Common use of Disability; Death Clause in Contracts

Disability; Death. During any period that the Executive fails to perform his duties hereunder as a result of his Disability, the Executive shall continue to receive his full Base Salary at the rate in effect at the beginning of such period and continue as a participant in all compensation and benefit plans in which the Executive was participating pursuant to Sections 5(b) and 5(d) until his employment is terminated pursuant to Section 7(a) or Section 7(b). Following the termination of the Executive's employment due to Disability or death, the Company shall: (i) pay to the Executive any accrued but unused vacation pay (the "Unpaid Vacation Amounts"). (ii) pay to the Executive an amount equal to the product of (x) the sum of (I) the Executive's then current Base Salary and (II) the average annual cash bonus earned by the Executive pursuant to the Annual Incentive Bonus Plan (or any successor or substitute bonus plan) during the three fiscal years immediately prior to the fiscal year in which the Date of Termination occurs (or, if three fiscal years have not elapsed from the Commencement Date through the Date of Termination, average annual cash bonus so earned by the Executive for the number of full fiscal years elapsed from the Commencement Date through the Date of Termination; or, if no full fiscal years have elapsed during such period, the Executive's target annual bonus for the year in which the Date of Termination occurs) (such sum of (I) and (II), the "Severance Payment") and (y) two (2), paid in installments at such times as Executive would normally receive payroll checks as though employed by the Company through the severance payment period. (iii) provide for the full vesting of any equity incentive awards then held by the Executive to the extent unvested as of the Date of Termination. (iv) pay to the Executive a pro rata portion to the Date of Termination of the value of the Executive's bonus for the fiscal year in which the Date of Termination occurs under the Annual Incentive Bonus Plan (or any successor or substitute bonus plan), calculated by multiplying the award that the Executive would have earned on the last day of such fiscal year, assuming achievement at target level of all performance goals established with respect to such bonus, by a fraction, the numerator of which is the number of days elapsed from the commencement of the fiscal year in which occurs the Date of Termination and the denominator of which is 365 (the "Pro Rata Bonus"). (v) for a period of one (1) year in the case of the Executive's death or two (2) years in the case of the Executive's Disability, provide the Executive with an opportunity to elect continued coverage under the Company's group health plans in accordance with Section 4980B of the Internal Revenue Code of 1986, and the Company shall bear the cost of such coverage; provided, however, that, in the case of Disability, benefits otherwise due to the Executive pursuant to this Section 9(a)(v) shall be reduced to the extent benefits of the same type are received by or made available to the Executive during the Benefit Coverage Period by a subsequent employer ("Health Benefit Coverage").

Disability; Death. During any period that If the Executive fails to perform his duties hereunder as a result of his Disability, the Executive shall continue to receive his full Base Salary at the rate in effect at the beginning of such period and continue as a participant in all compensation and benefit plans in which the Executive was participating pursuant to Sections 5(b) and 5(d) until his Executive’s employment is terminated pursuant to Section 7(a) or Section 7(b). Following the termination by reason of the Executive's employment due to his Disability or deathdeath during the Contract Period, the Company shall: (i) shall pay to the Executive or the Executive’s designated beneficiaries (or, if there is no beneficiary, to the Executive’s estate or legal representative), as the case may be, in one cash payment within 60 days after the Date of Termination, the sum of the following amounts: (a) any portion of the Base Salary that has been earned through the Date of Termination but not paid to the Executive as of the Date of Termination; (b) any accrued but unused vacation pay (the "Unpaid Vacation Amounts"). (ii) pay to the Executive an amount equal to the product of (x) the sum of (I) the Executive's then current Base Salary and (II) the average annual unpaid cash bonus incentive compensation earned by the Executive pursuant to the Annual Incentive Bonus Plan (or for any successor or substitute bonus plan) during the three fiscal years immediately year prior to the fiscal year in which the Date of Termination occurs (orand, if three fiscal years have not elapsed from the Commencement Date through the Date of Termination, average annual cash bonus so earned by the Executive for the number of full fiscal years elapsed from the Commencement Date through the Date of Termination; or, if no full fiscal years have elapsed during such period, the Executive's target annual bonus for the year in which the Date of Termination occurs) (such sum of (I) and (II), the "Severance Payment") and (y) two (2), paid in installments at such times as Executive would normally receive payroll checks as though employed by the Company through the severance payment period. (iii) provide for the full vesting of any equity incentive awards then held by the Executive to the extent unvested required to be paid under the terms of the Company policy in effect from time to time and applicable law, any accrued but unpaid vacation pay as of the Date of Termination. ; and (ivc) pay an amount representing the cash incentive compensation opportunity awarded to the Executive a pro rata portion to the Date of Termination of the value of the Executive's bonus for the fiscal year in which the Date of Termination occurs under equal to the Annual Incentive Bonus Plan (or any successor or substitute bonus plan), calculated amount of cash incentive compensation earned by multiplying the award that the Executive would have earned on the last day of such fiscal year, assuming achievement at target level of all performance goals established with respect to such bonus, the prior fiscal year multiplied by a fraction, the numerator of which is the number of days elapsed from the commencement of in the fiscal year in which occurs the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 the total number of days in such fiscal year (the "Pro Rata Bonus"such amounts in clauses (a). , (v) for a period of one (1) year in the case of the Executive's death or two (2) years in the case of the Executive's Disability, provide the Executive with an opportunity to elect continued coverage under the Company's group health plans in accordance with Section 4980B of the Internal Revenue Code of 1986b), and (c), the Company shall bear “Accrued Obligations”). Notwithstanding herein anything to the cost of such coverage; provided, however, thatcontrary, in the case of a Termination by reason of Disability or death, the Executive (in the case of Disability) and his dependents shall have health insurance paid for by the Company for a one-year period after the Date of Termination. In the event of Termination under this Section 7.1, benefits otherwise due all other benefits, payments or compensation to be provided to the Executive pursuant to this Section 9(a)(v) hereunder shall terminate, but the Executive shall be reduced entitled to any benefits accrued and earned in accordance with the terms of any applicable benefit plans and programs of the Company and, as set forth in Section 4.3, any Restrictions with respect to any Units outstanding and held by the Executive on the Date of Termination shall terminate as of the Date of Termination, and all such Units shall be fully vested, in the case of any options to purchase Units, exercisable and, shall remain in effect and exercisable through the end of their respective terms, without regard to the extent benefits of the same type are received by or made available to the Executive during the Benefit Coverage Period by a subsequent employer ("Health Benefit Coverage")Termination.

Disability; Death. During any period that If during the Term of Employment the Executive’s employment shall be terminated by the Company due the Executive’s Disability pursuant to Section 4(a), or due to the Executive’s Death pursuant to Section 4(b), the Company shall pay to the Executive fails (or his estate, as applicable) (i) his accrued but unpaid Base Salary and accrued but unused vacation time up to perform his duties hereunder as a result the date of his Disability, termination (the Executive shall continue “Accrued Obligations”); (ii) an amount equal to receive his full one (1) year of the Executive’s Base Salary at the rate in effect at as of the beginning of such period and continue as a participant in all compensation and benefit plans in which the Executive was participating pursuant to Sections 5(b) and 5(d) until his employment is terminated pursuant to Section 7(a) or Section 7(b). Following the termination effective date of the Executive's ’s termination of employment due to Disability or death, the Company shall: (i) pay to the Executive any accrued but unused vacation pay (the "Unpaid Vacation Amounts"“Termination Date”). (ii) pay to the Executive an amount equal to the product of (x) the sum of (I) the Executive's then current Base Salary and (II) the average annual cash bonus earned by the Executive pursuant to the Annual Incentive Bonus Plan (or any successor or substitute bonus plan) during the three fiscal years immediately prior to the fiscal year in which the Date of Termination occurs (or, if three fiscal years have not elapsed from the Commencement Date through the Date of Termination, average annual cash bonus so earned by the Executive for the number of full fiscal years elapsed from the Commencement Date through the Date of Termination; or, if no full fiscal years have elapsed during such period, the Executive's target annual bonus for the year in which the Date of Termination occurs) (such sum of (I) and (II), the "Severance Payment") and (y) two (2), paid in installments at such times as Executive would normally receive payroll checks as though employed by the Company through the severance payment period. (iii) provide for the full vesting of any equity incentive awards then held by the Executive to the extent unvested as of the Date of Termination. (iv) pay to the Executive a pro rata portion to the Date of Termination of the value of the Executive's bonus for the fiscal year in which the Date of Termination occurs under the Annual Incentive Bonus Plan (or any successor or substitute bonus plan)Bonus, calculated by multiplying the award if any, that the Executive would have earned on received had he remained employed with the last day of such fiscal yearCompany through the Expiration Date, assuming achievement at target level of all performance goals established with respect to such bonus, multiplied by a fraction, the numerator of which is the number of days elapsed from the commencement of Executive was actually employed in the fiscal year in which occurs the year of the Termination Date of Termination and the denominator of which is 365 (the "Pro Rata “Pro-Rated Bonus"”). , provided that the Company and/or the Executive have met the performance objectives under the applicable plan, as determined by the Company; (iv) any unpaid Bonus from the prior fiscal year (the “Prior Year Bonus”); (v) the Special Bonus, if unpaid, (together with the Pro-Rated Bonus and the Prior Year Bonus referred to collectively as the “Bonus Payments”); and (vi) in the case of a termination due to Executive’s Disability, if Executive timely elects to continue his health and/or dental insurance coverage pursuant to COBRA, that portion of the COBRA premium that it would pay if Executive were an active employee with the same type of coverage (the “COBRA Premiums”), for a period of one (1) year in from the case Termination Date (or if earlier, the date Executive is eligible for comparable coverage with a subsequent employer). The foregoing amounts (with the exception of the Executive's death or two (2COBRA Premiums, which shall be paid by the Company to the insurance carriers) years shall be paid in a lump-sum on the case of first regularly scheduled payroll date following the Executive's Disability, provide the Executive with an opportunity to elect continued coverage under the Company's group health plans in accordance with Section 4980B of the Internal Revenue Code of 1986, and Termination Date. Thereafter the Company shall bear the cost of such coverage; provided, however, that, in the case of Disability, benefits otherwise due have no further obligation to the Executive under this Agreement. Any amounts paid by the Company for the COBRA Premiums under this Agreement shall be recorded as additional income pursuant to this Section 9(a)(v) shall be reduced to the extent benefits 6041 of the same type are received by or made available Code, and shall not be entitled to the Executive during the Benefit Coverage Period by a subsequent employer ("Health Benefit Coverage")any tax qualified treatment.

Disability; Death. During any period that (a) If, prior to the Executive fails to perform his duties hereunder as a result expiration or termination of his Disabilitythe Employment Period, the Executive shall continue be unable to receive perform substantially his full 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 at for the rate 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 at upon any vested rights or interests relating to any Fringe Benefits. In the beginning 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 period doctor shall be conclusive and continue 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 participant in all compensation and benefit plans prorated Annual Bonus through the end of the month in which the Executive's death occurred, at which time the Employment Period shall terminate without further notice 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 was participating pursuant to Sections 5(b) under the Ascent option plan or any successor plan shall become fully vested and 5(d) until his employment is terminated pursuant to Section 7(a) or Section 7(b). Following shall terminate one year after the date of termination of the Executive's employment due to Disability or for death, notwithstanding the Company shall: (ilimitations of Section 2(e) pay to the Executive any accrued but unused vacation pay (the "Unpaid Vacation Amounts")of this Agreement. (iic) pay to Nothing contained in this Section 6 shall impair or otherwise affect any rights and interests of the Executive an amount equal to the product under any compensation plan or arrangement of (x) the sum of (I) the Executive's then current Base Salary and (II) the average annual cash bonus earned Ascent which may be adopted by the Executive pursuant to the Annual Incentive Bonus Plan (or any successor or substitute bonus plan) during the three fiscal years immediately prior to the fiscal year in which the Date of Termination occurs (or, if three fiscal years have not elapsed from the Commencement Date through the Date of Termination, average annual cash bonus so earned by the Executive for the number of full fiscal years elapsed from the Commencement Date through the Date of Termination; or, if no full fiscal years have elapsed during such period, the Executive's target annual bonus for the year in which the Date of Termination occurs) (such sum of (I) and (II), the "Severance Payment") and (y) two (2), paid in installments at such times as Executive would normally receive payroll checks as though employed by the Company through the severance payment periodBoard. (iii) provide for the full vesting of any equity incentive awards then held by the Executive to the extent unvested as of the Date of Termination. (iv) pay to the Executive a pro rata portion to the Date of Termination of the value of the Executive's bonus for the fiscal year in which the Date of Termination occurs under the Annual Incentive Bonus Plan (or any successor or substitute bonus plan), calculated by multiplying the award that the Executive would have earned on the last day of such fiscal year, assuming achievement at target level of all performance goals established with respect to such bonus, by a fraction, the numerator of which is the number of days elapsed from the commencement of the fiscal year in which occurs the Date of Termination and the denominator of which is 365 (the "Pro Rata Bonus"). (v) for a period of one (1) year in the case of the Executive's death or two (2) years in the case of the Executive's Disability, provide the Executive with an opportunity to elect continued coverage under the Company's group health plans in accordance with Section 4980B of the Internal Revenue Code of 1986, and the Company shall bear the cost of such coverage; provided, however, that, in the case of Disability, benefits otherwise due to the Executive pursuant to this Section 9(a)(v) shall be reduced to the extent benefits of the same type are received by or made available to the Executive during the Benefit Coverage Period by a subsequent employer ("Health Benefit Coverage").

Disability; Death. During any period that the Executive fails to perform his duties hereunder as a result of his Disability, the Executive shall continue to receive his full Base Salary at the rate in effect at the beginning of such period and continue as a participant in all compensation and benefit plans in which the Executive was participating pursuant to Sections 5(b) and 5(d) until his employment is terminated pursuant to Section 7(a) or Section 7(b). Following the termination of the Executive's employment due to Disability or death, the Company shall: (i) pay to the Executive any accrued but unused vacation pay (the "Unpaid Vacation Amounts"). (ii) pay to the Executive an amount equal to the product of (x) the sum of (I) the Executive's then current Base Salary and (II) the average annual cash bonus earned by the Executive pursuant to the Annual Incentive Bonus Plan (or any successor or substitute bonus plan) during the three fiscal years immediately prior to the fiscal year in which the Date of Termination occurs (or, if three fiscal years have not elapsed from the Commencement Date through the Date of Termination, average annual cash bonus so earned by the Executive for the number of full fiscal years elapsed from the Commencement Date through the Date of Termination; or, if no full fiscal years have elapsed during such period, the Executive's target annual bonus for the year in which the Date of Termination occurs) (such sum of (I) and (II), the "Severance Payment") and (y) two one and one-half (21.5), paid in installments at such times as Executive would normally receive payroll checks as though employed by the Company through the severance payment period. (iii) provide for the full vesting of any equity incentive awards then held by the Executive to the extent unvested as of the Date of Termination. (iv) pay to the Executive a pro rata portion to the Date of Termination of the value of the Executive's bonus for the fiscal year in which the Date of Termination occurs under the Annual Incentive Bonus Plan (or any successor or substitute bonus plan), calculated by multiplying the award that the Executive would have earned on the last day of such fiscal year, assuming achievement at target level of all performance goals established with respect to such bonus, by a fraction, the numerator of which is the number of days elapsed from the commencement of the fiscal year in which occurs the Date of Termination and the denominator of which is 365 (the "Pro Rata Bonus"). (v) for a period of one (1) year in the case of the Executive's death or two (2) years in the case of the Executive's Disability, provide the Executive with an opportunity to elect continued coverage under the Company's group health plans in accordance with Section 4980B of the Internal Revenue Code of 1986, and the Company shall bear the cost of such coverage; provided, however, that, in the case of Disability, benefits otherwise due to the Executive pursuant to this Section 9(a)(v) shall be reduced to the extent benefits of the same type are received by or made available to the Executive during the Benefit Coverage Period by a subsequent employer ("Health Benefit Coverage").

Disability; Death. During any period that the Executive fails to perform his duties hereunder as a result of his a Disability, the Executive shall continue to be entitled to receive his full Base Salary at as set forth (and subject to the rate conditions) in effect at the beginning of such period and continue as a participant in all compensation and benefit plans in which the Executive was participating pursuant to Sections 5(bSection 5(a) and 5(dhis full Bonus as set forth (and subject to the conditions) in Section 5(b) until his employment is terminated pursuant to Section 7(a6(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 7(b). Following the termination of the Executive's employment 6(b) or due to Disability or deathExecutive’s death pursuant to Section 6(a), then the Company shall:following shall apply. (i) The Company (A) as soon as practicable following the Date of Termination shall pay to Executive or his estate, as the Executive any case may be, a lump sum payment equal to his unpaid Base Salary and, subject to Company policy, accrued but unused vacation pay through the Date of Termination and (B) subject to the "Unpaid Vacation Amounts")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) pay Subject to the Executive an amount equal to Qualifying Conditions, on the product Entitlement Commencement Date, such unvested portion of (x) the sum of (I) the Executive's then current Base Salary and (II) the average annual cash bonus earned by the Executive pursuant to the Annual Incentive any Bonus Plan (or any successor or substitute bonus plan) Award Restricted Stock that would have vested during the three fiscal years immediately prior to the fiscal year in which ninety (90) day period following the Date of Termination occurs if employment had continued for such ninety (or, if three fiscal years have not elapsed from the Commencement Date through the Date of Termination, average annual cash bonus so earned by the Executive for the number of full fiscal years elapsed from the Commencement Date through the Date of Termination; or, if no full fiscal years have elapsed during such period, the Executive's target annual bonus for the year in which the Date of Termination occurs90) (such sum of (I) and (II), the "Severance Payment") and (y) two (2), paid in installments at such times as Executive would normally receive payroll checks as though employed by the Company through the severance payment periodday period shall fully vest. (iii) provide Subject to the Qualifying Conditions, on the Entitlement Commencement Date, a percentage of the Hire Award Restricted Stock shall vest equal to (A) the percentage of the time period from the Effective Date through the last scheduled vesting date for the full vesting Hire Award Restricted Stock that had elapsed as of any equity incentive awards then held by the Executive to Date of Termination less (B) the extent unvested percentage of the Hire Award Restricted Stock that had otherwise vested as of the Date of Termination. (iv) pay to the Executive a pro rata portion to If the Date of Termination occurred prior to the end of the value Performance Period (as defined in Exhibit A attached hereto) for the LTIP, then, subject to the Qualifying Conditions, on the Entitlement Commencement Date, Executive shall be entitled to receive the Pro Rata Percentage (as hereinafter defined) of the Executive's bonus for number of shares of the fiscal year in which the Date of Termination occurs under the Annual Incentive Bonus Plan (or any successor or substitute bonus plan), calculated by multiplying the award Company’s common stock that the Executive would have earned been entitled to receive pursuant to the LTIP if the Performance Period had ended on the last day of such fiscal year, assuming achievement at target level of all performance goals established with respect to such bonus, by a fraction, the numerator of which is the number of days elapsed from the commencement of the fiscal year in which occurs the Date of Termination and performance was measured based on the denominator level of achievement of the LTIP Components set forth in Exhibit A attached hereto, which is 365 (the "shares shall be fully vested upon grant. As used in this Section 8(a), “Pro Rata Bonus"). (v) for a period of one (1) year in Percentage” means the case percentage of the Executive's death or two (2) years in the case Performance Period that had elapsed as of the Executive's Disability, provide the Executive with an opportunity to elect continued coverage under the Company's group health plans in accordance with Section 4980B Date of the Internal Revenue Code of 1986, and the Company shall bear the cost of such coverage; provided, however, that, in the case of Disability, benefits otherwise due to the Executive pursuant to this Section 9(a)(v) shall be reduced to the extent benefits of the same type are received by or made available to the Executive during the Benefit Coverage Period by a subsequent employer ("Health Benefit Coverage")Termination.

Disability; Death. During any period that If the Executive fails to perform his duties hereunder as a result of his Disability, the Executive shall continue to receive his full Base Salary at the rate in effect at the beginning of such period and continue as a participant in all compensation and benefit plans in which the Executive was participating pursuant to Sections 5(b) and 5(d) until his Executive’s employment is terminated pursuant to Section 7(a) or Section 7(b). Following the termination by reason of the Executive's employment due to his Disability or deathdeath during the Contract Period, the Company shall: (i) shall pay to the Executive or the Executive’s designated beneficiaries (or, if there is no beneficiary, to the Executive’s estate or legal representative), as the case may be, in one cash payment within 60 days after the Date of Termination, the sum of the following amounts: (a) any portion of the Base Salary that has been earned through the Date of Termination but not paid to the Executive as of the Date of Termination; (b) any accrued but unused vacation pay (the "Unpaid Vacation Amounts"). (ii) pay to the Executive an amount equal to the product of (x) the sum of (I) the Executive's then current Base Salary and (II) the average annual unpaid cash bonus incentive compensation earned by the Executive pursuant to the Annual Incentive Bonus Plan (or for any successor or substitute bonus plan) during the three fiscal years immediately year prior to the fiscal year in which the Date of Termination occurs (orand, if three fiscal years have not elapsed from the Commencement Date through the Date of Termination, average annual cash bonus so earned by the Executive for the number of full fiscal years elapsed from the Commencement Date through the Date of Termination; or, if no full fiscal years have elapsed during such period, the Executive's target annual bonus for the year in which the Date of Termination occurs) (such sum of (I) and (II), the "Severance Payment") and (y) two (2), paid in installments at such times as Executive would normally receive payroll checks as though employed by the Company through the severance payment period. (iii) provide for the full vesting of any equity incentive awards then held by the Executive to the extent unvested required to be paid under the terms of the Company policy in effect, from time to time and applicable law, any accrued but unpaid vacation pay as of the Date of Termination. ; and (ivc) pay an amount representing the cash incentive compensation opportunity awarded to the Executive a pro rata portion to the Date of Termination of the value of the Executive's bonus for the fiscal year in which the Date of Termination occurs under equal to the Annual Incentive Bonus Plan (or any successor or substitute bonus plan), calculated amount of cash incentive compensation earned by multiplying the award that the Executive would have earned on the last day of such fiscal year, assuming achievement at target level of all performance goals established with respect to such bonus, the prior fiscal year multiplied by a fraction, the numerator of which is the number of days elapsed from the commencement of in the fiscal year in which occurs the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 the total number of days in such fiscal year (the "Pro Rata Bonus"such amounts in clauses (a). , (v) for a period of one (1) year in the case of the Executive's death or two (2) years in the case of the Executive's Disability, provide the Executive with an opportunity to elect continued coverage under the Company's group health plans in accordance with Section 4980B of the Internal Revenue Code of 1986b), and (c), the Company shall bear “Accrued Obligations”). Notwithstanding herein anything to the cost of such coverage; provided, however, thatcontrary, in the case of a Termination by reason of Disability or death, the Executive (in the case of Disability) and his dependents shall have health insurance paid for by the Company for a one-year period after the Date of Termination. In the event of Termination under this Section 7.1, benefits otherwise due all other benefits, payments or compensation to be provided to the Executive pursuant to this Section 9(a)(v) hereunder shall terminate, but the Executive shall be reduced entitled to any benefits accrued and earned in accordance with the terms of any applicable benefit plans and programs of the Company and, as set forth in Section 4.3, any Restrictions with respect to any Units outstanding and held by the Executive on the Date of Termination shall terminate as of the Date of Termination, and all such Units shall be fully vested, in the case of any options to purchase Units, exercisable and, shall remain in effect and exercisable through the end of their respective terms, without regard to the extent benefits of the same type are received by or made available to the Executive during the Benefit Coverage Period by a subsequent employer ("Health Benefit Coverage")Termination.

Disability; Death. During any period that If during the Term of Employment the Executive’s employment shall be terminated by the Company due the Executive’s Disability pursuant to Section 4(a), or due to the Executive’s Death pursuant to Section 4(b), the Company shall pay to the Executive fails (or his estate, as applicable) (i) his accrued but unpaid Base Salary and accrued but unused vacation time up to perform his duties hereunder as a result the date of his Disabilitytermination, plus any unreimbursed business expenses (the Executive shall continue “Accrued Obligations”); (ii) an amount equal to receive his full one (1) year of the Executive’s Base Salary at the rate in effect at as of the beginning effective date of such period and continue as a participant in all compensation and benefit plans in which the Executive was participating pursuant to Sections 5(b) and 5(d) until Executive’s termination of employment (the “Termination Date”), but not lower than his employment is terminated Base Salary pursuant to Section 7(a) or Section 7(b3(a). Following the termination of the Executive's employment due to Disability or death, the Company shall: (i) pay to the Executive any accrued but unused vacation pay (the "Unpaid Vacation Amounts"). (ii) pay to the Executive an amount equal to the product of (x) the sum of (I) the Executive's then current Base Salary and (II) the average annual cash bonus earned by the Executive pursuant to the Annual Incentive Bonus Plan (or any successor or substitute bonus plan) during the three fiscal years immediately prior to the fiscal year in which the Date of Termination occurs (or, if three fiscal years have not elapsed from the Commencement Date through the Date of Termination, average annual cash bonus so earned by the Executive for the number of full fiscal years elapsed from the Commencement Date through the Date of Termination; or, if no full fiscal years have elapsed during such period, the Executive's target annual bonus for the year in which the Date of Termination occurs) (such sum of (I) and (II), the "Severance Payment") and (y) two (2), paid in installments at such times as Executive would normally receive payroll checks as though employed by the Company through the severance payment period. (iii) provide for the full vesting of any equity incentive awards then held by the Executive to the extent unvested as of the Date of Termination. (iv) pay to the Executive a pro rata portion to the Date of Termination of the value of the Executive's bonus for the fiscal year in which the Date of Termination occurs under the Annual Incentive Bonus Plan (or any successor or substitute bonus plan), calculated by multiplying the award that the Executive would have earned on received had he remained employed with the last day Company through the end of such the fiscal year, assuming achievement at target level of all performance goals established with respect to such bonus, multiplied by a fraction, the numerator of which is the number of days elapsed from the commencement of Executive was actually employed in the fiscal year in which occurs the year of the Termination Date of Termination and the denominator of which is 365 365, calculated based on fifty percent (50%) of Executive’s Base Salary at the rate in effect as of the Termination Date, provided, that for fiscal year ending December 31, 2013, such Bonus shall be calculated based on the greater of the foregoing or the second highest bonus paid to any employee of the Company (including its subsidiaries) (the "Pro Rata “Pro-Rated Bonus"”). ; (iv) any unpaid Bonus from the prior fiscal year (the “Prior Year Bonus”); (v) the Special Bonus, if unpaid, (together with the Pro-Rated Bonus and the Prior Year Bonus referred to collectively as the “Bonus Payments”); and (vi) in the case of a termination due to Executive’s Disability, if Executive timely elects to continue his health and/or dental insurance coverage pursuant to COBRA, that portion of the COBRA premium that it would pay if Executive were an active employee with the same type of coverage (the “COBRA Premiums”), for a period of one (1) year in from the case Termination Date (or if earlier, the date Executive is eligible for comparable coverage with a subsequent employer). The foregoing amounts (with the exception of the Executive's death or two (2COBRA Premiums, which shall be paid by the Company to the insurance carriers) years shall be paid in a lump-sum on the case of first regularly scheduled payroll date following the Executive's Disability, provide the Executive with an opportunity to elect continued coverage under the Company's group health plans in accordance with Section 4980B of the Internal Revenue Code of 1986, and Termination Date. Thereafter the Company shall bear the cost of such coverage; provided, however, that, in the case of Disability, benefits otherwise due have no further obligation to the Executive under this Agreement. Any amounts paid by the Company for the COBRA Premiums under this Agreement shall be recorded as additional income pursuant to this Section 9(a)(v) shall be reduced to the extent benefits 6041 of the same type are received by or made available Code, and shall not be entitled to the Executive during the Benefit Coverage Period by a subsequent employer ("Health Benefit Coverage")any tax qualified treatment.

Disability; Death. During any period that If during the Term of Employment the Executive’s employment shall be terminated by the Company due the Executive’s Disability pursuant to Section 4(a), or due to the Executive’s Death pursuant to Section 4(b), the Company shall pay to the Executive fails (or his estate, as applicable) (i) his accrued but unpaid Base Salary and accrued but unused vacation time up to perform his duties hereunder as a result the date of his Disabilitytermination, plus any unreimbursed business expenses (the Executive shall continue “Accrued Obligations”); (ii) an amount equal to receive his full one (1) year of the Executive’s Base Salary at the rate in effect at as of the beginning effective date of such period and continue as a participant in all compensation and benefit plans in which the Executive was participating pursuant to Sections 5(b) and 5(d) until Executive’s termination of employment (the “Termination Date”), but not lower than his employment is terminated Base Salary pursuant to Section 7(a) or Section 7(b3(a). Following the termination of the Executive's employment due to Disability or death, the Company shall: (i) pay to the Executive any accrued but unused vacation pay (the "Unpaid Vacation Amounts"). (ii) pay to the Executive an amount equal to the product of (x) the sum of (I) the Executive's then current Base Salary and (II) the average annual cash bonus earned by the Executive pursuant to the Annual Incentive Bonus Plan (or any successor or substitute bonus plan) during the three fiscal years immediately prior to the fiscal year in which the Date of Termination occurs (or, if three fiscal years have not elapsed from the Commencement Date through the Date of Termination, average annual cash bonus so earned by the Executive for the number of full fiscal years elapsed from the Commencement Date through the Date of Termination; or, if no full fiscal years have elapsed during such period, the Executive's target annual bonus for the year in which the Date of Termination occurs) (such sum of (I) and (II), the "Severance Payment") and (y) two (2), paid in installments at such times as Executive would normally receive payroll checks as though employed by the Company through the severance payment period. (iii) provide for the full vesting of any equity incentive awards then held by the Executive to the extent unvested as of the Date of Termination. (iv) pay to the Executive a pro rata portion to the Date of Termination of the value of the Executive's bonus for the fiscal year in which the Date of Termination occurs under the Annual Incentive Bonus Plan (or any successor or substitute bonus plan), calculated by multiplying the award that the Executive would have earned on received had he remained employed with the last day Company through the end of such the fiscal year, assuming achievement at target level of all performance goals established with respect to such bonus, multiplied by a fraction, the numerator of which is the number of days elapsed from the commencement of Executive was actually employed in the fiscal year in which occurs the year of the Termination Date of Termination and the denominator of which is 365 365, calculated based on one hundred percent (100%) of Executive’s Base Salary at the rate in effect as of the Termination Date, provided, that for fiscal year ending December 31, 2013, such Bonus shall be calculated based on the greater of the foregoing or the highest bonus paid to any employee of the Company (including its subsidiaries) (the "Pro Rata “Pro-Rated Bonus"”). ; (iv) any unpaid Bonus from the prior fiscal year (the “Prior Year Bonus”); (v) the Special Bonus, if unpaid, (together with the Pro-Rated Bonus and the Prior Year Bonus referred to collectively as the “Bonus Payments”); and (vi) in the case of a termination due to Executive’s Disability, if Executive timely elects to continue his health and/or dental insurance coverage pursuant to COBRA, that portion of the COBRA premium that it would pay if Executive were an active employee with the same type of coverage (the “COBRA Premiums”), for a period of one (1) year in from the case Termination Date (or if earlier, the date Executive is eligible for comparable coverage with a subsequent employer). The foregoing amounts (with the exception of the Executive's death or two (2COBRA Premiums, which shall be paid by the Company to the insurance carriers) years shall be paid in a lump-sum on the case of first regularly scheduled payroll date following the Executive's Disability, provide the Executive with an opportunity to elect continued coverage under the Company's group health plans in accordance with Section 4980B of the Internal Revenue Code of 1986, and Termination Date. Thereafter the Company shall bear the cost of such coverage; provided, however, that, in the case of Disability, benefits otherwise due have no further obligation to the Executive under this Agreement. Any amounts paid by the Company for the COBRA Premiums under this Agreement shall be recorded as additional income pursuant to this Section 9(a)(v) shall be reduced to the extent benefits 6041 of the same type are received by or made available Code, and shall not be entitled to the Executive during the Benefit Coverage Period by a subsequent employer ("Health Benefit Coverage")any tax qualified treatment.

Disability; Death. During any period that the Executive fails to perform his duties hereunder as a result of his Disability, the Executive shall continue to receive his full Base Salary at the rate in effect at the beginning of such period and continue as a participant in all compensation and benefit plans in which the Executive was participating pursuant to Sections 5(b) and 5(d) until his employment is terminated pursuant to Section 7(a) or Section 7(b). Following the termination of the Executive's employment due to Disability or death, the Company NLASCO shall: (i) pay to the Executive any accrued but unused vacation pay (the "Unpaid Vacation Amounts").; (ii) pay to the Executive an amount equal to the product of (x) the sum of (I) the Executive's then current Base Salary and (II) the average annual cash bonus earned by the Executive pursuant Executive's pro rata portion to the Annual Incentive Bonus Plan (or any successor or substitute Date of Termination of the value of the Executive's bonus plan) during the three fiscal years immediately prior to for the fiscal year in which the Date of Termination occurs (or, if three fiscal years have not elapsed from the Commencement Date through the Date of Termination, average annual cash bonus so earned by the Executive for the number of full fiscal years elapsed from the Commencement Date through the Date of Termination; or, if no full fiscal years have elapsed during such period, the Executive's target annual bonus for the year in which the Date of Termination occurs) (such sum of (I) and (II), the "Severance Payment") and (y) two (2), paid in installments at such times as Executive would normally receive payroll checks as though employed by the Company NLASCO through the severance payment period.; (iii) provide for the full vesting of any equity incentive awards then held by the Executive to the extent unvested as of the Date of Termination.; (iv) pay to the Executive a pro rata portion to the Date of Termination of the value of the Executive's bonus for the fiscal year in which the Date of Termination occurs under the Annual Incentive Bonus Plan an annual incentive bonus plan adopted by NLASCO (or any successor or substitute bonus planplan thereto), calculated by multiplying the award that the Executive would have earned on the last day of such fiscal year, assuming achievement at target level of all performance goals established with respect to such bonus, by a fraction, the numerator of which is the number of days elapsed from the commencement of the fiscal year in which occurs the Date of Termination and the denominator of which is 365 (the "Pro Rata Bonus").; and (v) for a period of one (1) year (the "Benefit Coverage Period") in the case of the Executive's death or two (2) years in the case of the Executive's Disability, provide the Executive with an opportunity to elect continued COBRA benefits for the equivalent medical and dental benefit coverage under received by the Company's group health plans in accordance with Section 4980B Executive at the Date of the Internal Revenue Code of 1986Termination, and the Company NLASCO shall bear the cost of such coverage; provided, however, that, in the case of Disability, benefits otherwise due to the Executive pursuant to this Section 9(a)(v) shall be reduced to the extent benefits of the same type are received by or made available to the Executive during the Benefit Coverage Period by a subsequent employer ("Health Benefit Coverage").

Disability; Death. During any period that the Executive fails to perform his duties hereunder as a result of his a Disability, the Executive shall continue to be entitled to receive his full Base Salary at as set forth (and subject to the rate conditions) in effect at Section 5(a) above and his full Bonus as set forth (and subject to the beginning of such period and continue as a participant conditions) in all compensation and benefit plans in which the Executive was participating pursuant to Sections Section 5(b) and 5(d) above until his employment is terminated pursuant to Section 7(a6(b) above or otherwise as provided herein. In addition, if on or after the Effective Date Executive’s employment is terminated for Disability pursuant to Section 7(b). Following the termination of the Executive's employment 6(b) above or due to Disability or deathExecutive’s death pursuant to Section 6(a) above, then the Company shall:following shall apply. (i) The Company shall (A) as soon as practicable following the Date of Termination pay to Executive or his estate, as the Executive any case may be, a lump sum payment equal to his unpaid Base Salary and, subject to Company policy, accrued but unused vacation pay through the Date of Termination and (B) subject to the "Unpaid Vacation Amounts")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 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) pay Subject to the Qualifying Conditions, on the Entitlement Commencement Date all unvested stock options granted to Executive an amount equal to the product of (x) the sum of (I) the Executive's then current Base Salary and (II) the average annual cash bonus earned by the Executive pursuant to the Annual Incentive Bonus Plan (or any successor or substitute bonus plan) that would have vested during the three fiscal years immediately prior to the fiscal year in which 90-day period following the Date of Termination occurs (or, if three fiscal years have not elapsed from and in any event on or prior to the Commencement End of Term Date through the Date of Termination, average annual cash bonus so earned by the Executive for the number of full fiscal years elapsed from the Commencement Date through the Date of Termination; or, if no full fiscal years have elapsed during such period, the Executive's target annual bonus for the year in which the Date of Termination occurs) (such sum of (I) and (II), the "Severance Payment") and (y) two (2), paid in installments at such times as Executive would normally receive payroll checks as though employed by the Company through the severance payment periodshall fully vest. (iii) provide Subject to the Qualifying Conditions, on the Entitlement Commencement Date, a percentage of the Restricted Stock shall vest equal to (A) the percentage of the time period from the Effective Date through the scheduled vesting date for the full vesting Restricted Stock that had elapsed as of any equity incentive awards then held by the Executive to Date of Termination less (B) the extent unvested percentage of the Restricted Stock that had otherwise vested as of the Date of Termination. (iv) pay All other unvested stock options and unvested shares of the Company’s restricted stock granted to the Executive a pro rata portion prior to the Date of Termination of will not vest and will be forfeited, returned to the value of Company and, at the Executive's bonus for Company’s election, may be cancelled by the fiscal year in which the Date of Termination occurs under the Annual Incentive Bonus Plan (or any successor or substitute bonus plan), calculated by multiplying the award that the Executive would have earned on the last day of such fiscal year, assuming achievement at target level of all performance goals established with respect to such bonus, by a fraction, the numerator of which is the number of days elapsed from the commencement of the fiscal year in which occurs the Date of Termination and the denominator of which is 365 (the "Pro Rata Bonus")Company. (v) Subject to the Qualifying Conditions, during the 90-day period following the Date of Termination or, if earlier, through the End of Term Date, the Company shall maintain in full force and effect, for a period the continued benefit of one Executive (1if his employment is terminated for Disability) year and Executive’s spouse and dependents (subject to their qualifying therefor) 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, without limitation, contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that, if Executive, his spouse or his dependents (subject to their qualifying therefor) cannot continue to participate in the case Company programs providing such benefits, the Company shall (subject to the next following sentence) arrange to provide Executive (if his employment is terminated for Disability) and Executive’s spouse and dependents (subject to their qualifying therefor) with the economic equivalent of such benefits that they otherwise would have been entitled to receive under such plans and programs. The Company shall only be obligated to pay or incur an aggregate amount up to $30,000 per annum (pro rated for any period less than a year) in so arranging to provide Executive (if his employment is terminated for Disability) and Executive’s spouse and dependents (subject to their qualifying therefor) with the Executive's death economic equivalent of such benefits that they otherwise would have been entitled to receive under such plans and programs. (vi) The Company shall reimburse Executive or two (2) years in his estate, as the case may be, pursuant to Section 5(d) above, for reasonable expenses incurred by Executive, but not reimbursed, prior to the Date of the Executive's DisabilityTermination. (vii) Executive or his estate or named beneficiaries shall be entitled to such other rights, provide the compensation and/or benefits as may be due to Executive with an opportunity to elect continued coverage under the Company's group health plans or his estate or named beneficiaries in accordance with Section 4980B the terms and provisions of any other agreements, plans or programs of the Internal Revenue Code of 1986, and the Company shall bear the cost of such coverage; (provided, however, that, in the case of Disability, benefits otherwise due to the Executive pursuant to this Section 9(a)(v) shall be reduced to the extent benefits that any such agreement, plan or program makes provision with respect to any of the same type are received by or made available matters referred to in the Executive during foregoing clauses (i) through (vi), the Benefit Coverage Period by a subsequent employer ("Health Benefit Coverage"provisions of such clauses shall supersede and govern).