Common use of Disability; Death Clause in Contracts

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employee.

Disability; Death. The Company may terminate (a) In the employment of event the Employee shall be evaluated by a physician selected by the Employee and a physician selected by the Company as being permanently and totally disabled and unable to perform the essential functions of his duties hereunder by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever) in substantially the manner and to the extent performed prior to the end commencement of the Term of this Employment Agreement if such disability (all such causes being referred to as “disability’) and the Employee has been unable shall fail to perform his such duties hereunder for periods aggregating ninety (90) days (inclusive of non-business days), whether or a similar job for a not continuous, in any continuous period of six one hundred and eighty (6180) months due days, the Company shall have the right to a physical or mental condition that, in terminate the opinion Employee’s employment hereunder as at the end of a licensed physician, will be any calendar month during the continuance of indefinite duration or is without a reasonable probability of recovery for a period of such disability upon at least six ten (610) monthsdays prior written notice to him. The In the event of termination under this paragraph 7(a), the Employee agrees shall be entitled to submit receive when otherwise payable, subject to an examination by a licensed physician of his choice in order to obtain such opinionany Offsets, at the request all salary compensation earned but unpaid as of the Company, made after Date of Termination and any unpaid reimbursable expenses outstanding as of such date; and any benefits to which the Employee has been absent from or his place beneficiaries may be entitled under the plans and programs described in paragraphs 5(b) and (c) hereof as of employment for at least six (6) monthssuch Date of Termination shall be determined in accordance with the terms of such plans and programs. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s Nothing contained herein is intended to nullify or diminish the Employee’s rights under, and obligations pursuant to this paragraph 7(a) is subject to, the Americans with Disabilities Act of 1990 and the Family and Medical Leave Act of 1993, and a termination as such Acts may be amended from time to time. (b) The employment of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that with the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement terminate on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s terminationdeath and in such event the Employee’s estate shall be entitled to receive when otherwise payable, subject to any Offsets, all salary compensation earned but unpaid as of the date of his death and any unpaid reimbursable expenses outstanding as of such date. In the event of the Employee’s death, any benefits to which the Employee or his beneficiaries may be entitled under the plans and programs described in paragraphs 5(b) and (c) hereof shall be determined in accordance with the terms of such plans and programs. (c) Except as provided in paragraphs 7(a) and (b) hereof, in the event of the Employee’s termination due to disability or death, the Employee Company shall pay have no further liability to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by or the Employee’s heirs, beneficiaries or estate for damages, compensation, benefits, indemnities or other amounts of whatever nature.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable During any period that Executive fails to perform his duties hereunder or as a similar job for a continuous period result of six (6Disability, Executive shall continue to receive his full Base Salary set forth in Section 5(a) months due to a physical or mental condition that, and his full Bonus as set forth in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6Section 5(b) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or until his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided pursuant to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such terminationSection 6(b). In addition, if Executive’s employment is terminated for the first six Disability pursuant to Section 6(b), or due to Executive’s death pursuant to Section 6(a), in each case other than a Termination Following Change in Control: (6i) months of disability, the Company shall pay to Executive or his estate, as the case may be, a lump sum payment as soon as practicable following the Date of Termination equal to (A) his Base Salary, Accrued Bonus (as defined in Section 8(d) below) and accrued vacation pay through the Date of Termination, plus (B) one of the following two amounts, as applicable, (1) if there is one year or more remaining in the Employment Period, the sum of Executive’s then current Base Salary for one year plus his Average Bonus (as defined in Section 8(d) below), or (2) if there is less than one year remaining in the Employment Period, the amount of Base Salary (as provided for in Section 5(a)) Employee would have received through the difference, if any, between any cash benefits received by end of the Employee from a Company-sponsored disability insurance policy Employment Period plus his Average Bonus pro rated for the portion of the fiscal year following the date of termination through the end of the Employment Period; (ii) stock options and restricted stock granted to Executive prior to the Employee’s salary hereunder in accordance with paragraph A Date of Section 3 above. At Termination that were to vest based on the passage of time shall fully vest as of any such termination, the Date of Termination; (iii) the Company shall pay reimburse Executive, or his estate, as the Employeecase may be, the value of any accrued pursuant to Section 5(d) for reasonable expenses incurred, but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred not paid prior to such termination by of employment; and (iv) Executive or his estate or named beneficiaries shall be entitled to any other rights, compensation and/or benefits as may be due to Executive or his estate or named beneficiaries in accordance with the Employee as required under paragraph F terms and provisions of Section 3 above. Notwithstanding the foregoingany agreements, if the Company reasonably determines that any plans or programs of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the EmployeeCompany.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) monthsrecovery. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s 's or the Employee’s 's rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s 's salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F G of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employee.

Disability; Death. The Company may terminate the employment of the Employee (a) If, prior to the end expiration or termination of the Term of this Employment Agreement if Period, the Employee has been Executive shall be unable to perform his duties hereunder by reason of disability or a similar job for a continuous period impairment of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment health for at least six (6) consecutive calendar months. The Company , the Corporation shall pay for any requested examination. However, this provision does not abrogate either have the Company’s or right to terminate the Employee’s rights and obligations pursuant Executive's employment on account of disability by giving written notice to the Family and Medical Leave Act of 1993Executive to that effect, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease but only if at the time such notice is given such disability or impairment is still continuing. In the event of death or disability, provided, however, that a dispute as to whether the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for Executive is disabled within the longer of twelve (12) months after such termination or the full un-expired Term meaning of this Employment Agreement Section 8(a), either party may from time to time request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such disability arose. The cost of any such medical examinations shall be borne by the Corporation. If the Corporation terminates the Executive's employment on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months account of disability, the Company shall pay then, in addition to the Employee benefits provided for under Sections 6(a)(i) and 6(a)(ii), all unvested stock options and any other equity-based compensation arrangements shall be terminated and all vested stock options shall be exercisable for the difference, if any, between any cash benefits received by the Employee shorter of one (1) year from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such terminationtermination and until they expire in accordance with their original maximum term. (b) If, prior to the expiration or termination of the Employment Period, the Executive shall die, then, in addition to the benefits provided for under Sections 6(a)(i) and 6(a)(ii), the Employment Period shall terminate without further notice. The Company In such an event, all unvested stock options and any other equity-based compensation arrangements shall promptly reimburse the Employee be terminated and all vested stock options shall be exercisable for the amount shorter of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt one (1) year from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee Executive's death and until they expire in accordance with their original maximum term. (c) Nothing contained in this Section 8 shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration impair or otherwise affect any rights and interests of the six-month periodExecutive under any insurance arrangements, the Employee shall receive from the Company a reimbursement death benefit plan or other compensation plan or arrangement of the amounts paid Corporation which may be adopted by the EmployeeBoard.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable During any period that Executive fails to perform his duties hereunder or as a similar job for a continuous period result of six (6Disability, Executive shall continue to receive his full Base Salary set forth in Section 5(a) months due to a physical or mental condition that, and his full Bonus as set forth in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6Section 5(b) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or until his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided pursuant to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such terminationSection 6(b). In addition, if Executive’s employment is terminated for the first six Disability pursuant to Section 6(b), or due to Executive’s death pursuant to Section 6(a), in each case other than a Termination Following Change in Control: (6i) months of disability, the Company shall pay to Executive or his estate, as the case may be, a lump sum payment as soon as practicable following the Date of Termination equal to (A) his Base Salary, Accrued Bonus (as defined in Section 8(d) below) and accrued vacation pay through the Date of Termination, plus (B) one of the following two amounts, as applicable, (1) if there is one year or more remaining in the Employment Period, the sum of Executive’s then current Base Salary for one year plus his Average Bonus (as defined in Section 8(d) below), or (2) if there is less than one year remaining in the Employment Period, the amount of Base Salary (as provided for in Section 5(a)) Employee would have received through the difference, if any, between any cash benefits received by end of the Employee from a Company-sponsored disability insurance policy Employment Period plus his Average Bonus pro rated for the portion of the fiscal year following the date of termination through the end of the Employment Period and plus (C) the Employee’s salary hereunder in accordance with paragraph A amount not yet paid to Executive under Section 5(d); (ii) stock options and restricted stock granted to Executive prior to the Date of Section 3 above. At Termination that were to vest based on the passage of time shall fully vest as of any such termination, the Date of Termination; (iii) the Company shall pay reimburse Executive, or his estate, as the Employeecase may be, the value of any accrued pursuant to Section 5(e) for reasonable expenses incurred, but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred not paid prior to such termination by of employment; and (iv) Executive or his estate or named beneficiaries shall be entitled to any other rights, compensation and/or benefits as may be due to Executive or his estate or named beneficiaries in accordance with the Employee as required under paragraph F terms and provisions of Section 3 above. Notwithstanding the foregoingany agreements, if the Company reasonably determines that any plans or programs of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the EmployeeCompany.

Disability; Death. The Company may terminate the employment of the Employee (a) If, prior to the end expiration or termination of the Term of this Employment Agreement if Period, the Employee has been Executive shall be unable to perform his duties hereunder by reason of disability or a similar job for a continuous period impairment of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment health for at least six (6) consecutive calendar months. The Company , the Corporation shall pay for any requested examination. However, this provision does not abrogate either have the Companyright to terminate the Executive’s or the Employee’s rights and obligations pursuant employment on account of disability by giving written notice to the Family and Medical Leave Act of 1993Executive to that effect, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease but only if at the time such notice is given such disability or impairment is still continuing. In the event of death or disability, provided, however, that a dispute as to whether the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for Executive is disabled within the longer of twelve (12) months after such termination or the full un-expired Term meaning of this Employment Agreement Section 8(a), either party may from time to time request a medical examination of the Executive by a doctor selected by the Corporation, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such disability arose. The cost of any such medical examination shall be borne by the Corporation. If the Corporation terminates the Executive’s employment on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months account of disability, the Company shall pay then, in addition to the Employee the differencebenefits provided for under Sections 6(a)(i) and 6(a)(ii), if anyall unvested stock options and any other equity-based compensation arrangements shall be terminated, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder all vested stock options shall be exercisable in accordance with paragraph A the terms of Section 3 above. At the time applicable award agreement. (b) If, prior to the expiration or termination of any such terminationthe Employment Period, the Company Executive shall pay die, then, in addition to the Employeebenefits provided for under Sections 6(a)(i) and 6(a)(ii), the value of Employment Period shall terminate without further notice. In such an event, all unvested stock options and any accrued but unused vacation timeother equity-based compensation arrangements shall be terminated, and all vested stock options shall be exercisable in accordance with the amount terms of all accrued but previously unpaid base salary through the date applicable award agreement. (c) Nothing contained in this Section 8 shall impair or otherwise affect any rights and interests of such termination. The Company shall promptly reimburse the Employee for Executive under any insurance arrangements, death benefit plan or other compensation plan or arrangement of the amount of any expenses incurred prior to such termination Corporation which may be adopted by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the EmployeeBoard.

Disability; Death. The Company may terminate the employment of the Employee Executive prior to the end of the Term of this Employment Agreement if the Employee Executive has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee Executive agrees to submit to an examination by a licensed physician of his choice reasonably acceptable to the Parties in order to obtain such opinion, at the request of the Company, made after the Employee Executive has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the EmployeeExecutive’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination “for cause. .” If during the Term of this Employment AgreementTerm, the Employee Executive dies or his the Executive’s employment is terminated because of his the Executive’s disability, all salary, benefits and other payments compensation set forth in Section 3 shall cease at the time of the Executive’s death or termination due to disability, ; provided, however, that the Company shall pay such other amounts or provide such healthother benefits required to be paid or provided to the Executive or the Executive’s estate under any plan, dental and similar insurance program, policy, practice, contract, or arrangement under which the Executive or the Executive’s estate is eligible to receive such payments or benefits as were provided to Employee immediately before his termination by reason of death or disabilityfrom the Company, to Employee or his family for the longer of twelve (12) months after such death or termination due to disability or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such terminationdeath or termination due to disability. In addition, for the first six (6) months of any disability, as defined under Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance thereunder, that results in the Executive being unable to perform any gainful activity, the Company shall pay to the Employee Executive the difference, if any, between any cash benefits received by the Employee Executive from a Company-sponsored disability insurance policy and the EmployeeExecutive’s salary hereunder in accordance with paragraph A of Section 3 aboveBase Salary, hereunder. At the time of any such terminationtermination due to disability, the Company shall pay the Employee, Executive or Executive’s estate the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such terminationVacation Time. The Company shall promptly reimburse the Employee Executive or Executive’s estate for the amount of any expenses Expenses incurred by the Executive prior to such termination by the Employee as required under paragraph F due to disability upon presentation of an account of expenses pursuant to Section 3 3(F) above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the EmployeeExecutive’s terminationtermination due to death or disability, the Employee Executive or Executive’s Estate shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-six (6) month period, the Employee Executive or Executive’s estate shall receive from the Company a reimbursement of the amounts paid by the EmployeeExecutive or the Executive’s Estate upon presentation of an account of expenses pursuant to Section 3(F) above.

Disability; Death. The Company may terminate the employment of the Employee Executive prior to the end of the Term of this Employment Agreement if the Employee Executive has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee Executive agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee Executive has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the EmployeeExecutive’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination “for cause. .” If during the Term of this Employment Agreement, the Employee Executive dies or his the Executive’s employment is terminated because of his the Executive’s disability, all salary, benefits and any other payments shall cease at the time of death or termination due to disability, provided, however, that the Company shall pay such other amounts or provide such healthother benefits required to be paid or provided to the Executive or the Executive's estate under any plan, dental and similar insurance program, policy, practice, contract, or arrangement in which the Executive or the Executive's estate is eligible to receive such payments or benefits as were provided to Employee immediately before his termination by reason of death or disabilityfrom the Company, to Employee or his family for the longer of twelve (12) months after such death or termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such death or termination. In addition, for the first six (6) months of any disability, as defined under Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance thereunder, that results in the Executive being unable to perform any gainful activity, the Company shall pay to the Employee Executive the difference, if any, between any cash benefits received by the Employee Executive from a Company-sponsored disability insurance policy and the EmployeeExecutive’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the EmployeeExecutive or Executive’s estate, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee Executive or Executive’s estate for the amount of any expenses incurred prior to such termination by the Employee Executive as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the EmployeeExecutive’s termination, the Employee Executive shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee Executive or Executive’s estate shall receive from the Company a reimbursement of the amounts paid by the EmployeeExecutive.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) monthsrecovery. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company Any requested examination shall pay be paid for any requested examinationby the Company. However, this provision does not abrogate either the Company’s 's or the Employee’s 's rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s 's salary hereunder in accordance with paragraph A of Section 3 abovehereunder. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employee.

Disability; Death. The Company may terminate the employment of the Employee (a) If, prior to the end expiration of the Term Employment Period or the termination of this Employment Agreement if Agreement, the Employee has been Executive shall be unable to perform his her duties hereunder by reason of mental or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment disability for at least six one-hundred eighty (6180) months. The consecutive days or any one-hundred eighty (180) days (whether or not consecutive) in any three-hundred sixty (360) consecutive day period, the Company shall pay for any requested examinationhave the right to terminate this Agreement and the remainder of the Employment Period by giving written notice to the Executive to that effect. HoweverImmediately upon the giving of such notice, the Employment Period shall terminate. (b) Upon termination of this provision does not abrogate either the Company’s or the Employee’s rights and obligations Agreement pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment AgreementSection 9(a), the Employee dies or his employment is terminated because Executive shall be entitled to continue to receive payments of his disabilityher Base Salary, all salarysubject to applicable statutory deductions and withholdings and payable at such times and in such amounts as if this Agreement were not terminated, benefits and other payments shall cease at for the time of death or disability, six-month period following such termination; provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company payments shall pay the Employee, the value of any accrued but unused vacation time, and be offset by the amount of all accrued but previously unpaid base salary through proceeds of disability insurance maintained for the Executive as an employee benefit from the Company paid to the Executive. In the event of a dispute as to whether the Executive is disabled within the meaning of Section 9(a), either party may from time to time request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date of when such terminationdisability arose. The Company shall promptly reimburse the Employee for the amount cost of any expenses incurred such medical examination shall be borne by the Company. If, prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the Employment Period or the termination of this Agreement, the Executive shall die, the Employment Period shall terminate without further notice. The Executive's estate shall be entitled to continue to receive payments of her Base Salary, subject to applicable statutory deductions and withholdings and payable at such times and in such amounts as if this Agreement were not terminated, for the six-month periodperiod following such termination; provided, however, that any such payments shall be offset by the Employee shall receive amount of all proceeds of life insurance maintained for the Executive as an employee benefit from the Company a reimbursement of paid to the amounts paid by the EmployeeExecutive's estate.

Disability; Death. The Company may terminate the employment of the Employee Executive prior to the end of the Term of this Employment Agreement if the Employee Executive has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee Executive agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee Executive has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the EmployeeExecutive’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination “for cause. .” If during the Term of this Employment AgreementTerm, the Employee Executive dies or his the Executive’s employment is terminated because of his the Executive’s disability, all salary, benefits and other payments shall cease at the time of death or termination due to disability, provided, however, that the Company shall pay such other amounts or provide such healthother benefits required to be paid or provided to the Executive or the Executive's estate under any plan, dental and similar insurance program, policy, practice, contract, or arrangement in which the Executive or the Executive's estate is eligible to receive such payments or benefits as were provided to Employee immediately before his termination by reason of death or disabilityfrom the Company, to Employee or his family for the longer of twelve (12) months after such death or termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such death or termination. In addition, for the first six (6) months of any disability, as defined under Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance thereunder, that results in the Executive being unable to perform any gainful activity, the Company shall pay to the Employee Executive the difference, if any, between any cash benefits received by the Employee Executive from a Company-sponsored disability insurance policy and the EmployeeExecutive’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the EmployeeExecutive or Executive’s estate, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary Base Salary through the date of such termination. The Company shall promptly reimburse the Employee Executive or Executive’s estate for the amount of any expenses incurred prior to such termination by the Employee Executive as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the EmployeeExecutive’s termination, the Employee Executive shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee Executive or Executive’s estate shall receive from the Company a reimbursement of the amounts paid by the EmployeeExecutive.

Disability; Death. The Company may terminate the employment of the Employee (a) If, prior to the end expiration of the Term of this Employment Agreement if Period, the Employee has been Executive shall be unable to perform his duties hereunder or a similar job for a continuous period by reason of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment disability for at least six thirty (630) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disabilityconsecutive calendar days, the Company shall pay have the right to terminate this Agreement and the remainder of the Employment Period by giving written notice to the Employee Executive to that effect. Immediately upon the differencegiving of such notice, the Employment Period shall terminate. (b) Upon termination of this Agreement pursuant to Section 8(a), the Executive shall (i) be paid his Base Salary and bonus (if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary ) through the effective date of such termination. All other compensation and benefits provided for in Section 3 of this Agreement shall cease upon termination pursuant to Section 8(a). (c) In the event of a dispute as to whether the Executive is disabled within the meaning of Section 8(a), either party may from time to time request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such disability arose. The Company shall promptly reimburse the Employee for the amount cost of any expenses incurred such medical examination shall be borne by the requesting party. (d) If, prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month periodEmployment Period or the termination of this Agreement, the Employee Executive shall receive from die, the Executive's estate shall be paid his Base Salary and a pro rated portion of his bonus (if any) and other compensation or expense allowance then due. Any bonus payable pursuant to this Section 8(c) shall be payable on the first bonus payment date following such termination. Except as otherwise provided in this Section 8(d), upon the death of the Executive, the Employment Period shall terminate without further notice and the Company a reimbursement shall have no further obligations hereunder, including, without limitation, obligations with respect to compensation, expense allowance and benefits provided for in Section 3 of this Agreement, other than as set forth in the amounts paid by immediately preceding sentence. (e) Any termination under this Section 8 is subject to the Employeeprovisions of Section 18 hereof.

Disability; Death. The Company may terminate a. In the employment of event the Employee shall be unable to perform the essential functions of his duties hereunder by virtue of illness or physical or mental incapacity or disability [from any cause or causes whatsoever] in substantially the manner and to the extent performed prior to the end commencement of the Term of this Employment Agreement if such disability [all such causes being referred to as "disability"] and the Employee has been unable shall fail to perform his such duties hereunder for periods aggregating ninety [90] days [inclusive of non-business days], whether or a similar job for a not continuous, in any continuous period of six (6) months due one hundred and eighty [180] days, the Company shall have the right to a physical or mental condition that, in terminate the opinion Employee's employment hereunder as at the end of a licensed physician, will be any calendar month during the continuance of indefinite duration or is without a reasonable probability of recovery for a period of such disability upon at least six (6) monthsten [10] days prior written notice to him. The In the event of termination under this paragraph 7[a], the Employee agrees shall be entitled to submit receive when otherwise payable, subject to an examination by a licensed physician of his choice in order to obtain such opinionany Offsets, at the request all salary compensation earned but unpaid as of the Company, made after Date of Termination and any unpaid reimbursable expenses outstanding as of such date; and any benefits to which the Employee has been absent from or his place beneficiaries may be entitled under the plans and programs described in paragraphs 5[b] and [c] hereof as of employment for at least six (6) monthssuch Date of Termination shall be determined in accordance with the terms of such plans and programs. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s Nothing contained herein is intended to nullify or diminish the Employee’s 's rights under, and obligations pursuant to this paragraph 7[a] is subject to, the Americans with Disabilities Act of 1990 and the Family and Medical Leave Act of 1993, and a termination as such Acts may be amended from time to time. b. The employment of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that with the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement terminate on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination's death and in such event the Employee's estate shall be entitled to receive when otherwise payable, subject to any Offsets, all salary compensation earned but unpaid as of the date of his death and any unpaid reimbursable expenses outstanding as of such date. In the event of the Employee's death, any benefits to which the Employee or his beneficiaries may be entitled under the plans and programs described in paragraphs 5[b] and [c] hereof shall be determined in accordance with the terms of such plans and programs. c. Except as provided in paragraphs 7[a] and [b] hereof, in the event of the Employee's termination due to disability or death, the Employee Company shall pay have no further liability to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by or the Employee's heirs, beneficiaries or estate for damages, compensation, benefits, indemnities or other amounts of whatever nature.

Disability; Death. (a) The Company may Employer shall have the right to terminate the Executive's employment of the Employee hereunder upon not less than 90 days' prior written notice to the end Executive if, because of mental or physical disability, the Term of this Employment Agreement if the Employee has Executive shall have been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition thatincapable, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery continuously for a period of at least six (6) 12 months. The Employee agrees , or 12 out of 15 consecutive months, prior to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such terminationnotice, of performing all of his duties under this Agreement. The Company In the event of termination for disability, the Executive's salary, as determined hereunder, shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then paid for a period of six (6) 36 months after from the date of the Employee’s termination, less any disability payments made to him or paid on his behalf under Section 4(c), and the Employee Executive shall pay be entitled to all benefits and service credits for benefits under all the employee benefit plans for the duration of the Initial Term or any renewal thereof, as if the Executive were still employed during such period under this Agreement. At the end of such period, the Executive shall be deemed to have retired from the Employer and shall be eligible for any and all rights provided to retirees by the Employer under all the employee benefit plans. If and to the Company extent that employee benefits or service credits for such benefits under any employee benefit plan shall not be payable or provided under any such plan to the Executive, or his dependents, because he is no longer an amount employee of the Employer, the Employer itself shall, to the extent necessary, pay or provide for payment of such employee benefits or service credits for such benefits to the Executive and his dependents for the remainder of the Initial Term or any renewal thereof. (b) In the event of the Executive's death during the Initial Term or any renewal thereof, the Executive's employment hereunder shall terminate and his spouse or, if he does not have a spouse at the date of his death, his estate, shall be entitled to a death benefit equal to the stated taxable cost of such coverages. After Executive's salary for the expiration remainder of the six-month periodterm of this Agreement, the Employee shall receive from the Company a reimbursement payable within 90 days of the amounts paid by the Employeedate of his death in one lump sum, without prejudice to any other payments due under any applicable employee benefit plan or insurance policy.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) monthsrecovery. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, opinion at the request of the Company, made after . Such examination shall be paid for by the Employee has been absent from his place of employment for at least six (6) months. The Company and shall pay for any requested examinationbe performed by a licensed physician designated by the Company. However, this provision does not abrogate either the Company’s 's or the Employee’s 's rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employee.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) monthsrecovery. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company Such examination shall pay be paid for any requested examinationby the Company. However, this provision does not abrogate either the Company’s 's or the Employee’s 's rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s 's salary hereunder in accordance with paragraph A of Section 3 abovehereunder. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employee.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company Any requested examination shall pay be paid for any requested examinationby the Company. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide to Employee or his family such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family disability for the longer of twelve Twelve (12) months after such termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including costapplicable employee-paid premium contribution or co-pays) as were applicable before such termination. In addition, for the first six (6) months of disabilityany disability that results in the Employee being unable to perform any gainful activity, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 abovehereunder. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employee.

Disability; Death. The If, as a result of Executive's incapacity due to physical or mental injury or illness, Executive shall have been absent from Executive's duties hereunder on a full time basis for either (i) one hundred twenty (120) days within any three hundred sixty-five (365) day period, or (ii) ninety (90) consecutive days, and within thirty (30) days after written notice of termination is given shall not have returned to the performance of Executive's duties hereunder on a full time basis, the Company may terminate Executive's employment hereunder for "Disability". In that event, the employment Company shall pay to Executive, within five (5) business days of the Employee prior to the end date of such termination, only a pro rata portion of the Term Base Salary and car allowance through such date of this Employment Agreement if the Employee has been unable termination. During any period that Executive fails to perform his Executive's duties hereunder or as a similar job for a continuous period result of six (6) months incapacity due to a physical or mental condition thatinjury or illness (a "Disability Period"), in Executive shall continue to receive the opinion of a licensed physician, will be of indefinite duration or compensation and benefits provided by Section 3 hereof until Executive's employment hereunder is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, terminated; provided, however, that the Company amount of compensation and benefits received by Executive during the Disability Period shall provide such healthbe reduced by the aggregate amounts, dental if any, payable to Executive under the Company's disability benefit plans and similar programs or under the Social Security disability insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on program covering the same terms and conditions (including cost) as were applicable before such terminationperiod of time. In addition, for in the first six (6event that the Company shall terminate this Agreement pursuant to this Section 5(c) months or by reason of disabilityExecutive's death, the Company shall thereafter pay to Executive or his estate, within five (5) business days of the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A date of Section 3 above. At the time of any such termination, a lumpsum cash severance payment equal to the Company shall pay aggregate Base Salary and Car Allowance that Executive would have otherwise received if the Employee, the value terms of any accrued but unused vacation time, and the amount this Agreement were in effect during a period of all accrued but previously unpaid base salary through three (3) years following the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior Further, all options previously granted to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that Executive pursuant to any of the benefits described Company's Stock Incentive Plans or otherwise shall immediately vest and be exercisable by Executive in this paragraph C may not full, and Executive (or his estate in the event of death) shall thereafter be exempt from federal income tax, then entitled to exercise such options for a period the balance of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employeetheir respective terms.

Disability; Death. The Company may terminate (a) If, prior to the employment expiration or termination of the Employee Employment Period, the Executive shall be unable to substantially perform his duties by reason of disability or impairment of health for at least three consecutive calendar months, the Corporation shall have the right to terminate this Agreement by giving written notice to the Executive to that effect, but only if at the time such notice is given such disability or impairment is still continuing. After giving such notice, (i) the Employment Period shall terminate with the payment of the Executive's base compensation for the month in which notice is given and the payment of a PRO RATA portion of any bonus that would have been payable to Executive under Section 2(c) had he not become disabled, (ii) the Restricted Stock and all unvested Options (and any other option or restricted stock granted to him) will vest in full on the effective date of termination and (with respect to the Option or any option) expire 6 months after the effective date of termination, and (iii) all of the Executive's benefits under this Agreement shall terminate, except that the Executive shall receive such accidental disability benefits to which the Executive may be entitled under the plans of the Corporation then in effect. In the event of a dispute as to whether the Executive is disabled within the meaning of this Section 8(a), either party may from time to time request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall establish a presumption as to whether the Executive has become disabled and the date when such disability arose. Such presumption shall become binding and conclusive upon the parties unless, within 20 days of the date of receipt of such written medical opinion, the party disputing such opinion provides a contrary written medical opinion from two doctors appointed by the same Chief of Staff which appointed the first doctor, in which event the opinions of the latter two doctors shall become binding and conclusive upon the parties. The cost of any such medical examinations shall be borne by the Corporation, except that the Executive shall bear the cost of any medical examinations sought in order to rebut a presumption of disability. (b) If, prior to the expiration or termination of the Employment Period, the Executive shall die, the Corporation shall pay to the Executive's estate (or to the revocable living trust previously specified by the Executive) his base compensation through the end of the Term month in which the Executive's death occurred and a PRO RATA portion of this Employment Agreement any bonus (if any) that would have been payable to the Employee has been unable to perform Executive under Section 2(c) had his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opiniondeath not occurred, at which time the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company Employment Period shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such terminationterminate without further notice. In addition, for (i) the first six Restricted Stock and all unvested Options (6and any other option or restricted stock granted to him) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder will vest in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through full on the date of such termination. The Company shall promptly reimburse the Employee for the amount of death and all Options (and any expenses incurred prior other option) granted to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) him will expire 6 months after the date of the Employee’s terminationdeath, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration and (ii) all of the six-month periodExecutive's benefits under this Agreement shall terminate, except that the Employee Executive's estate shall receive from such accidental death benefits to which the Company a reimbursement Executive may be entitled under the plans of the amounts paid Corporation then in effect. (c) Nothing contained in this Section 8 shall impair or otherwise affect any rights and interests of the Executive under any compensation plan or arrangement of the Corporation which may be adopted by the EmployeeBoard.

Disability; Death. The Company may terminate (a) If, prior to the employment expiration or termination of the Employee Employment Period, the Executive shall be unable to perform substantially his duties by reason of disability or impairment of health for at least six consecutive calendar months, Ascent shall have the right to terminate this Agreement by giving sixty (60) days written notice to the Executive to that effect, but only if at the time such notice is given such disability or impairment is still continuing. Following the expiration of the notice period, the Employment Period shall terminate, and Ascent's payment obligations to the Executive under Section 2(a) and (b) shall terminate with the payment of the Executive's Base Salary for the month in which the Employment Period terminates and a prorated Annual Bonus through such month, and there will be no forfeiture, penalty, reduction or other adverse effect upon any vested rights or interests relating to any Fringe Benefits; provided that the SARs, the Options and any other stock options -------- granted to the Executive under the Ascent option plan or any successor plan shall become fully vested and shall terminate in accordance with their terms, but in no event less than one year after such termination, notwithstanding the limitations of Sections 2(d) and (e) of this Agreement. In the event of a dispute as to whether the Executive is disabled within the meaning of this paragraph (a), or the duration of any disability, either party may request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such disability arose. The cost of any such medical examinations shall be borne by Ascent. (b) If, prior to the expiration or termination of the Employment Period, the Executive shall die, Ascent shall pay to the Executive's estate his Base Salary and a prorated Annual Bonus through the end of the Term of this month in which the Executive's death occurred, at which time the Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, Period shall terminate without further notice and there will be of indefinite duration no forfeiture, penalty, reduction or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees other adverse effect upon any vested rights or interests relating to submit to an examination by a licensed physician of his choice in order to obtain such opinionany Fringe Benefits; provided that the SARs, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for Options and any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant other stock -------- options granted to the Family Executive under the Ascent option plan or any successor plan shall become fully vested and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months terminate one year after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration termination of the six-month periodExecutive's employment for death, notwithstanding the Employee limitations of Sections 2(d) and (e) of this Agreement. (c) Nothing contained in this Section 6 shall receive from the Company a reimbursement impair or otherwise affect any rights and interests of the amounts paid Executive under any compensation plan or arrangement of Ascent which may be adopted by the EmployeeBoard.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable During any period that Executive fails to perform his duties hereunder or as a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion result of a licensed physicianDisability, will Executive shall continue to be of indefinite duration or is without a reasonable probability of recovery for a period of at least six entitled to receive his full Base Salary as set forth (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant subject to the Family conditions) in Section 5(a) and Medical Leave Act of 1993, his full Bonus as set forth (and a termination of employment under this paragraph C shall not be deemed subject to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or conditions) in Section 5(b) until his employment is terminated because pursuant to Section 6(b) or otherwise as provided herein. In addition, if on or after the Effective Date Executive’s employment is terminated for Disability pursuant to Section 6(b) or due to Executive’s death pursuant to Section 6(a), then the following shall apply. (i) The Company (A) as soon as practicable following the Date of Termination shall pay to Executive or his disabilityestate, all salaryas the case may be, benefits a lump sum payment equal to his unpaid Base Salary and, subject to Company policy, accrued vacation pay through the Date of Termination and other payments (B) subject to the Qualifying Conditions, from and after the Entitlement Commencement Date continue to pay (retroactively from the Date of Termination) to Executive or his estate, as the case may be, his continued Base Salary through the earlier to occur of (I) the one hundred and twentieth (120th) day following the Date of Termination or (II) the End of Term Date. (ii) Subject to the Qualifying Conditions, on the Entitlement Commencement Date, (A) a percentage of the 2016 Restricted Stock Grant shall cease at vest equal to the percentage of the vesting period represented by the time period from the Effective Date through the Date of death Termination; and (B) such unvested portion of any Bonus Award Restricted Stock that would have vested during the ninety (90) day period following the Date of Termination if employment had continued for such ninety (90) day period shall fully vest; (iii) The Company shall reimburse Executive or disabilityhis estate, as the case may be, pursuant to Section 5(d), for reasonable expenses incurred by Executive, but not reimbursed, prior to the Date of Termination. (iv) Executive or his estate or named beneficiaries shall be entitled to such other rights, compensation and/or benefits as may be due to Executive or his estate or named beneficiaries in accordance with the terms and provisions of any other agreements, plans or programs of the Company (provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disabilitythat, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of extent that any such terminationagreement, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior plan or program makes provision with respect to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described matters referred to in this paragraph C may not be exempt from federal income taxthe foregoing clauses (i) through (iv), then for a period the provisions of six such clauses shall supersede and govern). (6v) months after Other than the date Restricted Stock subject to acceleration under Section 8(a)(ii), any unvested stock options and unvested shares of the EmployeeCompany’s terminationrestricted stock granted to Executive prior to the Date of Termination will not vest and will be forfeited, the Employee shall pay returned to the Company an amount equal to and, at the stated taxable cost of such coverages. After the expiration of the six-month periodCompany’s election, the Employee shall receive from the Company a reimbursement of the amounts paid may be cancelled by the EmployeeCompany, except as provided otherwise in any applicable equity plan or award agreement.

Disability; Death. The Company may terminate the employment of the Employee (a) If, prior to the end expiration or termination of the Term of this Employment Agreement if the Employee has been Term, Executive shall be unable to perform his duties hereunder by reason of disability or a similar job for a continuous period impairment of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment health for at least six (6) consecutive calendar months. The , Company shall pay for any requested examination. Howeverhave the right to terminate Executive’s employment on account of disability by giving written notice to Executive to that effect, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease but only if at the time such notice is given such disability or impairment is still continuing. In the event of death or disability, provided, however, that a dispute as to whether Executive is disabled within the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term meaning of this Employment Agreement Section 10(a), either party may from time to time request a medical examination of Executive by a doctor selected by Company, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether Executive has become disabled and the date when such disability arose. The cost of any such medical examination shall be borne by Employer. If Company terminates Executive’s employment on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months account of disability, then, in addition to the benefits provided for under Sections 8(a)(i), 8(a)(ii) and 8(a)(iii), Executive shall receive the other amounts set forth in Section 8(b)(iii)(capped at the amount the Company shall pay paid for the prior year) and 8(b)(i) above, less any amounts paid or to be paid pursuant to policies of disability insurance for which the Company has paid the premiums. (b) If, prior to the Employee expiration or termination of the differenceEmployment Term, if anyExecutive shall die, between then, in addition to the benefits provided for under Sections 8(a)(i),8(a)(ii) and 8(a)(iii), the Employment Term shall terminate without further notice. Nothing contained in this Section 10 shall impair or otherwise affect any cash benefits received rights and interests of Executive under any insurance arrangements, death benefit plan or other compensation plan or arrangement of Employer which may be adopted by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the EmployeeBoard.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement Executive if the Employee Executive has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee Executive agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee Executive has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the EmployeeExecutive’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination “for cause. .” If during the Term of this Employment AgreementTerm, the Employee Executive dies or his the Executive’s employment is terminated because of his the Executive’s disability, all salary, benefits and other payments shall cease at the time of death or termination due to disability, provided, however, that the Company shall pay such other amounts or provide such healthother benefits required to be paid or provided to the Executive or the Executive's estate under any plan, dental and similar insurance program, policy, practice, contract, or arrangement in which the Executive or the Executive's estate is eligible to receive such payments or benefits as were provided to Employee immediately before his termination by reason of death or disabilityfrom the Company, to Employee or his family for the longer of twelve (12) months after such death or termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such death or termination. In addition, for the first six (6) months of any disability, as defined under Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance thereunder, that results in the Executive being unable to perform any gainful activity, the Company shall pay to the Employee Executive the difference, if any, between any cash benefits received by the Employee Executive from a Company-sponsored disability insurance policy and the EmployeeExecutive’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the EmployeeExecutive or Executive’s estate, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary Base Salary through the date of such termination. The Company shall promptly reimburse the Employee Executive or Executive’s estate for the amount of any expenses incurred prior to such termination by the Employee Executive as required under paragraph F E of Section 3 above. The Company shall also pay to the Executive or Executive’s estate the amount of the Annual Bonus, if any, that has been earned by the Executive for a completed fiscal year or other measuring period preceding the date of termination, but has not yet been paid to the Executive (to be paid at a time the Company pays bonuses to other senior executives of the Company for that completed fiscal year or other measuring period). Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the EmployeeExecutive’s termination, the Employee Executive shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee Executive or Executive’s estate shall receive from the Company a reimbursement of the amounts paid by the EmployeeExecutive.

Disability; Death. The Company may terminate the employment of the Employee Executive prior to the end of the Term of this Employment Agreement if the Employee Executive has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee Executive agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee Executive has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the EmployeeExecutive’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination “for cause. .” If during the Term of this Employment Agreement, the Employee Executive dies or his the Executive’s employment is terminated because of his the Executive’s disability, all salary, benefits and other payments shall cease at the time of death or termination due to disability, provided, however, that the Company shall pay such other amounts or provide such healthother benefits required to be paid or provided to the Executive or the Executive's estate under any plan, dental and similar insurance program, policy, practice, contract, or arrangement in which the Executive or the Executive's estate is eligible to receive such payments or benefits as were provided to Employee immediately before his termination by reason of death or disabilityfrom the Company, to Employee or his family for the longer of twelve (12) months after such death or termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such death or termination. In addition, for the first six (6) months of any disability, as defined under Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance thereunder, that results in the Executive being unable to perform any gainful activity, the Company shall pay to the Employee Executive the difference, if any, between any cash benefits received by the Employee Executive from a Company-sponsored disability insurance policy and the EmployeeExecutive’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the EmployeeExecutive or Executive’s estate, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee Executive or Executive’s estate for the amount of any expenses incurred prior to such termination by the Employee Executive as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the EmployeeExecutive’s termination, the Employee Executive shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee Executive or Executive’s estate shall receive from the Company a reimbursement of the amounts paid by the EmployeeExecutive.

Disability; Death. The Company may terminate the employment of the Employee (a) If, prior to the end expiration or termination of the Term of this Employment Agreement if Period, the Employee has been Executive shall be unable to perform his duties hereunder by reason of disability or a similar job for a continuous period impairment of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment health for at least six (6) consecutive calendar months. The Company , the Corporation shall pay for any requested examination. However, have the right to terminate this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant Agreement by giving written notice to the Family and Medical Leave Act of 1993Executive to that effect, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease but only if at the time such notice is given such disability or impairment is still continuing. After giving such notice, the Employment Period shall terminate with the payment of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family Executive's base compensation for the longer of twelve (12) months after month in which notice is given. All other compensation and benefits provided for in this Agreement shall cease upon such termination or to the full un-expired Term extent allowable by law. (b) In the event of a dispute as to whether the Executive is disabled within the meaning of this Section 9, either party may from time to time request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such disability arose. The cost of any such medical examinations shall be borne by the Corporation. (c) If, prior to the expiration or termination of the Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disabilityPeriod, the Company Executive shall die, the Corporation shall pay to the Employee Executive's estate his base compensation through the differenceend of the month in which the Executive's death occurred, if any, between at which time the Employment Period shall terminate without further notice and the Corporation shall have no further obligations hereunder. (d) Nothing contained in this Section 9 shall impair or otherwise affect any cash benefits received rights and interests of the Executive under any compensation plan or arrangement of the Corporation which may be adopted by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A Board of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any Directors of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the EmployeeCorporation.

Disability; Death. The Company may terminate (a) In the employment of event the Employee shall be evaluated by a physician selected by the Employee and a physician selected by the Company as being permanently and totally disabled and unable to perform the essential functions of his duties hereunder by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever) in substantially the manner and to the extent performed prior to the end commencement of the Term of this Employment Agreement if such disability (all such causes being referred to as “disability”) and the Employee has been unable shall fail to perform his such duties hereunder for periods aggregating ninety (90) days (inclusive of non-business days), whether or a similar job for a not continuous, in any continuous period of six one hundred and eighty (6180) months due days, the Company shall have the right to a physical or mental condition that, in terminate the opinion Employee’s employment hereunder as at the end of a licensed physician, will be any calendar month during the continuance of indefinite duration or is without a reasonable probability of recovery for a period of such disability upon at least six ten (610) monthsdays prior written notice to him. The In the event of termination under this paragraph 6(a), the Employee agrees shall be entitled to submit receive when otherwise payable, subject to an examination by a licensed physician of his choice in order to obtain such opinionany Offsets, at the request all salary compensation earned but unpaid as of the Company, made after Date of Termination and any unpaid reimbursable expenses outstanding as of such date; and any benefits to which the Employee has been absent from or his place beneficiaries may be entitled under the plans and programs described in paragraphs 4(b) and (c) hereof as of employment for at least six (6) monthssuch Date of Termination shall be determined in accordance with the terms of such plans and programs. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s Nothing contained herein is intended to nullify or diminish the Employee’s rights under, and obligations pursuant to this paragraph 6(a) is subject to, the Americans with Disabilities Act of 1990 and the Family and Medical Leave Act of 1993, and a termination as such Acts may be amended from time to time. (b) The employment of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that with the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement terminate on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s terminationdeath and in such event the Employee’s estate shall be entitled to receive when otherwise payable, subject to any Offsets, all salary compensation earned but unpaid as of the date of his death and any unpaid reimbursable expenses outstanding as of such date. In the event of the Employee’s death, any benefits to which the Employee or his beneficiaries may be entitled under the plans and programs described in paragraphs 4(b) and (c) hereof shall be determined in accordance with the terms of such plans and programs. (c) Except as provided in paragraphs 6(a) and (b) hereof, in the event of the Employee’s termination due to disability or death, the Employee Company shall pay have no further liability to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by or the Employee’s heirs, beneficiaries or estate for damages, compensation, benefits, indemnities or other amounts of whatever nature.

Disability; Death. The Company may terminate (a) If, prior to the employment expiration or termination of the Employee Employment Period, the Executive shall be unable to substantially perform his duties by reason of disability or impairment of health for at least three consecutive calendar months, the Corporation shall have the right to terminate this Agreement by giving written notice to the Executive to that effect, but only if at the time such notice is given such disability or impairment is still continuing. After giving such notice, (i) the Employment Period shall terminate with the payment of the Executive’s base compensation for the month in which notice is given and the payment of a pro rata portion of any bonus that would have been payable to Executive under Section 2(c) had he not become disabled, (ii) the Restricted Stock and all unvested Options (and any other option or restricted stock granted to him) will vest in full on the effective date of termination and (with respect to the Option or any option) expire 6 months after the effective date of termination, and (iii) all of the Executive’s benefits under this Agreement shall terminate, except that the Executive shall receive such accidental disability benefits to which the Executive may be entitled under the plans of the Corporation then in effect. In the event of a dispute as to whether the Executive is disabled within the meaning of this Section 8(a), either party may from time to time request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall establish a presumption as to whether the Executive has become disabled and the date when such disability arose. Such presumption shall become binding and conclusive upon the parties unless, within 20 days of the date of receipt of such written medical opinion, the party disputing such opinion provides a contrary written medical opinion from two doctors appointed by the same Chief of Staff which appointed the first doctor, in which event the opinions of the latter two doctors shall become binding and conclusive upon the parties. The cost of any such medical examinations shall be borne by the Corporation, except that the Executive shall bear the cost of any medical examinations sought in order to rebut a presumption of disability. (b) If, prior to the expiration or termination of the Employment Period, the Executive shall die, the Corporation shall pay to the Executive’s estate (or to the revocable living trust previously specified by the Executive) his base compensation through the end of the Term month in which the Executive’s death occurred and a pro rata portion of this Employment Agreement any bonus (if any) that would have been payable to the Employee has been unable to perform Executive under Section 2(c) had his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opiniondeath not occurred, at which time the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company Employment Period shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such terminationterminate without further notice. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the Executive’s benefits described in under this paragraph C Agreement shall terminate, except that the Executive’s estate shall receive such accidental death benefits to which the Executive may not be exempt from federal income tax, then for a period of six (6) months after entitled under the date plans of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the EmployeeCorporation then in effect.

Disability; Death. The Company may terminate (a) If, prior to the employment expiration or termination of the Employee Employment Period, the Executive shall be unable to substantially perform his duties by reason of disability or impairment of health for at least three consecutive calendar months, the Corporation shall have the right to terminate this Agreement by giving written notice to the Executive to that effect, but only if at the time such notice is given such disability or impairment is still continuing. After giving such notice, (i) the Employment Period shall terminate with the payment of the Executive’s base compensation for the month in which notice is given and the payment of a pro rata portion of any bonus that would have been payable to Executive under Section 2(c) had he not become disabled, (ii) the Restricted Stock and all unvested Options (and any other option or restricted stock granted to him) will vest in full on the effective date of termination and (with respect to the Option or any option) expire 6 months after the effective date of termination, and (iii) all of the Executive’s benefits under this Agreement shall terminate, except that the Executive shall receive such accidental disability benefits to which the Executive may be entitled under the plans of the Corporation then in effect. In the event of a dispute as to whether the Executive is disabled within the meaning of this Section 8(a), either party may from time to time request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall establish a presumption as to whether the Executive has become disabled and the date when such disability arose. Such presumption shall become binding and conclusive upon the parties unless, within 20 days of the date of receipt of such written medical opinion, the party disputing such opinion provides a contrary written medical opinion from two doctors appointed by the same Chief of Staff which appointed the first doctor, in which event the opinions of the latter two doctors shall become binding and conclusive upon the parties. The cost of any such medical examinations shall be borne by the Corporation, except that the Executive shall bear the cost of any medical examinations sought in order to rebut a presumption of disability. (b) If, prior to the expiration or termination of the Employment Period, the Executive shall die, the Corporation shall pay to the Executive’s estate (or to the revocable living trust previously specified by the Executive) his base compensation through the end of the Term month in which the Executive’s death occurred and a pro rata portion of this Employment Agreement any bonus (if any) that would have been payable to the Employee has been unable to perform Executive under Section 2(c) had his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opiniondeath not occurred, at which time the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company Employment Period shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such terminationterminate without further notice. In addition, for (i) the first six Restricted Stock and all unvested Options (6and any other option or restricted stock granted to him) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder will vest in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through full on the date of such termination. The Company shall promptly reimburse the Employee for the amount of death and all Options (and any expenses incurred prior other option) granted to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) him will expire 6 months after the date of the Employee’s terminationdeath, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration and (ii) all of the six-month periodExecutive’s benefits under this Agreement shall terminate, except that the Employee Executive’s estate shall receive from such accidental death benefits to which the Company a reimbursement Executive may be entitled under the plans of the amounts paid Corporation then in effect. (c) Nothing contained in this Section 8 shall impair or otherwise affect any rights and interests of the Executive under any compensation plan or arrangement of the Corporation which may be adopted by the EmployeeBoard.

Disability; Death. The Company may terminate (a) If, prior to the employment expiration or termination of the Employee Employment Period, the Executive shall be unable to perform substantially his duties by reason of disability or impairment of health for at least six consecutive calendar months, Ascent shall have the right to terminate this Agreement by giving sixty (60) days written notice to the Executive to that effect, but only if at the time such notice is given such disability or impairment is still continuing. Following the expiration of the notice period, the Employment Period shall terminate, and Ascent's payment obligations to the Executive under Section 2(a) and (b) shall terminate with the payment of the Executive's Base Salary for the month in which the Employment Period terminates and a prorated Annual Bonus through such month, and there will be no forfeiture, penalty, reduction or other adverse effect upon any vested rights or interests relating to any Fringe Benefits; provided that the Options and any other stock options granted to the Executive under the Ascent option plan or any successor plan shall become fully vested and shall terminate in accordance with their terms, but in no event less than one year after such termination, notwithstanding the limitations of Section 2(d) of this Agreement. In the event of a dispute as to whether the Executive is disabled within the meaning of this paragraph (a), or the duration of any disability, either party may request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such disability arose. The cost of any such medical examinations shall be borne by Ascent. (b) If, prior to the expiration or termination of the Employment Period, the Executive shall die, Ascent shall pay to the Executive's estate his Base Salary and a prorated Annual Bonus through the end of the Term of this month in which the Executive's death occurred, at which time the Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, Period shall terminate without further notice and there will be of indefinite duration no forfeiture, penalty, reduction or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees other adverse effect upon any vested rights or interests relating to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at any Fringe Benefits; provided that the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for Options and any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant other stock options granted to the Family Executive under the Ascent option plan or any successor plan shall become fully vested and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months terminate one year after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration termination of the six-month periodExecutive's employment for death, notwithstanding the Employee limitations of Section 2(d) of this Agreement. (c) Nothing contained in this Section 6 shall receive from the Company a reimbursement impair or otherwise affect any rights and interests of the amounts paid Executive under any compensation plan or arrangement of Ascent which may be adopted by the EmployeeBoard.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employee.

Disability; Death. The Company may terminate the employment of the Employee (a) If, prior to the end expiration or termination of the Term of this Employment Agreement if Period, the Employee has been Executive shall be unable to perform his duties hereunder by reason of disability or a similar job for a continuous period impairment of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment health for at least six (6) consecutive calendar months. The Company , the Corporation shall pay for any requested examination. However, this provision does not abrogate either have the Companyright to terminate the Executive’s or the Employee’s rights and obligations pursuant employment on account of disability by giving written notice to the Family and Medical Leave Act of 1993Executive to that effect, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease but only if at the time such notice is given such disability or impairment is still continuing. In the event of death or disability, provided, however, that a dispute as to whether the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for Executive is disabled within the longer of twelve (12) months after such termination or the full un-expired Term meaning of this Employment Agreement Section 8(a), either party may from time to time request a medical examination of the Executive by a doctor selected by the Corporation, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such disability arose. The cost of any such medical examination shall be borne by the Corporation. If the Corporation terminates the Executive’s employment on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months account of disability, the Company shall pay then, in addition to the Employee the differencebenefits provided for under Sections 6(a)(i) and (a) (ii), if anyall unvested stock options and any other equity-based compensation arrangements shall be terminated, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder all vested stock options shall be exercisable in accordance with paragraph A the terms of Section 3 above. At the time applicable award agreement. (b) If, prior to the expiration or termination of any such terminationthe Employment Period, the Company Executive shall pay die, then, in addition to the Employeebenefits provided for under Sections 6(a)(i) and 6(a)(ii), the value of Employment Period shall terminate without further notice. In such an event, all unvested stock options and any accrued but unused vacation timeother equity-based compensation arrangements shall be terminated, and all vested stock options shall be exercisable in accordance with the amount terms of all accrued but previously unpaid base salary through the date applicable award agreement. (c) Nothing contained in this Section 8 shall impair or otherwise affect any rights and interests of such termination. The Company shall promptly reimburse the Employee for Executive under any insurance arrangements, death benefit plan or other compensation plan or arrangement of the amount of any expenses incurred prior to such termination Corporation which may be adopted by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the EmployeeBoard.

Disability; Death. The Company may (a) Employer shall have the right to terminate the Employee's employment hereunder upon not less than ninety (90) days' prior written notice to Employee if, because of the mental or physical disability, Employee prior to the end of the Term of this Employment Agreement if the Employee has shall have been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition thatincapable, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery continuously for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination months, or the full un-expired Term twelve (12) out of this Employment Agreement on the same terms and conditions fifteen (including cost15) as were applicable before such termination. In additionconsecutive months, for the first six (6) months of disability, the Company shall pay prior to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such terminationnotice, of performing all of his duties under this Agreement. The Company In the event of termination for disability, Employee's salary, as determined hereunder, shall promptly reimburse the Employee be paid for the amount remainder of the Initial Term, or any expenses incurred prior renewal thereof, and Employee shall be entitled to all benefits and service credits for benefits under all employee benefit plans for the duration of the Initial Term or any renewal thereof, as if Employee were still employed during such termination by period under this Agreement. At the end of such period, Employee as required shall be deemed to have retired from Employer and shall be eligible for any and all rights provided to retirees from Employer under paragraph F all employee benefit plans. If and to the extent that employee benefits or service credits for such benefits under any employee benefit plan shall not be payable or provided under any such plan to Employee, or his dependents, because he is no longer an Employee of Section 3 above. Notwithstanding Employer, Employer itself shall, to the foregoingextent necessary, pay or provide for payment of such employee benefits or service credits for such benefits to Employee and his dependents for the remainder of the Initial Term or any renewal thereof. (b) In the event of Employee's death during the Initial Term or any renewal hereof, Employee's employment hereunder shall terminate and his spouse or, if he does not have a spouse at the date of his death, his estate, shall be entitled to a death benefit equal to Employee's salary for the remainder of the Initial Term or, if the Company reasonably determines that any Initial Term has passed, for one (1) complete year, payable within ninety (90) days of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s terminationhis death, the Employee shall pay without prejudice to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employeeany other payments due under any applicable employee benefit plans or insurance.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice chosen by the Company in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C Section 4C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family (in accordance with Company policies) for the longer lesser of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s base salary hereunder in accordance with paragraph A of Section 3 3A above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such terminationtermination (subject to withholding). The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 3G above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employee.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six Twelve (612) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six Six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company Any requested examination shall pay be paid for any requested examinationby the Company. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve [ ] (12___) months after such termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 abovehereunder. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employee.

Disability; Death. The Company may terminate (a) In the employment event the Executive shall be unable to perform the essential functions of his duties hereunder by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever) in substantially the Employee manner and to the extent required hereunder prior to the end commencement of such disability (all such causes being referred to as "disability") and the Term of this Employment Agreement if the Employee has been unable Executive shall fail to perform his such duties hereunder for periods aggregating one hundred and twenty (120)] days, whether or a similar job for a not continuous, in any continuous period of six one hundred and eighty (6) months due 180)] days, the Company shall have the right to a physical or mental condition that, in terminate the opinion Executive's employment hereunder as at the end of a licensed physician, will be any calendar month during the continuance of indefinite duration or is without a reasonable probability of recovery for a period of such disability upon at least six thirty (630) monthsdays prior written notice to him. The Employee agrees In the event of termination under this paragraph 7(a), the Executive shall be entitled to submit receive when otherwise payable, subject to an examination by a licensed physician of his choice in order to obtain such opinionany Offsets, at the request all salary compensation earned but unpaid as of the CompanyDate of Termination and any unpaid reimbursable expenses outstanding as of such date; and any benefits to which the Executive or his beneficiaries may be entitled under the plans and programs described in paragraphs 5(b) and (c) hereof as of such Date of Termination shall be determined in accordance with the terms of such plans and programs. Nothing contained herein is intended to nullify or diminish the Executive's rights under, made after and this paragraph 7(a) is subject to, the Employee has been absent from his place Americans with Disabilities Act of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights 1990 and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination as such Acts may be amended from time to time. (b) The employment of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that Executive with the Company shall provide terminate on the date of the Executive's death and in such healthevent the Executive's estate shall be entitled to receive when otherwise payable, dental subject to any Offsets, all salary compensation earned but unpaid as of the date of his death and similar insurance or any unpaid reimbursable expenses outstanding as of such date. In the event of the Executive's death, any benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee which the Executive or his family for beneficiaries may be entitled under the longer plans and programs described in paragraphs 5(b) and (c) hereof shall be determined in accordance with the terms of twelve such plans and programs. (12c) months after such Except as provided in paragraphs 7(a) and (b) hereof, in the event of the Executive's termination due to disability or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disabilitydeath, the Company shall pay have no further liability to the Employee Executive or the differenceExecutive's heirs, if anybeneficiaries or estate for damages, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A compensation, benefits, indemnities or other amounts of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employeewhatever nature.

Disability; Death. The Company may terminate (a) If, prior to the employment expiration or termination of the Employee Employment Period, the Executive shall be unable to perform substantially his duties by reason of disability or impairment of health for at least six consecutive calendar months, Ascent shall have the right to terminate this Agreement by giving sixty (60) days written notice to the Executive to that effect, but only if at the time such notice is given such disability or impairment is still continuing. Following the expiration of the notice period, the Employment Period shall terminate with the payment of the Executive's Base Salary for the month in which notice is given and a prorated Annual Bonus through such month, and there will be no forfeiture, penalty, reduction or other adverse effect upon any vested rights or interests relating to any Fringe Benefits. In the event of a dispute as to whether the Executive is disabled within the meaning of this paragraph (a), or the duration of any disability, either party may request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such disability arose. The cost of any such medical examinations shall be borne by Ascent. (b) If, prior to the expiration or termination of the Employment Period, the Executive shall die, Ascent shall pay to the Executive's estate his Base Salary and a prorated Annual Bonus through the end of the Term of this month in which the Executive's death occurred, at which time the Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, Period shall terminate without further notice and there will be of indefinite duration no forfeiture, penalty, reduction or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees other adverse effect upon any vested rights or interests relating to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at any Fringe Benefits; provided that the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for Options and any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant other stock options granted to the Family Executive under the Ascent option plan or any successor plan shall become fully vested and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months terminate one year after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration termination of the six-month periodExecutive's employment for death, notwithstanding the Employee limitations of Section 2(e) of this Agreement. (c) Nothing contained in this Section 6 shall receive from the Company a reimbursement impair or otherwise affect any rights and interests of the amounts paid Executive under any compensation plan or arrangement of Ascent which may be adopted by the EmployeeBoard.

Disability; Death. The Company may terminate the employment of the Employee (a) If, prior to the end expiration of the Term of this Employment Agreement if Period, the Employee has been Executive shall be unable to perform his duties hereunder or a similar job for a continuous period by reason of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment disability for at least six thirty (630) months. The consecutive calendar days, the Company shall pay for any requested examination. However, have the right to terminate this provision does not abrogate either Agreement and the Company’s or remainder of the Employee’s rights and obligations pursuant Employment Period by giving written notice to the Family Executive to that effect. Immediately upon the giving of such notice, the Employment Period shall terminate and Medical Leave Act of 1993, and a such termination of employment under this paragraph C shall not be deemed to be a termination for without cause. If during the Term . (b) Upon termination of this Employment AgreementAgreement pursuant to Section 8(a), the Employee dies or Executive shall be paid his employment is terminated because Base Salary and bonus (if any) through the effective date of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or and all other compensation and benefits shall be subject to Section 7(b). (c) In the full un-expired Term event of this Employment Agreement on a dispute as to whether the same terms and conditions (including cost) as were applicable before such termination. In additionExecutive is disabled within the meaning of Section 8(a), for either party may from time to time request a medical examination of the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received Executive by a doctor appointed by the Employee from chief of staff of a Company-sponsored disability insurance policy hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the Employee’s salary hereunder in accordance with paragraph A written medical opinion of Section 3 abovesuch doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such disability arose. At the time The cost of any such terminationmedical examination shall be borne by the requesting party. (d) If, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month periodEmployment Period or the termination of this Agreement, the Employee Executive shall receive from die, the Executive's estate shall be paid in accordance with Section 7(b). Any bonus payable shall be payable on the first bonus payment date following such termination. Except as otherwise provided in this Section 8(d), upon the death of the Executive, the Employment Period shall terminate without further notice and the Company a reimbursement shall have no further obligations hereunder, including, without limitation, obligations with respect to compensation, expense allowance and benefits provided for in Section 3 of this Agreement, other than as set forth in in Section 7(b). (e) Any termination under this Section 8 is subject to the amounts paid by the Employeeprovisions of Section 18 hereof.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his the Employee’s duties hereunder or a similar job for a continuous period of six (6) continuous months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six within the next thirty (630) monthsdays after the examination by the licensed physician. The Employee agrees to submit to an examination by a licensed physician of his the Company’s choice in order to obtain such opinion, at the request of the Company, made after the Employee has been or likely will be absent from his place of employment work for at least six (6) months. The Company Any requested examination shall pay be paid for any requested examinationby the Company. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his the Employee’s employment is terminated because of his the Employee’s disability, all salary, benefits and other payments shall cease at the time of death or termination due to disability, provided, however, that the Company shall pay such other amounts or provide such healthother benefits required to be paid or provided to the Employee under any plan, dental and similar insurance program, policy, practice, contract, or arrangement in which the Employee is eligible to receive such payments or benefits as were provided to Employee immediately before his termination by reason of death or disabilityfrom the Company, to Employee or his family for the longer of twelve (12) months after such death or termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such death or termination. In addition, for the first six (6) continuous months of disabilityany disability that results in the Employee being unable to perform her job duties, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 abovehereunder. At the time of any such terminationtermination for death or disability, the Company shall pay the Employee or the Employee, 's estate the value of any accrued but unused vacation timevacation, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee or the Employee's estate for the amount of any expenses incurred by the Employee prior to such death or termination by and pursuant to the Employee as required conditions and requirements under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employee.

Disability; Death. The Company may terminate the employment of the Employee (a) If, prior to the end expiration or ----------------- termination of the Term of this Employment Agreement if Period, the Employee has been Executive shall be unable to perform his duties hereunder by reason of disability or a similar job for a continuous period impairment of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment health for at least six (6) consecutive calendar months. The , the Company shall pay for any requested examination. However, have the right to terminate this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant Agreement by giving 60 days written notice to the Family and Medical Leave Act of 1993Executive to that effect, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease but only if at the time such notice is given such disability or impairment is still continuing. Following the expiration of death or disabilitythe notice period, the Employment Period shall terminate with the payment of the Executive's Base Salary for the month in which the Employment Period terminates; provided, however, that (i) the Company -------- ------- Executive shall provide be entitled to receive the performance bonuses determined in accordance with Section 2(b) and Section 5(c), and (ii) the SARs or any other incentives granted to the Executive shall become fully vested and shall terminate in accordance with their terms, but in no event less than one year after such healthtermination, dental and similar insurance notwithstanding the limitations of Section 2(g) of this Agreement. In the event of a dispute as to whether the Executive is disabled within the meaning of this paragraph (a), or benefits as were provided to Employee immediately before his termination by reason the duration of death or any disability, either party may request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to Employee whether the Executive has become disabled and the date when such disability arose. The cost of any such medical examinations shall be borne by the Company. (b) If, prior to the expiration or his family for termination of the longer of twelve (12) months after such termination or Employment Period, the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disabilityExecutive shall die, the Company shall pay to the Employee Executive's estate his Base Salary through the differenceend of the month in which the Executive's death occurred, if anyat which time the Employment Period shall terminate without further notice; provided, between any cash benefits received by however, that (i) the Employee from a Company-sponsored disability insurance policy and Executive's estate shall be entitled to -------- ------- receive the Employee’s salary hereunder performance bonuses determined in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time2(b) and Section 5(c), and (ii) the amount of all accrued but previously unpaid base salary through SARs or any other incentives granted to the date of such termination. The Company Executive shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months become fully vested and shall terminate one year after the date of termination of the Employee’s terminationExecutive's employment for death, notwithstanding the Employee limitations of Section 2(g) of this Agreement. (c) Nothing contained in this Section 6 shall pay to impair or otherwise affect any rights and interests of the Executive under any compensation plan or arrangement of the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employeeor its affiliates.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six Twelve (612) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) monthsrecovery. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company Any requested examination shall pay be paid for any requested examinationby the Company. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve ___ (12___) months after such termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 abovehereunder. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employee.

Disability; Death. The Company may terminate (a) In the employment of event the Employee shall be unable to perform the essential functions of his duties hereunder by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever) in substantially the manner and to the extent performed hereunder prior to the end commencement of the Term of this Employment Agreement if such disability (all such causes being referred to as "disabilty") and the Employee has been unable shall fail to perform his such duties hereunder for periods aggregating ninety (90) days (inclusive of non-business days), whether or a similar job for a not continuous, in any continuous period of six one hundred and eighty (6180) months due days, the Company shall have the right to a physical or mental condition that, in terminate the opinion Employee's employment hereunder as at the end of a licensed physician, will be any calendar month during the continuance of indefinite duration or is without a reasonable probability of recovery for a period of such disability upon at least six thirty (630) monthsdays prior written notice to him. The In the event of termination under this paragraph 7(a), the Employee agrees shall be entitled to submit receive when otherwise payable, subject to an examination by a licensed physician of his choice in order to obtain such opinionany Offsets, at the request all salary compensation earned but unpaid as of the Company, made after Date of Termination and any unpaid reimbursable expenses outstanding as of such date; and any benefits to which the Employee has been absent from or his place beneficiaries may be entitled under the plans and programs described in paragraphs 5(b) and (c) hereof as of employment for at least six (6) monthssuch Date of Termination shall be determined in accordance with the terms of such plans and programs. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s Nothing contained herein is intended to nullify or diminish the Employee’s 's rights under, and obligations pursuant to this paragraph 7(a) is subject to, the Americans with Disabilities Act of 1990 and the Family and Medical Leave Act of 1993, and a termination as such Acts may be amended from time to time. (b) The employment of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that with the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement terminate on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination's death and in such event the Employee's estate shall be entitled to receive when otherwise payable, subject to any Offsets, all salary compensation earned but unpaid as of the date of his death and any unpaid reimbursable expenses outstanding as of such date. In the event of the Employee's death, any benefits to which the Employee or his beneficiaries may be entitled under the plans and programs described in paragraphs 5(b) and (c) hereof shall be determined in accordance with the terms of such plans and programs. (c) Except as provided in paragraphs 7(a) and (b) hereof, in the event of the Employee's termination due to disability or death, the Employee Company shall pay have no further liability to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by or the Employee's heirs, beneficiaries or estate for damages, compensation, benefits, indemnities or other amounts of whatever nature.

Disability; Death. The Company may terminate the employment of the Employee (a) If, prior to the end expiration or termination of the Term of this Employment Agreement if the Term, Employee has been shall be unable to perform his duties hereunder by reason of disability or a similar job for a continuous period impairment of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment health for at least six (6) consecutive calendar months. The Company , Employer shall pay for any requested examination. However, this provision does not abrogate either have the Company’s or the right to terminate Employee’s rights and obligations pursuant employment on account of disability by giving written notice to the Family and Medical Leave Act of 1993Employee to that effect, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease but only if at the time such notice is given such disability or impairment is still continuing. In the event of death or disability, provided, however, that a dispute as to whether Employee is disabled within the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term meaning of this Employment Agreement Section 13(a), either party may from time to time request a medical examination of Employee by a doctor selected by Employer, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether Employee has become disabled and the date when such disability arose. The cost of any such medical examination shall be borne by Employer. If Employer terminates Employee’s employment on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months account of disability, the Company shall pay then, in addition to the Employee the differencebenefits provided for under Sections 11(a)(i) and 11(a)(ii), if anyall unvested stock options and any other equity-based compensation arrangements shall be terminated, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder all vested stock options shall be exercisable in accordance with paragraph A the terms of Section 3 above. At the time applicable award agreement. (b) If, prior to the expiration or termination of any such terminationthe Employment Term, Employee shall die, then, in addition to the benefits provided for under Sections 11(a)(i) and 11(a)(ii), the Company Employment Term shall pay the Employeeterminate without further notice. In such an event, the value of all unvested stock options and any accrued but unused vacation timeother equity-based compensation arrangements shall be terminated, and all vested stock options shall be exercisable in accordance with the amount terms of all accrued but previously unpaid base salary through the date applicable award agreement. (c) Nothing contained in this Section 13 shall impair or otherwise affect any rights and interests of such termination. The Company shall promptly reimburse the Employee for the amount under any insurance arrangements, death benefit plan or other compensation plan or arrangement of any expenses incurred prior to such termination Employer which may be adopted by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the EmployeeBoard.

Disability; Death. The Company may terminate (a) If, prior to the employment expiration or termination of the Employee Employment Period, the Executive shall be unable to perform substantially his duties by reason of disability or impairment of health for at least six consecutive calendar months, NEWCO shall have the right to terminate Executive's employment by giving sixty (60) days written notice to the Executive to that effect, but only if at the time such notice is given such disability or impairment is still continuing. Following the expiration of the notice period, (i) the Employment Period shall terminate with the payment of the Executive's Base Salary for the month in which notice is given and a prorated Annual Bonus through such month, (ii) there will be no forfeiture, penalty, reduction or other adverse effect upon any vested rights or interests relating to any Fringe Benefits and (iii) the Option shall vest in its entirety and shall remain exercisable for its full term as if the Executive had not become disabled, notwithstanding the limitations of Section 2(e) of this Agreement. In the event of a dispute as to whether the Executive is disabled within the meaning of this paragraph (a), or the duration of any disability, either party may request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such disability arose. The cost of any such medical examinations shall be borne by NEWCO. (b) If, prior to the expiration or termination of the Employment Period, the Executive shall die, NEWCO shall pay to the Executive's estate his Base Salary and a prorated Annual Bonus through the end of the Term of this Employment Agreement if month in which the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinionExecutive's death occurred, at which time the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company Employment Period shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employee.terminate

Disability; Death. The Company may terminate (a) If, as the employment result of any disability the Employee prior to the end of the Term of this Employment Agreement if the Employee has Executive shall have been unable to perform his material duties hereunder or a similar job for a continuous period of six (6) months due 180 consecutive days, the Company may, by notice to a physical or mental condition thatthe Executive, terminate his employment under this agreement as of the date of the notice. If the Executive's employment is terminated pursuant to this Section 5.1(a), the Executive shall be entitled to receive, in full discharge of all obligations of the opinion Company to the Executive under this agreement, (i) the Executive's unpaid salary under Section 3.1 through the date of termination, (ii) payment of a licensed physicianpro rata part of his incentive compensation under Section 3.2 for the year of termination based on the number of months the Executive was employed during that year as if the Company had performed at target for that year, will be (iii) any amounts in the Executive Plans in which Executive is vested at the date of indefinite duration or is without a reasonable probability termination, (iv) continuing participation in the Company's health plans at the same benefit level at which he, his spouse and his covered dependents participated immediately before the termination of recovery his employment for a period of at least six (6) months. The Employee agrees one year after such termination, and, thereafter, for such additional period as may be available under COBRA and any other benefits to submit which Executive is entitled or continues to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations be entitled pursuant to the Family and Medical Leave Act of 1993policies, programs or plans comprising the fringe benefits referenced to in Section 4.2, and a termination (v) accelerated vesting of the Xxxx-Xxxxx and SOFTBANK Options that would be vested within one year of the date of termination. (b) The Executive's employment under this paragraph C shall not be deemed to be a termination for causeautomatically terminate upon the date of his death. If during the Term of this Employment Agreement, the Employee dies or his Executive's employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disabilitydeath, the Executive's estate shall be entitled to receive, in full discharge of all obligations of the Company shall pay to the Employee Executive under this agreement, (i) the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s Executive's unpaid salary hereunder in accordance with paragraph A of under Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary 3.1 through the date of such termination. The Company shall promptly reimburse the Employee , (ii) payment of a pro rata portion of his incentive compensation under Section 3.2 for the amount year of any expenses incurred prior to such termination by based on the Employee number of months the Executive was employed during that year as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines had performed at target for that any of year, (iii) continuing participation in the benefits described in this paragraph C may not be exempt from federal income tax, then Company's health plans for the Executive's spouse and covered dependants at the same benefit level at which they participated immediately before his death for a period of six at least one year after his death, and, thereafter, for such additional period as may be available under COBRA, (6iv) months after any amounts in the Executive Plans in which the Executive is vested at the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration and (v) accelerated vesting of the sixXxxx-month period, the Employee shall receive from the Company a reimbursement Xxxxx and SOFTBANK Options that would be vested within one year of the amounts paid by the Employeedate of termination.

Disability; Death. The Company may terminate (a) In the employment of event the Employee prior to the end of the Term of this Employment Agreement if the Employee has been Executive shall be unable to perform his duties hereunder by virtue of illness or a similar job physical or mental incapacity or disability (from any cause or causes whatsoever) in substantially the manner and to the extent required hereunder prior to the commencement of such disability (all such causes being herein referred to as “disability”) and the Executive shall fail to perform such duties for a periods aggregating sixty (60) days, whether or not continuous, in any continuous period of six one hundred eighty (6180) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disabilitydays, the Company shall pay have the right to terminate the Employee Executive’s employment hereunder upon prior written notice to him. In the differenceevent of the Executive’s death, if anythe Date of Termination shall be the date of the Executive’s death. In the event the Company terminates the Executive pursuant to this Section 7, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy Executive, or in the case of his death, his heirs, beneficiaries or estate, shall be entitled to receive the entitlements set forth in Section 6(b) of this Agreement. (b) In addition, in the event the Company terminates the Executive pursuant to this Section 7 for disability, and the Employee’s salary hereunder Executive elects to continue coverage under COBRA for the applicable statutory period under the employee healthcare benefit plan in which he participated in accordance with paragraph A of Section 3 above. At the time of any such terminationterms thereof, then the Company shall pay the Employeesame portion of the premium it would have paid had the Executive remained an employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee continuing for the amount period ending on the earlier of any expenses incurred prior to such (i) the termination by of the Employee as required under paragraph F applicable statutory period, or (ii) the first anniversary of Section 3 abovethe Date of Termination. Notwithstanding In the foregoingevent of the Executive’s death, if the Executive’s family members covered by the employee healthcare benefit plan on which the Executive participated elect to continue coverage under COBRA for the applicable statutory period under such plan in accordance with the terms thereof, then the Company reasonably determines that any shall pay the same portion of the benefits described in this paragraph C may not be exempt from federal income taxpremium it would have paid had the Executive remained an employee, then continuing for a the period ending on the earlier of six (6x) months after the date termination of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month applicable statutory period, the Employee shall receive or (y) one year from the Company a reimbursement Date of the amounts paid by the EmployeeTermination.

Disability; Death. The (a) In the event the Employee shall be unable to perform the essential functions of his duties hereunder by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever) in substantially the manner and to the extent performed prior to the commencement of such disability (all such causes being referred to as "disability") and the Employee shall fail to perform such duties for periods aggregating ninety (90) days (inclusive of non-business days), whether or not continuous, in any continuous period of one hundred and eighty (180) days, the Company may shall have the right to terminate the Employee's employment hereunder as at the end of any calendar month during the continuance of such disability upon at least ten (10) days prior written notice to him. In the event of termination under this paragraph 7(a), the Employee shall be entitled to receive when otherwise payable, subject to any Offsets, all salary compensation earned but unpaid as of the Date of Termination and any unpaid reimbursable expenses outstanding as of such date; and any benefits to which the Employee or his beneficiaries may be entitled under the plans and programs described in paragraphs 5(b) and (c) hereof as of such Date of Termination shall be determined in accordance with the terms of such plans and programs. (b) The employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that with the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement terminate on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination's death and in such event the Employee's estate shall be entitled to receive when otherwise payable, subject to any Offsets, all salary compensation earned but unpaid as of the date of his death and any unpaid reimbursable expenses outstanding as of such date. In the event of the Employee's death, any benefits to which the Employee or his beneficiaries may be entitled under the plans and programs described in paragraphs 5(b) and (c) hereof shall be determined in accordance with the terms of such plans and programs. (c) Except as provided in paragraphs 7(a) and (b) hereof, in the event of the Employee's termination due to disability or death, the Employee Company shall pay have no further liability to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by or the Employee's heirs, beneficiaries or estate for damages, compensation, benefits, indemnities or other amounts of whatever nature.

Disability; Death. The Company may terminate a. In the employment of event the Employee shall be unable to perform the essential functions of his duties hereunder by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever) in substantially the manner and to the extent performed prior to the end commencement of the Term of this Employment Agreement if such disability (all such causes being referred to as “Disability”) and the Employee has been unable shall fail to perform his such duties hereunder for periods aggregating ninety (90) days (inclusive of non-business days), whether or a similar job for a not continuous, in any continuous period of six one hundred and eighty (6180) months due days, the Company shall have the right to a physical or mental condition that, in terminate the opinion Employee's employment hereunder at the end of a licensed physician, will be any calendar month during the continuance of indefinite duration or is without a reasonable probability of recovery for a period of such Disability upon at least six ten (610) monthsdays prior written notice to him. The In the event of termination under this Paragraph 7(a), the Employee agrees shall be entitled to submit receive when otherwise payable, subject to an examination by a licensed physician of his choice in order to obtain such opinionany Offsets, at the request all salary compensation earned but unpaid as of the Company, made after Date of Termination and any unpaid reimbursable expenses outstanding as of such date; and any benefits to which the Employee has been absent from or his place beneficiaries may be entitled under the plans and programs described in Paragraphs 5(b) and (c) hereof as of employment for at least six (6) monthssuch Date of Termination shall be determined in accordance with the terms of such plans and programs. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s Nothing contained herein is intended to nullify or diminish the Employee’s 's rights under, and obligations pursuant to this Paragraph 7(a) is subject to, the Americans with Disabilities Act of 1990 and the Family and Medical Leave Act of 1993, and a termination as such Acts may be amended from time to time. b. The employment of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that with the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement terminate on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination's death and in such event the Employee's estate shall be entitled to receive when otherwise payable, subject to any Offsets, all salary compensation earned but unpaid as of the date of his death and any unpaid reimbursable expenses outstanding as of such date. In the event of the Employee's death, any benefits to which the Employee or his beneficiaries may be entitled under the plans and programs described in Paragraphs 5(b) and (c) hereof shall be determined in accordance with the terms of such plans and programs. c. Except as provided in Paragraphs 7(a) and (b) hereof, in the event of the Employee's termination due to Disability or death, the Employee Company shall pay have no further liability to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by or the Employee's heirs, beneficiaries or estate for damages, compensation, benefits, indemnities or other amounts of whatever nature.

Disability; Death. The Company may terminate (a) If, as the employment result of any disability the Employee prior to the end of the Term of this Employment Agreement if the Employee has Executive shall have been unable to perform his material duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination 180 consecutive days, the Company may, by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant notice to the Family and Medical Leave Act of 1993Executive, and a termination of terminate his employment under this paragraph C shall not be deemed to be a termination for causeagreement as of the date of the notice. If during the Term of this Employment Agreement, the Employee dies or his Executive's employment is terminated because pursuant to this section 5.1(a), the Executive shall be entitled to receive, in full discharge of his disability, all salary, benefits and other payments shall cease at the time obligations of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee Executive under this agreement, (i) the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s Executive's unpaid salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary under section 3.1 through the date of termination, (ii) payment as soon as such termination. The Company shall promptly reimburse the Employee amount may be determined of a pro rata part of his incentive compensation under section 3.2 for the amount year of termination based on the number of months the Executive was employed during that year, (iii) any expenses incurred prior to such termination by amounts in the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described Executive Plans in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after which Executive is vested at the date of the Employee’s termination, the Employee shall pay (iv) any benefits to which Executive is entitled or continues to be entitled pursuant to the policies, programs or plans comprising the fringe benefits referenced to in section 4.2 and (v) immediate vesting of the Xxxx-Xxxxx options that would have vested within one year of the date of termination (all other unvested options shall terminate). (b) The Executive's employment shall automatically terminate upon the date of his death. If the Executive's employment is terminated by reason of his death, the Executive's estate shall be entitled to receive, in full discharge of all obligations of the Company an amount equal to the stated taxable cost Executive under this agreement, (i) the Executive's unpaid salary under section 3.1 through the date of such coverages. After termination, (ii) payment as soon as that amount may be determined of a pro rata portion of his incentive compensation under section 3.2 for the expiration year of termination based on the number of months the Executive was employed during that year, (iii) any amounts in the Executive Plans in which the Executive is vested at the date of termination; and (iv) immediate vesting of the sixXxxx-month period, the Employee shall receive from the Company a reimbursement Xxxxx options that would have vested within one year of the amounts paid by the Employeedate of termination(all other unvested options shall terminate).

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six Twelve (612) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six Six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company Any requested examination shall pay be paid for any requested examinationby the Company. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for causeCause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve Thirty-six (1236) months after such termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 abovehereunder. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employee.

Disability; Death. The Company may terminate the If Executive's employment terminates by reason of the Employee prior Executive's death, or by reason of Executive's Disability, then Executive shall not be entitled to receive the Severance Payment set forth in paragraph 9(b)(ii) herein. In the event that Executive's employment with the Company terminates because of Executive's death or Disability, Executive shall be entitled only to the end following benefits under this Agreement: (A) with respect to any Company stock options held by the Executive as of the Term Executive's termination date, the Company shall accelerate the vesting of that portion of the Executive's stock options, if any, which would have vested within one (1) year after the Executive's death and/or disability, such options to remain exercisable, notwithstanding anything in any other agreement governing such options, for a period of one (1) year after such death and/or disability, but in no event later than the expiration of such options as set forth in the option agreement(s); and (B) with respect to any shares of Company Restricted Stock held by the Executive, including the Additional Restricted Stock, that are, on the date of Executive's death and/or disability, subject to the Company's repurchase right upon termination of the Executive's employment, the Company shall waive such repurchase right as to the number of shares of Restricted Stock that would have vested on the next vesting date following the date of Executive's death and/or disability. For purposes of this Employment Agreement if the Employee Agreement, "Disability" shall mean that Executive has been unable to perform his duties hereunder or a similar job for a continuous period as an Executive as the result of six (6) months incapacity due to a physical or mental condition thatillness, in the opinion of a licensed physicianand such inability, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least twenty-six (626) months. The Employee agrees weeks after its commencement, is determined to submit to an examination be total and permanent by a licensed physician selected by the Company or its insurers and acceptable to Executive or Executive's legal representative (such agreement as to acceptability not to be unreasonably withheld). Termination resulting from Disability may only be effected after at least thirty (30) days' written notice by the Company of its intention to terminate Executive's employment. In the event that Executive resumes the performance of substantially all of his choice in order to obtain such opinion, at duties before the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of Executive's employment under this paragraph C becomes effective, the notice of intent to terminate shall not automatically be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employeehave been revoked.

Disability; Death. The Company may terminate (a) If, prior to the employment expiration or termination of the Employee Employment Period, the Executive shall be unable to substantially perform his duties by reason of disability or impairment of health as determined (by a physician having staff privileges at a private hospital located in Dade County or Broward County, Florida) for at least three consecutive calendar months, the Corporation shall have the right to terminate this Agreement by giving written notice to the Executive to that effect, but only if at the time such notice is given such disability or impairment is still continuing. After giving such notice, (i) the Employment Period shall terminate with the payment of the Executive’s Base Salary for the month in which notice is given and the payment of a pro rata portion of any Annual Bonus that would have been payable to Executive under Section 2(c) had he not become disabled, (ii) all unvested Options (and any other option or restricted stock granted to him) shall, immediately upon such effective date, become fully vested and subject to exercise, and (iii) all of the Executive’s benefits under this Agreement shall terminate, except that the Executive shall receive such accidental disability benefits to which the Executive may be entitled under the plans of the Corporation then in effect. In the event of a dispute as to whether the Executive is disabled within the meaning of this Section 8(a), either party may from time to time request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall establish a presumption as to whether the Executive has become disabled and the date when such disability arose. Such presumption shall become binding and conclusive upon the parties unless, within 20 days of the date of receipt of such written medical opinion, the party disputing such opinion provides a contrary written medical opinion from two doctors appointed by the same Chief of Staff which appointed the first doctor, in which event the opinions of the latter two doctors shall become binding and conclusive upon the parties. The cost of any such medical examinations shall be borne by the Corporation, except that the Executive shall bear the cost of any medical examinations sought in order to rebut a presumption of disability. (b) If, prior to the expiration or termination of the Employment Period, the Executive shall die, the Corporation shall pay to the Executive’s estate (or to the revocable living trust previously specified by the Executive) his base compensation through the end of the Term month in which the Executive’s death occurred and a pro rata portion of this Employment Agreement any bonus (if any) that would have been payable to the Employee has been unable to perform Executive under Section 2(c) had his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opiniondeath not occurred, at which time the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company Employment Period shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such terminationterminate without further notice. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the Executive’s benefits described in under this paragraph C Agreement shall terminate, except that the Executive’s estate shall receive such accidental death benefits to which the Executive may not be exempt from federal income tax, then for a period of six (6) months after entitled under the date plans of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the EmployeeCorporation then in effect.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including costapplicable employee-paid premium contribution or co-pays) as were applicable before such termination. In addition, for the first six (6) months of disabilityany disability that results in the Employee being unable to perform any gainful activity, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employee.

Disability; Death. The Company may terminate the employment of the Employee (a) If, prior to the end expiration or termination of the Term of this Employment Agreement if the Employee has been Term, Executive shall be unable to perform his her duties hereunder by reason of disability or a similar job for a continuous period impairment of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment health for at least six (6) consecutive calendar months. The Company , Employer shall pay for any requested examination. Howeverhave the right to terminate Executive’s employment on account of disability by giving written notice to Executive to that effect, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease but only if at the time such notice is given such disability or impairment is still continuing. In the event of death or disability, provided, however, that a dispute as to whether Executive is disabled within the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term meaning of this Employment Agreement Section 13(a), either party may from time to time request a medical examination of Executive by a doctor selected by Employer, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether Executive has become disabled and the date when such disability arose. The cost of any such medical examination shall be borne by Employer. If Employer terminates Executive’s employment on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months account of disability, the Company shall pay then, in addition to the Employee the differencebenefits provided for under Sections 11(a)(i) and 11(a)(ii), if anyall unvested stock options and any other equity-based compensation arrangements shall be terminated, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder all vested stock options shall be exercisable in accordance with paragraph A the terms of Section 3 above. At the time applicable award agreement. (b) If, prior to the expiration or termination of any such terminationthe Employment Term, Executive shall die, then, in addition to the benefits provided for under Sections 11(a)(i) and 11(a)(ii), the Company Employment Term shall pay the Employeeterminate without further notice. In such an event, the value of all unvested stock options and any accrued but unused vacation timeother equity-based compensation arrangements shall be terminated, and all vested stock options shall be exercisable in accordance with the amount terms of all accrued but previously unpaid base salary through the date applicable award agreement. (c) Nothing contained in this Section 13 shall impair or otherwise affect any rights and interests of such termination. The Company shall promptly reimburse the Employee for the amount Executive under any insurance arrangements, death benefit plan or other compensation plan or arrangement of any expenses incurred prior to such termination Employer which may be adopted by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the EmployeeBoard.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable During any period that Executive fails to perform his duties hereunder or as a similar job for a continuous period result of six (6Disability, Executive shall continue to receive his full Base Salary set forth in Section 5(a) months due to a physical or mental condition that, and his full Bonus as set forth in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6Section 5(b) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or until his employment is terminated because of his disabilitypursuant to Section 6(b). In addition, all salaryif Executive’s employment is terminated for Disability pursuant to Section 6(b), benefits and or due to Executive’s death pursuant to Section 6(a), in each case other payments shall cease at the time of death or disability, provided, however, that than a Termination Following Change in Control: (i) the Company shall provide such health, dental and similar insurance or benefits as were provided pay to Employee immediately before his termination by reason of death or disability, to Employee Executive or his family estate, as the case may be, a lump sum payment as soon as practicable following the Date of Termination equal to (A) his Base Salary and accrued vacation pay through the Date of Termination, (B) continued Base Salary (as provided for in Section 5(a)) through the through the end of the term of this Agreement, (C) and his average annual Bonus, if any, for the longer three most recently completed fiscal years times the number of twelve years (12pro rated for partial years) months after such during the period commencing with the first day of the fiscal year in which the termination or occurred through the full un-expired Term end of the term of this Employment Agreement and (D) the amount not yet paid to Executive under Section 5(d); (ii) stock options and restricted stock granted to Executive prior to the Date of Termination that were to vest based on the passage of time shall fully vest as of the Date of Termination; (iii) the Company shall maintain in full force and effect, for the continued benefit of Executive (if employment is terminated for Disability) and Executive’s spouse and dependents through the term of this Agreement the medical, hospitalization, dental, and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including costwithout limitation contributions required by Executive for such benefits) as were applicable before existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such termination. In addition, for the first six (6) months of disabilitybenefits, the Company shall pay arrange to provide Executive (if employment is terminated for Disability) and Executive’s spouse and dependents with the Employee the difference, if any, between any cash economic equivalent of such benefits received by the Employee from a Company-sponsored disability insurance policy that they otherwise would have been entitled to receive under such plans and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, programs; (iv) the Company shall pay reimburse Executive, or his estate, as the Employeecase may be, the value of any accrued pursuant to Section 5(e) for reasonable expenses incurred, but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred not paid prior to such termination by of employment; and (v) Executive or his estate or named beneficiaries shall be entitled to any other rights, compensation and/or benefits as may be due to Executive or his estate or named beneficiaries in accordance with the Employee as required under paragraph F terms and provisions of Section 3 above. Notwithstanding the foregoingany agreements, if the Company reasonably determines that any plans or programs of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the EmployeeCompany.

Disability; Death. The Company may terminate the employment of the Employee (a) If, prior to the end expiration of the Term Employment Period or the termination of this Employment Agreement if Agreement, the Employee has been Executive shall be unable to perform his duties hereunder by reason of mental or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment disability for at least six one-hundred eighty (6180) months. The consecutive days or any one-hundred eighty (180) days (whether or not consecutive) in any three-hundred sixty (360) consecutive day period, the Company shall pay for any requested examinationhave the right to terminate this Agreement and the remainder of the Employment Period by giving written notice to the Executive to that effect. HoweverImmediately upon the giving of such notice, the Employment Period shall terminate. (b) Upon termination of this provision does not abrogate either the Company’s or the Employee’s rights and obligations Agreement pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment AgreementSection 9(a), the Employee dies or his employment is terminated because Executive shall be entitled to continue to receive payments of his disabilityBase Salary, all salarysubject to applicable statutory deductions and withholdings and payable at such times and in such amounts as if this Agreement were not terminated, benefits and other payments shall cease at for the time of death or disability, six-month period following such termination; provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company payments shall pay the Employee, the value of any accrued but unused vacation time, and be offset by the amount of all accrued but previously unpaid base salary through proceeds of disability insurance maintained for the Executive as an employee benefit from the Company paid to the Executive. In the event of a dispute as to whether the Executive is disabled within the meaning of Section 9(a), either party may from time to time request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date of when such terminationdisability arose. The Company shall promptly reimburse the Employee for the amount cost of any expenses incurred such medical examination shall be borne by the Company. If, prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the Employment Period or the termination of this Agreement, the Executive shall die, the Employment Period shall terminate without further notice. The Executive's estate shall be entitled to continue to receive payments of his Base Salary, subject to applicable statutory deductions and withholdings and payable at such times and in such amounts as if this Agreement were not terminated, for the six-month periodperiod following such termination; provided, however, that any such payments shall be offset by the Employee shall receive amount of all proceeds of life insurance maintained for the Executive as an employee benefit from the Company a reimbursement of paid to the amounts paid by the EmployeeExecutive's estate.

Disability; Death. The Company may terminate If on or after the employment Effective Date this Agreement is terminated as a result of the Employee Chairman’s death pursuant to Section 6(a) or his Disability pursuant to Section 6(b): (i) all unvested stock options and unvested restricted stock granted to the Chairman prior to the end Date of Termination that would have vested during the 90-day period following his death or Disability shall fully vest as of the Term Date of this Employment Agreement if Termination, and all other unvested stock options and unvested restricted stock granted to the Employee has been unable Chairman prior to perform his duties hereunder or a similar job for a continuous period the Date of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, Termination will not vest and will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees forfeited, returned to submit to an examination by a licensed physician of his choice in order to obtain such opinionthe Company and, at the request Company’s election, may be cancelled by the Company (with it being agreed and understood, for avoidance of doubt, that, if the Chairman's death or Disability occurs prior to the Effective Date, none of the Restricted Stock that is to be granted and issued under this Agreement will be issued or become vested); (ii) the Company shall reimburse the Chairman, pursuant to Section 5(c) hereof, or his estate, as the case may be, for reasonable expenses incurred by the Chairman but not reimbursed by the Company prior to such termination; and (iii) the Chairman shall be entitled to such other rights, compensation and/or benefits as may be due to the Chairman in accordance with the terms and provisions of any agreements, plans or programs of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for including, without limitation, any requested examination. Howeverbonus or other compensation that, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family terms hereof or any other written agreement between the Company and Medical Leave Act the Chairman, has been earned or declared, but not yet paid or delivered to the Chairman, as of 1993, and a termination the Date of employment Termination (but shall no longer be entitled to any benefits under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family Agreement except for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employeepayments specified herein).

Disability; Death. The Company may terminate the employment of the Employee (a) If, prior to the end expiration or termination of the Term of this Employment Agreement if the Employee has been Term, Executive shall be unable to perform his duties hereunder by reason of disability or a similar job for a continuous period impairment of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment health for at least six (6) consecutive calendar months. The , Company shall pay for any requested examination. Howeverhave the right to terminate Executive’s employment on account of disability by giving written notice to Executive to that effect, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease but only if at the time such notice is given such disability or impairment is still continuing. In the event of death or disability, provided, however, that a dispute as to whether Executive is disabled within the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term meaning of this Employment Agreement Section 10(a), either party may from time to time request a medical examination of Executive by a doctor selected by Company, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether Executive has become disabled and the date when such disability arose. The cost of any such medical examination shall be borne by Employer. If Company terminates Executive’s employment on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months account of disability, then, in addition to the benefits provided for under Sections 8(a)(i), 8(a)(ii) and 8(a)(iii), Executive shall receive the other amounts set forth in Sections 8(b)(iii) (health benefit coverage), 8(b)(ii) (bonus severance) (capped at the amount the Company shall pay paid for the prior year), 8(b)(i) (base salary severance) and 8(b)(iv) (vesting of awards) above, less any amounts paid or to be paid pursuant to policies of disability insurance for which the Company has paid the premiums. (b) If, prior to the Employee expiration or termination of the differenceEmployment Term, if anyExecutive shall die, between then, in addition to the benefits provided for under Sections 8(a)(i), 8(a)(ii) and 8(a)(iii), Executive shall be entitled to Section 8(b)(iv) (vesting of awards) and the Employment Term shall terminate without further notice. Nothing contained in this Section 10 shall impair or otherwise affect any cash benefits received rights and interests of Executive under any insurance arrangements, death benefit plan or other compensation plan or arrangement of Employer which may be adopted by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the EmployeeBoard.

Disability; Death. The Company may terminate (a) If, prior to the employment expiration or termination of the Employee Employment Period, the Executive shall be unable to perform substantially his duties by reason of disability or impairment of health for at least six consecutive calendar months, NEWCO shall have the right to terminate Executive's employment by giving sixty (60) days written notice to the Executive to that effect, but only if at the time such notice is given such disability or impairment is still continuing. Following the expiration of the notice period, (i) the Employment Period shall terminate with the payment of the Executive's Base Salary for the month in which notice is given and a prorated Annual Bonus through such month, (ii) there will be no forfeiture, penalty, reduction or other adverse effect upon any vested rights or interests relating to any Fringe Benefits and (iii) the Option shall vest in its entirety and shall remain exercisable for its full term as if the Executive had not become disabled, notwithstanding the limitations of Section 2(e) of this Agreement. In the event of a dispute as to whether the Executive is disabled within the meaning of this paragraph (a), or the duration of any disability, either party may request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such disability arose. The cost of any such medical examinations shall be borne by NEWCO. (b) If, prior to the expiration or termination of the Employment Period, the Executive shall die, NEWCO shall pay to the Executive's estate his Base Salary and a prorated Annual Bonus through the end of the Term of this month in which the Executive's death occurred, at which time the Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, Period shall terminate without further notice and there will be of indefinite duration no forfeiture, penalty, reduction or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees other adverse effect upon any vested rights or interests relating to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at any Fringe Benefits; provided that upon the request of Executive's death the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for Option and any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant other stock options granted to the Family Executive under the NEWCO option plan or any successor plan shall become fully vested and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months terminate one year after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration termination of the six-month periodExecutive's employment for death, notwithstanding the Employee limitations of Section 2(e) of this Agreement. (c) Nothing contained in this Section 6 shall receive from the Company a reimbursement impair or otherwise affect any rights and interests of the amounts paid Executive under any compensation plan or arrangement of NEWCO which may be adopted by the EmployeeBoard.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) monthsrecovery. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, opinion at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company Such examination shall pay be paid for any requested examinationby the Company. However, this provision does not abrogate either the Company’s 's or the Employee’s 's rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve six (126) months after such termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s 's salary hereunder in accordance with paragraph A of Section 3 abovehereunder. At the time of any such termination, termination the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employee.

Disability; Death. The Company may terminate (a) In the employment event the Consultant shall be unable to perform the essential functions of his duties hereunder by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever) in substantially the Employee manner and to the extent required hereunder prior to the end commencement of such disability (all such causes being referred to as "disability") and the Term of this Employment Agreement if the Employee has been unable Consultant shall fail to perform his such duties hereunder for periods aggregating one hundred and twenty (120) days, whether or a similar job for a not continuous, in any continuous period of six one hundred and eighty (6180) months due days, the Company shall have the right to a physical or mental condition that, in terminate the opinion Consultant's engagement hereunder as at the end of a licensed physician, will be any calendar month during the continuance of indefinite duration or is without a reasonable probability of recovery for a period of such disability upon at least six thirty (630) monthsdays prior written notice to him. The Employee agrees In the event of termination under this paragraph 7(a), the Consultant shall be entitled to submit receive when otherwise payable, subject to an examination by a licensed physician of his choice in order to obtain such opinionany Offsets, at the request all consulting fees earned but unpaid as of the CompanyDate of Termination and any unpaid reimbursable expenses outstanding as of such date; and any benefits to which the Consultant or his beneficiaries may be entitled under the plans and programs described in paragraphs 5(b) and (c) hereof as of such Date of Termination shall be determined in accordance with the terms of such plans and programs. Nothing contained herein is intended to nullify or diminish the Consultant's rights under, made after and this paragraph 7(a) is subject to, the Employee has been absent from his place Americans with Disabilities Act of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights 1990 and obligations pursuant to the Family and Medical Leave Act of 1993, as such Acts may be amended from time to time. (b) The Consultant's engagement hereunder shall terminate on the date of the Consultant's death and a termination in such event the Consultant's estate shall be entitled to receive when otherwise payable, subject to any Offsets, all consulting fees earned but unpaid as of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because date of his disabilitydeath and any unpaid reimbursable expenses outstanding as of such date. (c) Except as provided in paragraphs 7(a) and (b) hereof, all salary, benefits and other payments shall cease at in the time event of death the Consultant's termination due to disability or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disabilitydeath, the Company shall pay have no further liability to the Employee Consultant or the differenceConsultant's heirs, if anybeneficiaries or estate for damages, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A compensation, benefits, indemnities or other amounts of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employeewhatever nature.

Disability; Death. The Company may terminate the employment of the Employee (a) If, prior to the end expiration of the Term of this Employment Agreement if Period, the Employee has been Executive shall be unable to perform his duties hereunder or a similar job for a continuous period by reason of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment disability for at least six ninety (690) months. The consecutive calendar days (the "Disability Period"), the Company shall pay for any requested examination. However, have the right to terminate this provision does not abrogate either Agreement on the Company’s or ninety-first (91st) day and the Employee’s rights and obligations pursuant remainder of the Employment Period by giving written notice to the Family and Medical Leave Act Executive to that effect. Immediately upon the giving of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreementsuch notice, the Employee dies or his employment is terminated because Employment Period shall terminate. For purposes of his disabilityclarity, the Company shall continue to pay Executive any and all salary, benefits and other payments compensation as specified in Section 3 during the Disability Period. (b) All compensation and benefits provided for in Section 3 of this Agreement shall cease at upon termination pursuant to Section 8(a) except that, subject to the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) of the option agreement attached hereto as were applicable before Exhibit A, all of such termination. In addition, for the first six (6) months of disability, the Company shall pay equity instruments that would otherwise vest and become exercisable up to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the effective date of such termination. The Company , shall promptly reimburse the Employee for the amount as of any expenses incurred prior to such termination date fully and irrevocably vest and become exercisable and/or non-forfeitable by the Employee as required under paragraph F of Section 3 above. Notwithstanding Executive until the foregoing, if the Company reasonably determines that any first anniversary of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date termination of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After Executive's/Optionee's employment (but in no event beyond the expiration of the six-month periodstated term of such instrument), and all of such payments and vesting of such equity instruments shall completely and fully discharge any and all obligations and liabilities of the Company to the Executive with respect to this Agreement. (c) In the event of a dispute as to whether the Executive is disabled within the meaning of Section 8(a), either party may from time to time request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such disability arose. The cost of any such medical examination shall be borne by the requesting party. (d) If, prior to the expiration of the Employment Period or the termination of this Agreement, the Employee Executive shall receive from die, the Executive's estate shall be paid his Base Salary and a pro rated portion of his bonus (if any) and other compensation or expense allowance then due. Any bonus payable pursuant to this Section 8(c) shall be payable on the first bonus payment date following such termination. Except as otherwise provided in this Section 8(d), upon the death of the Executive, the Employment Period shall terminate without further notice and the Company a reimbursement shall have no further obligations hereunder, including, without limitation, obligations with respect to compensation, expense allowance and benefits provided for in Section 3 of this Agreement, other than as set forth in the amounts paid by immediately preceding sentence. (e) Any termination under this Section 8 is subject to the Employeeprovisions of Section 18 hereof.

Disability; Death. The Company may terminate the employment of the Employee Executive prior to the end of the Term of this Employment Agreement if the Employee Executive has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee Executive agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee Executive has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the EmployeeExecutive’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination “for cause. .” If during the Term of this Employment AgreementTerm, the Employee Executive dies or his the Executive’s employment is terminated because of his the Executive’s disability, all salary, benefits and other payments shall cease at the time of death or termination due to disability, provided, however, that the Company shall pay such other amounts or provide such healthother benefits required to be paid or provided to the Executive or the Executive's estate under any plan, dental and similar insurance program, policy, practice, contract, or arrangement in which the Executive or the Executive's estate is eligible to receive such payments or benefits as were provided to Employee immediately before his termination by reason of death or disabilityfrom the Company, to Employee or his family for the longer of twelve (12) months after such death or termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such death or termination. In addition, for the first six (6) months of any disability, as defined under Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance thereunder, that results in the Executive being unable to perform any gainful activity, the Company shall pay to the Employee Executive the difference, if any, between any cash benefits received by the Employee Executive from a Company-sponsored disability insurance policy and the EmployeeExecutive’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the EmployeeExecutive or Executive’s estate, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary Base Salary through the date of such termination. The Company shall promptly reimburse the Employee Executive or Executive’s estate for the amount of any expenses incurred prior to such termination by the Employee Executive as required under paragraph F E of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the EmployeeExecutive’s termination, the Employee Executive shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee Executive or Executive’s estate shall receive from the Company a reimbursement of the amounts paid by the EmployeeExecutive.

Disability; Death. (a) The Company may Employer shall at all times have the right, upon written notice to the Employee, to terminate the Employee's employment of the Employee prior to the end of the Term of this Employment Agreement hereunder if the Employee has been shall, as the result of mental or physical incapacity, illness or disability, become unable to perform his duties hereunder or a similar job for a continuous period in excess of six (6) months due to a physical or mental condition that, 120 days in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) monthsany 12-month period. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for Upon any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations termination pursuant to this Paragraph, (i) the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company Employer shall pay to the Employee as soon as practicable in a single payment the differencetotal amount of Base Salary that the Employee would have received through the end of the term of this Agreement, plus an amount equal to the Bonus, if any, between any cash benefits received by paid to the Employee from a Company-sponsored disability insurance policy and with respect to the Employee’s salary hereunder then most recently completed fiscal year times the number of years (pro rated for partial years) during the period commencing with the first day of the fiscal year in accordance with paragraph A of Section 3 above. At which the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary termination occurred through the date end of such termination. The Company shall promptly reimburse the term of this Agreement and (ii) all stock options and restricted stock awards granted to the Employee shall vest. Except as provided in the immediately preceding sentence and except for the amount of any reimbursement for reasonable business expenses incurred prior to such termination by the effective date of termination, subject, however, to the provisions of Paragraph 4(e), the Employer shall have no further liability to the Employee as required under paragraph F of Section 3 above. Notwithstanding hereunder. (b) In the foregoing, if the Company reasonably determines that any event of the benefits described death of the Employee during the term of his employment hereunder, the Employer shall pay to the estate of the deceased Employee as soon as practicable, but in this paragraph C may not be exempt no event more than 30 days from federal income tax, then for a period of six (6) months after the date of the Employee’s termination's death, in a single payment (i) the total amount of Base Salary that the Employee would have received through the end of the term of this Agreement and (ii) a bonus payment equal to the Bonus, if any, paid to the Employee with respect to the then most recently completed fiscal year times the number of years (pro rated for partial years) during the period commencing with the first day of the fiscal year in which the Employee died through the end of the term of this Agreement. In addition, in the event of the death of the Employee during the terms of this Agreement, all stock options and restricted stock awards granted to the Employee shall pay vest. Except as provided in the two immediately preceding sentences and except for the reimbursement for reasonable business expenses incurred prior to the Company an amount equal effective date of termination, subject, however, to the stated taxable cost provisions of such coverages. After the expiration of the six-month periodParagraph 4(e), the Employer shall have no further liability to the Employee shall receive from the Company a reimbursement of the amounts paid by the Employeehereunder.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company Any requested examination shall pay be paid for any requested examinationby the Company. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family family, as the case may be, for the longer of twelve Twelve (12) months after such termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disabilityany disability that results in the Employee being unable to perform any gainful activity, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 abovehereunder. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F G of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employee.

Disability; Death. The Company may terminate During any period that the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable Executive fails to perform his duties hereunder or as a similar job for a continuous period result of six (6) months incapacity due to a physical or mental condition thatillness ("Disability Period"), the Executive shall continue to receive his full Base Salary and Minimum Bonus at the rate in effect at the opinion beginning of such period and continue as a licensed physician, will be of indefinite duration or participant in all compensation and employee benefit plans in which the Executive was participating pursuant to Section 5(f) until his employment is without a reasonable probability of recovery terminated pursuant to Section 7(b) and shall continue to receive such Base Salary and Minimum Bonus for a period of at least six (6) monthsmonths thereafter. The Employee agrees Subsequent to submit the six-month period following termination of the Executive's employ- ment pursuant to an examination Section 7(b), or in the event the Executive's employment is terminated by a licensed physician reason of his choice in order death, the Company shall have no further obligations to obtain such opinion, at the request of Executive under this Agreement and the Executive's benefits shall be determined under the Company's retirement, made after insurance and other compensation programs then in effect in accordance with the Employee has been absent from his place terms of employment such programs. (1) By Company without Cause or by the Executive for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for causeGood Reason. If during the Contract Term of this Employment Agreement, the Employee dies or his Executive's employment is terminated because of by the Company other than for Cause or Disability or by the Executive for Good Reason, then -- (1) in addition to any amounts due the Executive pursuant to Sections 5(a), 5(b) or 5(c) hereof, the Company shall continue to pay to the Executive (or his disability, all salary, benefits legal representatives or estate) his Base Salary and other payments shall cease Minimum Bonus (at the time rate in effect immediately prior to the occurrence of death or disabilitythe circumstance giving rise to the Notice of Termination) for the remainder of the Contract Term or, if greater, for one year (the "Severance Payments"); provided, however, that if such termination of employment occurs following a Change in Control, then the aggregate Severance Payments shall be made in an undiscounted cash lump sum within five (5) days following the Date of Termination; and (2) the Company or a subsidiary thereof shall provide such healthmaintain in full force and effect, for the continued benefit of the Executive and his dependents for the remainder of the Contract Term or, if greater, for one year, all medical, dental and similar life insurance or benefits as were benefit plans and programs in which the Executive was entitled to participate immediately prior to the Date of Termination, provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for that the longer of twelve (12) months after such termination or Executive's continued participation is possible under the full un-expired Term of this Employment Agreement on the same general terms and conditions (including cost) as were applicable before provisions of such terminationplans and programs. In addition, for the first six (6) months of disabilityevent that the Executive's participation in any such plan or program is barred, the Company shall pay arrange to provide the Employee Executive and his dependents with benefits substantially similar to those which the difference, if any, between any Executive and his dependents would otherwise have been entitled to receive under such plans and programs from which their continued participation is barred; and (3) the Executive shall be deemed to continue as an employee of the Company during the remainder of the Contract Term for purposes of the exercise and/or vesting of outstanding stock and stock option awards and cash benefits received incentive awards. (2) By Company for Cause or by the Employee from a Company-sponsored disability insurance policy and Executive Other than for Good Reason. If the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At Executive's employment shall be terminated by the time of any such terminationCompany for Cause or by the Executive other than for Good Reason, then the Company shall pay the Employee, Executive his Base Salary and Minimum Bonus (at the value rate in effect at the time Notice of any accrued but unused vacation timeTermination is given) through the Date of Termination, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay have no additional obligations to the Company an amount equal to the stated taxable cost Executive under this Agreement except as set forth in subsection (d) of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employeethis Section 9.

Disability; Death. The Company may terminate (a) In the employment event of the Employee prior to “Long Term Disability” (as defined below) or the end death of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder or Xxxxx Xxxxxx (either, a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion“Call Event”), at the request election of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment AgreementCorporation,, the Employee dies or his employment is terminated because Corporation shall have the right (a “Call Right”) to purchase all (but not less than all) of his disabilitythe outstanding Shares held by CII and any of its Permitted Transferees (collectively, all salarythe “Call Shareholders”), benefits and other payments shall cease at the time Fair Market Value of death or disabilitysuch Shares, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder determined in accordance with paragraph A Section 4.6(2), mutatis mutandis, payable in full on the Closing Date, and otherwise in accordance with and subject to the provisions of Section 3 abovethis Agreement. At The Corporation shall be entitled to assign its right and obligation to purchase such Shares to any and all of its Shareholders who elect to accept such assignment and to purchase such Shares, pro rata in respect to their respective Shareholdings. The Corporation and any Shareholders to which the time of any such terminationCorporation’s purchase rights hereunder have been assigned (collectively, the Company shall pay “Call Purchasers”) may exercise their Call Right by providing the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior Call Shareholders with a written notice to such termination by effect (the Employee as required under paragraph F of Section 3 above. Notwithstanding “Call Notice”), indicating the foregoingClosing Date on which the Shares are to be purchased, if the Company reasonably determines that any of the benefits described in this paragraph C may which shall be not be exempt from federal income tax, then for a period of six less than ninety (690) months Business Days and not more than one hundred and twenty (120) Business Days after the date of delivery of the Employee’s termination, the Employee shall pay Call Notice to the Company an amount equal Call Shareholders; whereupon there shall exist between the Call Purchasers and the Call Shareholders a binding agreement for the purchase of the Call Shareholders’ Shares by the Call Purchasers. (b) For the purposes of this Agreement, (i) “Disability” shall be defined as Xxxxx Xxxxxx’x inability to perform all or a material portion of his material duties to CII and to the stated taxable cost Corporation as set forth in the Management Services Agreement, and (ii) “Long Term Disability” shall be defined as any “Disability” which persists for a consecutive period of such coveragesone hundred and twenty (120) days or a cumulative period of twenty-six (26) weeks during any twenty four (24) month period. After Disability shall be determined pursuant to the expiration certification by each of two (2) physicians who shall be appointed by Xxxxx Xxxxxx and by the Corporation (acting at the direction of the six-month periodother Shareholders), respectively. In the Employee absence of an agreement between such two physicians, such physicians shall receive from jointly designate a third physician whose determination and certification as to the Company a reimbursement issue of the amounts paid by the EmployeeDisability shall be binding.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination “for cause. .” If during the Term of this Employment Agreement, the Employee dies or his the Employee’s employment is terminated because of his the Employee’s disability, all salary, benefits and other payments shall cease at the time of death or termination due to disability, provided, however, that the Company shall pay such other amounts or provide such healthother benefits required to be paid or provided to the Employee or the Employee's estate under any plan, dental and similar insurance program, policy, practice, contract, or arrangement in which the Employee or the Employee's estate is eligible to receive such payments or benefits as were provided to Employee immediately before his termination by reason of death or disabilityfrom the Company, to Employee or his family for the longer of twelve (12) months after such death or termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such death or termination. In addition, for the first six (6) months of any disability, as defined under Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance thereunder, that results in the Employee being unable to perform any gainful activity, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee or Employee’s estate, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee or Employee’s estate for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee or Employee’s estate shall receive from the Company a reimbursement of the amounts paid by the Employee.

Disability; Death. The Company may terminate (a) If, prior to the employment expiration or termination of the Employee Employment Period, the Executive shall be unable to perform substantially his duties by reason of disability or impairment of health for at least six consecutive calendar months, Ascent shall have the right to terminate this Agreement by giving sixty (60) days written notice to the Executive to that effect, but only if at the time such notice is given such disability or impairment is still continuing. Following the expiration of the notice period, the Employment Period shall terminate, and Ascent's payment obligations to the Executive under Section 2(a) and (b) shall terminate with the payment of the Executive's Base Salary for the month in which the Employment Period terminates and a prorated Annual Bonus through such month, and there will be no forfeiture, penalty, reduction or other adverse effect upon any vested rights or interests relating to any Fringe Benefits; provided that the SARs, the Options and any other stock options -------- granted to the Executive under the Ascent option plan or any successor plan shall become fully vested and shall terminate in accordance with their terms, but in no event less than one year after such termination, notwithstanding the limitations of Sections 2(d) and (e) of this Agreement. In the event of a dispute as to whether the Executive is disabled within the meaning of this paragraph (a), or the duration of any disability, either party may request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such disability arose. The cost of any such medical examinations shall be borne by Ascent. (b) If, prior to the expiration or termination of the Employment Period, the Executive shall die, Ascent shall pay to the Executive's estate his Base Salary and a prorated Annual Bonus through the end of the Term of this month in which the Executive's death occurred, at which time the Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, Period shall terminate without further notice and there will be of indefinite duration no forfeiture, penalty, reduction or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees other adverse effect upon any vested rights or interests relating to submit to an examination by a licensed physician of his choice in order to obtain such opinionany Fringe Benefits; provided that the SARs, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for Options and any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant other stock -------- options granted to the Family Executive under the Ascent option plan or any successor plan shall become fully vested and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months terminate one year after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration termination of the six-month periodExecutive's employment for death, notwithstanding the Employee limitations of Section 2(d) and (e) of this Agreement. (c) Nothing contained in this Section 6 shall receive from the Company a reimbursement impair or otherwise affect any rights and interests of the amounts paid Executive under any compensation plan or arrangement of Ascent which may be adopted by the EmployeeBoard.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six Twelve (612) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) monthsrecovery. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company Any requested examination shall pay be paid for any requested examinationby the Company. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve Twenty-four (1224) months after such termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 abovehereunder. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employee.

Disability; Death. The Company may terminate the employment of the Employee (a) If, prior to the end expiration or termination of the Term of this Employment Agreement if the Employee has been Term, Executive shall be unable to perform his duties hereunder by reason of disability or a similar job for a continuous period impairment of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment health for at least six (6) consecutive calendar months. The Company , Employer shall pay for any requested examination. Howeverhave the right to terminate Executive’s employment on account of disability by giving written notice to Executive to that effect, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease but only if at the time such notice is given such disability or impairment is still continuing. In the event of death or disability, provided, however, that a dispute as to whether Executive is disabled within the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term meaning of this Employment Agreement Section 13(a), either party may from time to time request a medical examination of Executive by a doctor selected by Employer, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether Executive has become disabled and the date when such disability arose. The cost of any such medical examination shall be borne by Employer. If Employer terminates Executive’s employment on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months account of disability, the Company shall pay then, in addition to the Employee the differencebenefits provided for under Sections 11(b)(i) and 11(b)(ii), if anyall unvested stock options and any other equity-based compensation arrangements shall be terminated, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder all vested stock options shall be exercisable in accordance with paragraph A the terms of Section 3 above. At the time applicable award agreement. (b) If, prior to the expiration or termination of any such terminationthe Employment Term, Executive shall die, then, in addition to the benefits provided for under Sections 11(b)(i) and 11(b)(ii), the Company Employment Term shall pay the Employeeterminate without further notice. In such an event, the value of all unvested stock options and any accrued but unused vacation timeother equity-based compensation arrangements shall be terminated, and all vested stock options shall be exercisable in accordance with the amount terms of all accrued but previously unpaid base salary through the date applicable award agreement. (c) Nothing contained in this Section 13 shall impair or otherwise affect any rights and interests of such termination. The Company shall promptly reimburse the Employee for the amount Executive under any insurance arrangements, death benefit plan or other compensation plan or arrangement of any expenses incurred prior to such termination Employer which may be adopted by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the EmployeeBoard.

Disability; Death. The Company may terminate (a) In the employment event the Executive shall be unable to perform the essential functions of his duties hereunder by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever) in substantially the Employee manner and to the extent required hereunder prior to the end commencement of such disability (all such causes being referred to as "disability") and the Term of this Employment Agreement if the Employee has been unable Executive shall fail to perform his such duties hereunder for periods aggregating one hundred and twenty (120) days, whether or a similar job for a not continuous, in any continuous period of six one hundred and eighty (6180) months due days, the Company shall have the right to a physical or mental condition that, in terminate the opinion Executive's employment hereunder as at the end of a licensed physician, will be any calendar month during the continuance of indefinite duration or is without a reasonable probability of recovery for a period of such disability upon at least six thirty (630) monthsdays prior written notice to him. The Employee agrees In the event of termination under this paragraph 7(a), the Executive shall be entitled to submit receive when otherwise payable, subject to an examination by a licensed physician of his choice in order to obtain such opinionany Offsets, at the request all salary compensation earned but unpaid as of the CompanyDate of Termination and any unpaid reimbursable expenses outstanding as of such date; and any benefits to which the Executive or his beneficiaries may be entitled under the plans and programs described in paragraphs 5(b) and (c) hereof as of such Date of Termination shall be determined in accordance with the terms of such plans and programs. Nothing contained herein is intended to nullify or diminish the Executive's rights under, made after and this paragraph 7(a) is subject to, the Employee has been absent from his place Americans with Disabilities Act of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights 1990 and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination as such Acts may be amended from time to time. (b) The employment of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that Executive with the Company shall provide terminate on the date of the Executive's death and in such healthevent the Executive's estate shall be entitled to receive when otherwise payable, dental subject to any Offsets, all salary compensation earned but unpaid as of the date of his death and similar insurance or any unpaid reimbursable expenses outstanding as of such date. In the event of the Executive's death, any benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee which the Executive or his family for beneficiaries may be entitled under the longer plans and programs described in paragraphs 5(b) and (c) hereof shall be determined in accordance with the terms of twelve such plans and programs. (12c) months after such Except as provided in paragraphs 7(a) and (b) hereof, in the event of the Executive's termination due to disability or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disabilitydeath, the Company shall pay have no further liability to the Employee Executive or the differenceExecutive's heirs, if anybeneficiaries or estate for damages, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A compensation, benefits, indemnities or other amounts of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employeewhatever nature.

Disability; Death. (a) The Company may Employer shall at all times have the right, upon written notice to the Employee, to terminate the Employee's employment of the Employee prior to the end of the Term of this Employment Agreement hereunder if the Employee has been shall, as the result of mental or physical incapacity, illness or disability, become unable to perform his duties hereunder or a similar job for a continuous period in excess of six (6) months due to a physical or mental condition that, 120 days in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) monthsany 12-month period. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for Upon any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations termination pursuant to this Paragraph, (i) the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company Employer shall pay to the Employee as soon as practicable in a single payment the differencetotal amount of Base Salary that the Employee would have received through the end of the term of this Agreement, plus an amount equal to the Bonus, if any, between any cash benefits received paid to the Employee with respect to the then most recently completed fiscal year times the number of years (pro rated for partial years) during the period commencing with the first day of the fiscal year in which the termination occurred through the end of the term of this Agreement, (ii) all stock options and restricted stock awards granted to the Employee shall vest, and (iii) the Employee shall be granted a put option giving him the right to tender all or a portion of his shares of stock and stock options of the Employer owned by the Employee from a Company-sponsored disability insurance policy to the Employer as provided in Paragraph 13. Except as provided in the immediately preceding sentence and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee except for the amount of any reimbursement for reasonable business expenses incurred prior to such termination by the effective date of termination, subject, however, to the provisions of Paragraph 4(e), the Employer shall have no further liability to the Employee as required under paragraph F of Section 3 above. Notwithstanding hereunder. (b) In the foregoing, if the Company reasonably determines that any event of the benefits described death of the Employee during the term of his employment hereunder, the Employer shall pay to the estate of the deceased Employee as soon as practicable, but in this paragraph C may not be exempt no event more than 30 days from federal income tax, then for a period of six (6) months after the date of the Employee’s termination's death, in a single payment (i) the total amount of Base Salary that the Employee would have received through the end of the term of this Agreement and (ii) a bonus payment equal to the Bonus, if any, paid to the Employee with respect to the then most recently completed fiscal year times the number of years (pro rated for partial years) during the period commencing with the first day of the fiscal year in which the Employee died through the end of the term of this Agreement. In addition, in the event of the death of the Employee during the terms of this Agreement, (i) all stock options and restricted stock awards granted to the Employee shall pay to vest, and (ii) the Company an amount equal to the stated taxable cost estate of such coverages. After the expiration of the six-month period, the Employee shall receive from be granted a put option giving the Company estate the right to tender all or a reimbursement portion of the amounts paid shares of stock and stock options of the Employer owned by the EmployeeEmployee to the Employer as provided in Paragraph 13. Except as provided in the two immediately preceding sentences and except for the reimbursement for reasonable business expenses incurred prior to the effective date of termination, subject, however, to the provisions of Paragraph 4(e), the Employer shall have no further liability to the Employee hereunder.

Disability; Death. The Company may terminate (a) If, prior to the employment expiration or termination of the Employee Employment Period, the Executive shall be unable to perform substantially his duties by reason of disability or impairment of health for at least six consecutive calendar months, Ascent shall have the right to terminate this Agreement by giving sixty (60) days written notice to the Executive to that effect, but only if at the time such notice is given such disability or impairment is still continuing. Following the expiration of the notice period, the Employment Period shall terminate, and Ascent's payment obligations to the Executive under Section 2(a) and (b) shall terminate with the payment of the Executive's Base Salary for the month in which the Employment Period terminates and a prorated Annual Bonus through such month, and there will be no forfeiture, penalty, reduction or other adverse effect upon any vested rights or interests relating to any Fringe Benefits; provided that the Options and any other stock options granted to the -------- Executive under the Ascent option plan or any successor plan shall become fully vested and shall terminate in accordance with their terms, but in no event less than one year after such termination, notwithstanding the limitations of Section 2(d) of this Agreement. In the event of a dispute as to whether the Executive is disabled within the meaning of this paragraph (a), or the duration of any disability, either party may request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such disability arose. The cost of any such medical examinations shall be borne by Ascent. (b) If, prior to the expiration or termination of the Employment Period, the Executive shall die, Ascent shall pay to the Executive's estate his Base Salary and a prorated Annual Bonus through the end of the Term of this month in which the Executive's death occurred, at which time the Employment Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, Period shall terminate without further notice and there will be of indefinite duration no forfeiture, penalty, reduction or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees other adverse effect upon any vested rights or interests relating to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at any Fringe Benefits; provided that the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for Options and any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant other stock options -------- granted to the Family Executive under the Ascent option plan or any successor plan shall become fully vested and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months terminate one year after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration termination of the six-month periodExecutive's employment for death, notwithstanding the Employee limitations of Section 2(d) of this Agreement. (c) Nothing contained in this Section 6 shall receive from the Company a reimbursement impair or otherwise affect any rights and interests of the amounts paid Executive under any compensation plan or arrangement of Ascent which may be adopted by the EmployeeBoard.

Disability; Death. The Company may terminate the employment of the Employee (a) If, prior to the end expiration or termination of the Term of this Employment Agreement if Period, the Employee has been Executive shall be unable to perform substantially his duties hereunder by reason of disability or a similar job for a continuous period impairment of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment health for at least six (6) consecutive calendar months. The , the Company shall pay for any requested examination. However, have the right to terminate this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant Agreement by giving sixty (60) days written notice to the Family and Medical Leave Act of 1993Executive to that effect, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease but only if at the time such notice is given such disability or impairment is still continuing. Following the expiration of death the notice period, the Employment Period shall terminate, and the Company's payment obligations to the Executive under Section 2(a) and (b) shall terminate with the payment of the Executive's Base Salary for the month in which the Employment Period terminates and a prorated Annual Bonus through such month, and there will be no forfeiture, penalty, reduction or other adverse effect upon any vested rights or interests relating to any Fringe Benefits; provided that the Options and any other stock options -------- granted to the Executive under the Company option plan or any successor plan shall become fully vested and shall terminate in accordance with their terms, but in no event less than one year after such termination, notwithstanding the limitations of Section 2(d) of this Agreement. In the event of a dispute as to whether the Executive is disabled within the meaning of this paragraph (a), or the duration of any disability, providedeither party may request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, howeveror as the parties may otherwise agree, that and the Company written medical opinion of such doctor shall provide be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such healthdisability arose. The cost of any such medical examinations shall be borne by the Company. (b) If, dental and similar insurance prior to the expiration or benefits as were provided to Employee immediately before his termination by reason of death or disabilitythe Employment Period, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disabilityExecutive shall die, the Company shall pay to the Employee Executive's estate his Base Salary and a prorated Annual Bonus through the differenceend of the month in which the Executive's death occurred, if anyat which time the Employment Period shall terminate without further notice and there will be no forfeiture, between penalty, reduction or other adverse effect upon any cash benefits received by vested rights or interests relating to any Fringe Benefits; provided that the Employee from a Company-sponsored disability insurance policy Options and any other stock options -------- granted to the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, Executive under the Company option plan or any successor plan shall pay the Employee, the value of any accrued but unused vacation time, become fully vested and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months terminate one year after the date of termination of the Employee’s terminationExecutive's employment for death, notwithstanding the Employee limitations of Section 2(d) of this Agreement. (c) Nothing contained in this Section 6 shall pay to impair or otherwise affect any rights and interests of the Executive under any compensation plan or arrangement of the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid which may be adopted by the EmployeeBoard.

Disability; Death. The Company may terminate the employment of the Employee (a) If, prior to the end expiration or termination of the Term of this Employment Agreement if Period, the Employee has been Executive shall be unable to perform his duties hereunder by reason of disability or impairment of health for at least three consecutive calendar months, the Corporation shall have the right to terminate this Agreement by giving written notice to the Executive to that effect, but only if at the time such notice is given such disability or impairment is still continuing. After giving such notice, (i) the Employment Period shall terminate with the payment of the Executive’s base compensation for the month in which notice is given and the payment of a similar job for prorata portion of any bonus that would have been payable to Executive under Section 2(b) had he not become disabled, and (ii) all of the Executive’s benefits under this Agreement shall terminate, except that the Executive shall receive such accidental disability benefits to which the Executive may be entitled under the plans of the Corporation then in effect. In the event of a continuous period dispute as to whether the Executive is disabled within the meaning of six (6) months due this Section 7(a), either party may from time to time request a physical medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or mental condition thatas the parties may otherwise agree, and the written medical opinion of such doctor shall establish a presumption as to whether the Executive has become disabled and the date when such disability arose. Such presumption shall become binding and conclusive upon the parties unless, within 20 days of the date of receipt of such written medical opinion, the party disputing such opinion provides a contrary written medical opinion from two doctors appointed by the same Chief of Staff which appointed the first doctor, in which event the opinion opinions of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) monthsthe latter two doctors shall become binding and conclusive upon the parties. The Employee agrees to submit to an examination cost of any such medical examinations shall be borne by a licensed physician the Corporation, except that the Executive shall bear the cost of his choice any medical examinations sought in order to obtain such opinionrebut a presumption of disability. (b) If, prior to the expiration or termination of the Employment Period, the Executive shall die, the Corporation shall pay to the Executive’s estate his base compensation through the end of the month in which the Executive’s death occurred and a prorata portion of any bonus (if any) that would have been payable to the Executive under Section 2(b) had his death not occurred, at which time the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company Employment Period shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such terminationterminate without further notice. In addition, for all of the first six Executive’s benefits under this Agreement shall terminate, except that the Executive’s estate shall receive such accidental death benefits to which the Executive may be entitled under the plans of the Corporation then in effect. (6c) months Nothing contained in this Section 7 shall impair or otherwise affect any rights and interests of disability, the Company shall pay to Executive under any compensation plan or arrangement of the Employee the difference, if any, between any cash benefits received Corporation which may be adopted by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A Board of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any Directors of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the EmployeeCorporation.

Disability; Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement if the Employee has been unable to perform his the Employee’s duties hereunder or a similar job for a continuous period of six (6) continuous months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six within the next thirty (630) monthsdays after the examination by the licensed physician. The Employee agrees to submit to an examination by a licensed physician of his the Company’s choice in order to obtain such opinion, at the request of the Company, made after the Employee has been or likely will be absent from his place of employment work for at least six (6) months. The Company Any requested examination shall pay be paid for any requested examinationby the Company. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination "for cause". If during the Term of this Employment Agreement, the Employee dies or his the Employee’s employment is terminated because of his the Employee’s disability, all salary, benefits and other payments shall cease at the time of death or termination due to disability, provided, however, that the Company shall pay such other amounts or provide such healthother benefits required to be paid or provided to the Employee or the Employee's estate under any plan, dental and similar insurance program, policy, practice, contract, or arrangement in which the Employee or the Employee's estate is eligible to receive such payments or benefits as were provided to Employee immediately before his termination by reason of death or disabilityfrom the Company, to Employee or his family for the longer of twelve (12) months after such death or termination or the full un-expired unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such death or termination. In addition, for the first six (6) continuous months of disabilityany disability that results in the Employee being unable to perform her job duties, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 abovehereunder. At the time of any such terminationtermination for death or disability, the Company shall pay the Employee or the Employee, 's estate the value of any accrued but unused vacation timevacation, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee or the Employee's estate for the amount of any expenses incurred by the Employee prior to such death or termination by and pursuant to the Employee as required conditions and requirements under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employee.

Disability; Death. The Company may terminate the employment of the Employee (a) If, prior to the end expiration or termination of the Term of this Employment Agreement if Period, the Employee has been Executive shall be unable to perform his substantially her duties hereunder by reason of disability or a similar job for a continuous period impairment of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment health for at least six (6) consecutive calendar months. The , the Company shall pay for any requested examination. However, have the right to terminate this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant Agreement by giving sixty (60) days written notice to the Family and Medical Leave Act of 1993Executive to that effect, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease but only if at the time such notice is given such disability or impairment is still continuing. Following the expiration of death the notice period, the Employment Period shall terminate with the payment of all of the Executive's Base Salary that has accrued and has not been paid by the Company through the date the notice period expires along with a prorated Annual Bonus through such date, and there will be no forfeiture, penalty, reduction or other adverse effect upon any vested rights or interests relating to any Fringe Benefits. In the event of a dispute as to whether the Executive is disabled within the meaning of this paragraph (a), or the duration of any disability, providedeither party may request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, howeveror as the parties may otherwise agree, that and the Company written medical opinion of such doctor shall provide be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such healthdisability arose. The cost of any such medical examinations shall be borne by the Company. (b) If, dental and similar insurance prior to the expiration or benefits as were provided to Employee immediately before his termination by reason of death or disabilitythe Employment Period, to Employee or his family for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disabilityExecutive shall die, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from Executive's estate her Base Salary and a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary prorated Annual Bonus through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any end of the benefits described month in this paragraph C may not which the Executive's death occurred, at which time the Employment Period shall terminate without further notice and there will be exempt from federal income taxno forfeiture, then for a period of six (6) months penalty, reduction or other adverse effect upon any vested rights or interests relating to any Fringe Benefits; PROVIDED that upon the Executive's death the Option and any other stock options granted to the Executive under the Option Plan or any successor plan shall become fully vested and shall terminate one year after the date of termination of the Employee’s terminationExecutive's employment for death, notwithstanding the Employee limitations of Section 2(d) of this Agreement. (c) Nothing contained in this Section 6 shall pay to impair or otherwise affect any rights and interests of the Executive under any compensation plan or arrangement of the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid which may be adopted by the EmployeeBoard.

Disability; Death. The Company may terminate If on or after the employment Effective Date this Agreement is terminated as a result of the Employee Chairman’s death pursuant to Section 6(a) or his Disability pursuant to Section 6(b): (i) all unvested stock options and unvested restricted stock granted to the Chairman prior to the end Date of Termination that would have vested during the 90-day period following his death or Disability shall fully vest as of the Term Date of this Employment Agreement if Termination, and all other unvested stock options and unvested restricted stock granted to the Employee has been unable Chairman prior to perform his duties hereunder or a similar job for a continuous period the Date of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, Termination will not vest and will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees forfeited, returned to submit to an examination by a licensed physician of his choice in order to obtain such opinionthe Company and, at the request Company’s election, may be cancelled by the Company (with it being agreed and understood, for avoidance of doubt, that, if the Chairman’s death or Disability occurs prior to the Effective Date, none of the Restricted Stock that is granted and issued under this Agreement will be or become vested and all of such Restricted Stock will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company); (ii) the Company shall reimburse the Chairman, pursuant to Section 5(c) hereof, or his estate, as the case may be, for reasonable expenses incurred by the Chairman but not reimbursed by the Company prior to such termination; and (iii) the Chairman shall be entitled to such other rights, compensation and/or benefits as may be due to the Chairman in accordance with the terms and provisions of any agreements, plans or programs of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for including, without limitation, any requested examination. Howeverbonus or other compensation that, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family terms hereof or any other written agreement between the Company and Medical Leave Act the Chairman, has been earned or declared, but not yet paid or delivered to the Chairman, as of 1993, and a termination the Date of employment Termination (but shall no longer be entitled to any benefits under this paragraph C shall not be deemed to be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death or disability, provided, however, that the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family Agreement except for the longer of twelve (12) months after such termination or the full un-expired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee’s salary hereunder in accordance with paragraph A of Section 3 above. At the time of any such termination, the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. Notwithstanding the foregoing, if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall receive from the Company a reimbursement of the amounts paid by the Employeepayments specified herein).