (or that he has obtained such coverage, and subject to Section 15(c) of this Agreement. In addition, the Executive’s estate and/or beneficiaries, as employment hereunder may be terminated by the case may be) shall be entitled Board of Directors due to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) Disability. For purposes of this Agreement, a termination for “Disability” shall mean occur (i) when the Company has provided a written termination notice to the Executive supported by a written statement from a reputable independent physician mutually selected by the Company and the Executive, or the Executive’s inability, legal representatives in the event he is unable to make such selection due to physical or mental incapacity, to the effect that the Executive shall have become so physically or mentally incapacitated as to be unable to resume, even with reasonable accommodation as may be required under the Americans With Disabilities Act, within the ensuing twelve (12) months, his employment hereunder by reason of physical or mental illness or injury, or (ii) upon rendering of a written termination notice by the Company after the Executive has been unable to substantially perform his duties hereunder, even with reasonable accommodation as may be required under the essential functions of his job, with or without reasonable accommodationAmericans With Disabilities Act, for one hundred eighty (180) 120 or more consecutive days, or more than 180 days out in any consecutive twelve month period, by reason of any three hundred sixty-five (365) day periodphysical or mental illness or injury. For purposes of this Section 5(a), or one hundred twenty (120) consecutive days; provided howeverthe Executive agrees to make himself available and to cooperate in any reasonable examination by a reputable independent physician mutually selected by the Company and the Executive, in and paid for by the Company. In the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment is terminated by reason of Executive’s disability, the Company shall not pay the following to the Executive: (i) six (6) months’ Base Salary at the then current rate, to be deemed terminated paid from the date of termination until paid in full in accordance with the Company’s usual payroll practices, including the withholding of all applicable taxes; (ii) as determined by the Company, and continued provision during said six (6) month period of benefits under the Executive shall not be able to resign with Good Reason as Company Benefit Plans or reimbursement, on a result thereof. Any question as monthly basis, for the cost of obtaining individual and/or family coverage corresponding to the existence coverage and benefits provided under the Company Benefit Plans with respect to Executive, subject to receipt of reasonably satisfactory evidence from Executive that he has obtained such coverage, and subject to Section 15(c) of this Agreement; and (iii) any earned but unpaid bonuses, to be paid at the time such unpaid bonuses would otherwise be paid, but for the Executive’s Disability as to which the Executive and termination of employment, in accordance with Section 3(b)(iii) or other applicable bonus or incentive arrangement; provided, however, the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable may credit against such amounts any proceeds paid to the Executive and the Company. If the Executive and the Company cannot agree as with respect to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive any disability policy maintained for all purposes of this Agreementhis benefit.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death If, during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes term of this Agreement, “Disability” shall mean the Executive’s inability, Executive becomes disabled such that he is not able to effectively discharge his duties under this Agreement due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for a period of one hundred eighty days (180) days out of any three hundred sixty-five (365) day periodperiod (a "Disability"), or one hundred twenty (120) consecutive days; Iradimed's obligations under this Agreement shall cease, except that Executive may participate in any Iradimed-provided howevergroup disability benefits in accordance with the terms of those plans. However, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s ' s duties or responsibilities to another individual on account of the Executive’s 's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s 's employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s 's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement. (b) If the Executive's employment is terminated during the Term on account of the Executive's death or Disability, the Executive or the Executive's estate or beneficiaries, as the case may be, shall be entitled to receive the following: (i) All accrued Base Salary and vacation time; (ii) A lump sum payment of all (A) unpaid Annual Bonuses and (B) the pro- rata Annual Bonus that the Executive would have earned for the fiscal year in which the death or Disability occurs, based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two-and-a-half (2 1/2 ) months following the end of the fiscal year in which the termination occurs. (iii) All vested equity grants.

Death or Disability. (a) The ExecutiveEmployee’s employment hereunder shall will terminate automatically (x) immediately upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated Employee during the Employment Term on account hereunder or (y) at the option of Company, upon 30 days’ prior written notice to Employee and/or his appointed guardians or representatives, in the Executiveevent of Employee’s death or Disability, as hereinafter defined. 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 selected by the Executive Employer or its insurers and reasonably acceptable to Employee or his representative), Employee shall have been absent from and unable to perform the essential duties of his position, even with reasonable accommodation, on a full-time basis for 120 consecutive business days (“Disability”). In the event of termination of Employee’s employment pursuant to this Section 7(a): (1) Company shall immediately pay Employee (or his estate) (i) any portion of Employee’s Base Salary accrued but unpaid through the Executive’s estate and/or beneficiaries, as the case may beTermination Date and (ii) all payments and reimbursements under Section 5 hereof for expenses incurred prior to such termination. (2) Employee (or his estate) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the all vested benefits under Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal otherwise applicable plans and state lawprograms. (c3) For purposes of this AgreementEmployee shall be entitled to the benefits set forth in the proviso in Section 4(i), “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his jobabove, with respect to outstanding equity awards. (4) If Employee is eligible for and properly elects to continue Employee’s (or without reasonable accommodationhis dependents’) group health insurance coverage, as in place immediately prior to the Termination Date, Company shall pay for the portion of the premium costs for such coverage that Company would pay if Employee remained employed by Company, at the same level of coverage that was in effect as of the Termination Date, for one hundred eighty (180) days out a period of any three hundred sixty-five (365) day period18 consecutive months after the Termination Date, or one hundred twenty (120) consecutive days; provided howeverprovided, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, benefits continuation will cease if and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence extent Employee (and, if applicable, his eligible dependents) become(s) eligible for similar benefits by reason of the Executive’s Disability as new employment or Employee (or such dependents) otherwise is/are no longer eligible for continuation coverage pursuant to which the Executive applicable laws and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementplans.

Death or Disability. (a) The Executive’s 's employment hereunder shall terminate automatically upon the Executive’s 's death during the Employment Term, and the Company may terminate the Executive’s 's employment on account of the Executive’s 's Disability. (b) If the Executive’s 's employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s 's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to (6) months’ Base Salary and one- half Executive’s Target Bonus; (iii) in the Pro-Rata Bonus/Annual Bonusevent Executive’s employment ends as a result of Disability, if any, that the Executive would have earned reimbursement for the fiscal year COBRA premiums as described in which Section 5.2(c) for up to 6 months after the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid Date; and (iv) any RSU’s owed pursuant to the Company’s similarly situated executives, but in no event later than two-and-a-half Section 4.3. (2 1/2c) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (cd) For purposes of this Agreement, “Disability” shall mean the Executive’s 's inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s 's duties or responsibilities to another individual on account of the Executive’s 's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s 's employment shall not be deemed terminated by the Company, Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s 's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement. Any period for vesting shall be tolled and not included during a Disability period.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his Executive’s job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, period or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. The Employee's employment will terminate (ax) The Executive’s immediately upon the death of the Employee during the term of his employment hereunder shall terminate automatically upon or (y) at the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account option of the Executive’s Disability. Company, upon thirty (b30) If days' prior written notice to the Executive’s employment is terminated during Employee, in the Employment Term on account event of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiariesEmployee's disability. The Employee shall not be deemed disabled unless, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end result of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, Employee's incapacity due to physical or mental incapacityillness (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 essential functions of his job, with or without reasonable accommodation, Company on a full-time bases for one hundred eighty (180) days out of any three hundred sixty-five (365) day period, or one hundred twenty (120) consecutive business days; provided however. In the event of termination of the Employee's employment 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 termination. Six (6) months after the date of termination, the Company will make a lump sum cash payment equal to the Employee's Base Salary and a prorated annual bonus for the year of termination equal to Thirty-Five percent (35%) of the amount calculated by dividing the Employee's annual Base Salary at the date of such termination by twelve (12) and multiplying the result by the number of months in the event year of such termination that the Company temporarily replaces the Executive, began or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as ended prior to the existence date of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Companysuch termination. If the Company 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 Thirty-Five percent (35%) 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 (whichever later occurs), an additional amount equal to (x) such larger bonus amount divided by twelve (12) and multiplied by the Company cannot agree as to a qualified independent physician, each shall appoint number of months in the year of such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing termination that began or ended prior to the Company and date of such termination minus (y) the Executive amount previously paid pursuant to the preceding sentence. (2) The Employee shall be final entitled to receive all vested benefits under the Company's otherwise applicable plans and conclusive for all purposes of this Agreementprograms.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon To the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is extent consistent with federal and state law. (c) For purposes of this Agreement, 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” shall mean the Executivemeans (i) Employee’s inabilityinability to engage in any substantial, due to gainful activity by reason of any medically determinable physical or mental incapacityimpairment 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, to perform the essential functions of his jobor (ii) Employee is, with or without reasonable accommodation, for one hundred eighty (180) days out 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 replacement benefits for a period of not less than three hundred sixty(3) months under an accident or health plan covering Employer’s employees. In the event of termination due to death or Disability, Employer shall pay Employee (or his legal representative) his base salary prorated through the date of termination, at the rate in effect at the time of termination, together with any benefits accrued, including, but not limited to, a pro-five (365) day periodrata share of any bonus earned for the year of termination, or one hundred twenty (120) consecutive days; provided howeverthrough the date of 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 the Option Agreements for the Options shall provide that, notwithstanding any contrary provisions in the Plan, in the event that Employee’s employment is terminated due to Employee’s death or Disability, all then unvested portions of the Company temporarily replaces Granted Stock and Options will immediately vest in full and, in the Executivecase of the Options, be exercisable as of the termination date. In addition, 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, 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 date, or transfers the Executive’s duties on or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as prior to the existence of Option Expiration Date (as specified and defined in the Executive’s Disability as to which respective Stock Option Grant Notices for the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the CompanyOptions), whichever is earlier. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Xxxxxxx Xxxxxx– Employment Agreement.

Death or Disability. (a) The Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account or disability of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account . For purposes of the Executive’s death or Disabilitythis Section 6(a), the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) "disability" shall be entitled to receive the following: mean (i) the Accrued AmountsExecutive is unable to engage in his customary duties 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 12 months; and (ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to medically determinable physical or mental incapacity, impairment that can be expected to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day periodresult in death, or one hundred twenty (120) consecutive days; provided howeverlast for continuous period of not less than 12 months, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive’s inability Company; or (iii) the Executive is determined to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated totally disabled by the Company, and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree a disability shall be determined in writing by a qualified independent the written opinion of the Executive's regularly attending physician mutually acceptable (or his guardian) (or the 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 the Company. If (iv) all equity awards previously granted to the Executive and under the Company cannot agree as to a qualified independent physicianIncentive Plan or similar plan shall thereupon become fully vested, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive or his legally appointed guardian, as the case may be, shall have up to three months from the date of termination (or one year from the date of death) to exercise all such previously granted options, provided that in no event shall any option be final and conclusive for all purposes of this Agreementexercisable beyond its term.