Common use of Disability or Death Clause in Contracts

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s employment not terminated, Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period disabled (within the meaning of six (6) consecutive months or for an aggregate Section 409A of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties the Internal Revenue Code (such incapacity is hereinafter referred to as “Disability”)). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement, and the AgreementCompany shall bear the costs of retaining the independent physician. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any the Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 hereof for the Fiscal Year in which such year termination occurs, based upon HCA’s actual results for the year of termination and the percentage of the calendar year Fiscal Year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 4 had the Executive’s employment not terminated, terminated (a “Prorated Bonus”). Following Executives Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b)7(b)(ii) or the Equity Agreements, Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreementfrom the Company or any of its affiliates.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company Group if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company Group cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the CompanyCompany Group. If Executive and the Company Group cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company Group and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 4 had the Executive’s employment not terminated, terminated (the “Pro-Rata Bonus”). Following Executives Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b8(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder during the Employment Term for either Disability or death, Executive Executive, Executive’s estate or Executive’s estate beneficiaries under the terms of any benefit plan (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s employment not terminated, . Following Executives Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b7(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the this Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued RightsObligations; and (B) a pro pro-rata portion of any the Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 4 had the Executive’s employment not terminated, terminated (the “Pro-Rata Bonus”). Following Executives Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b8(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder during the Employment Term for either Disability or death, Executive Executive, Executive’s estate or Executive’s estate beneficiaries under the terms of any benefit plan (as the case may be) shall be entitled to receive: (A) the Accrued RightsRights within thirty (30) days of termination; and (B) a pro rata portion of any Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s employment not terminated, . Following Executives Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b7(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by KRATON if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”); provided that a termination of employment on the basis of a Disability must occur within 90 days of the date when Executive is subject to termination due to Disability. Any question as to the existence of the Disability of Executive as to which Executive and the Company KRATON cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the CompanyKRATON. If Executive and the Company KRATON cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) at the times set forth in Section 7(a)(iii) hereof, the Accrued Rights; andObligations; (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 4(a) hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s employment not terminated, . Following Executives Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b7(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreementin the nature of severance or termination pay or in connection with the termination of his employment.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and or if Executive becomes physically or mentally incapacitated and is therefore unable to perform Executive's duties for a period in excess of six one hundred twenty (6120) consecutive months days or for an aggregate of nine more than one hundred eighty (9180) months days in any twenty-four consecutive twelve (2412) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability physical or mental incapacitation of Executive as to which Executive or his representative and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement, and all costs incurred by Executive and/or the Company that are related to such determination shall be paid by the party incurring such costs. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated, . (iii) Following Executives Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) 24 consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for due to either Disability death or deathDisability, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; (B) the Continued Medical Benefits, if applicable; and (BC) a pro rata portion of any lump sum payment equal to Executive's Target Annual Bonus that for the Executive would have been entitled to receive pursuant to Section 4 hereof fiscal year in such year based upon which the percentage of the calendar year that shall have elapsed through the date of Executive’s termination of employmentoccurs, payable when such the Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated, . Following Executives Executive's termination of employment due to death or Disability, except as set forth in Section 5(b), this Section 7(b7(b)(ii) and Section 11(i), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and or if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability physical or mental incapacitation of Executive as to which Executive or his representative and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement, and all costs incurred by Executive and/or the Company that are related to such determination shall be paid by the Company. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated, . Following Executives Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 hereof in for such year based upon the Company’s actual results for the year of termination and the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 4 had the Executive’s employment not terminated, . Following Executives Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b8(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and; (B) a pro rata portion of any Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated; and (C) any vested benefits as provided in the Premcor Senior Executive Retirement Plan, accrued to the date of termination of employment. Following Executives Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b8(b)(ii), in the Plan and any applicable option agreement, Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated, . Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 hereof of this Agreement in such year (i) based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s 's termination of employmentemployment and (ii) to the extent payment of the Annual Bonus is based upon subjective individual performance criteria, based upon the actual performance of Executive during the portion of such fiscal year that Executive was employed by the Company prior to such death or Disability, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated, Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(bterminated (the "Prorated Termination Bonus"), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder during the Employment Term for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated, . Following Executives Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b7(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 4 had the Executive’s employment not terminated, terminated (the “Pro-Rata Bonus”). Following Executives Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b8(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term This Agreement and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four eighteen (2418) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive by such physician shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) receive the Accrued Rights; and (B) , as well as a pro rata portion of any the Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 3 hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 3 had the Executive’s employment not terminated, been terminated (the “Pro Rata Bonus”). Following Executives Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b7(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the this Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro pro-rata portion of any the Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 3(b) hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 3(b) had the Executive’s employment not terminated, terminated (the “Pro-Rata Bonus”). Following Executives Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b6(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore reasonably likely to be unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) twelve consecutive month period to perform Executive’s 's material duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) receive the Accrued Rights; and (B) a pro rata portion . In addition, as of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of a termination described in this Section 8(b), any unvested portion of the Initial Option (or any other stock option then held by Executive’s ) shall become vested and exercisable and the unvested portion of the Restricted Shares for which the applicable Target Trading Price requirement has been satisfied prior a termination described in this Section 8(b) shall vest and cease to be Restricted Shares (but shall remain subject to the other terms of employment, payable when such Annual Bonus would have otherwise been payable had the this Agreement). Following Executive’s employment not terminated, Following Executives 's termination of employment due to death or Disability, except as set forth in this Section 7(b8(b)(ii) or Sections 12(k), (m) and (n), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion subject to Executive’s continued compliance with the provisions of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage Sections 9 and 10, continued payment of the calendar year that shall have elapsed through Base Salary in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s termination of employment, payable when for a period of three months following the date of such Annual Bonus would have otherwise been payable had the termination. Following Executive’s employment not terminated, Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b8(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine twelve (912) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third physician who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) receive the Accrued Rights; Rights and (B) , within 60 days of the applicable termination date, a pro rata portion (based on the number of any days Executive is employed during the year of termination) of the greater of (A) Executive’s Target Bonus for the year of termination and (B) Executive’s Annual Bonus that for the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon immediately preceding the percentage year of the calendar year that shall have elapsed through the date of termination. Following Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s employment not terminated, Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b5(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six nine (69) consecutive months or for an aggregate of nine twelve (912) months in any twenty-four eighteen (2418) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the AgreementAgreement and any other agreement between any Company and Executive that incorporates the definition of “Disability”. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; (B) any Annual Bonus earned, but unpaid, as of the date of termination for the immediately preceding fiscal year, paid in accordance with Section 4 (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement with the Company); and (BC) a pro rata portion vesting of any Annual Bonus that equity-based awards then held by Executive with respect to the Executive would have been entitled Company or its affiliates as, and to receive pursuant the extent, described in the definitive documentation related to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of awards. Following Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s employment not terminated, Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b7(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable unable, with or without reasonable accommodation, to perform one or more essential functions of his position as an employee of the Company as the result of his incapacity due to physical or mental impairment for a period of six (6) consecutive months or for an aggregate of nine (9) months more than 90 days in any twentyconsecutive 180-four (24) consecutive month day period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third physician who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the this Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) receive the Accrued Rights; and (B) Obligations, any Annual Bonus earned for the prior year but not yet paid, and a pro rata portion of any the Annual Bonus that the Executive would otherwise have received with respect to the year of termination, based upon actual performance, and paid when the Annual Bonus would otherwise have been entitled payable, equal to receive pursuant to Section 4 hereof the amount of such Annual Bonus times the quotient of (x) the number of days in such year based upon the percentage of the calendar year that shall have elapsed through the date of termination, divided by (y) 365. Following Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s employment not terminated, Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b6(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, . Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; : and (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s employment not terminated, . Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated, Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b), Executive or Executive’s 's estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) receive the Accrued Rights; and (B) . In addition, Executive shall be entitled to receive a pro rata portion of any Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s employment not terminated, based on the Target for the fiscal year in which termination occurs. Following Executives Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b8(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the this Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and; (B) a pro pro-rata portion of any the Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 3(b) hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 3(b) had the Executive’s employment not terminatedterminated (the “Pro-Rata Bonus”); and (C) the costs of “COBRA” health continuation coverage for eighteen (18) months (or, if shorter, until COBRA coverage ends under the Company’s group health plan). Following Executives Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b6(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and; (B) a pro rata portion of any Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s employment not terminated; and (C) any vested benefits as provided in the Premcor Senior Executive Retirement Plan, accrued to the date of termination of employment. Following Executives Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b8(b)(ii), in the Plan and any applicable option agreement, Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 4(b) hereof in for such year based upon the Company’s actual results for the year of termination and the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 4(b) had the Executive’s employment not terminated, . Following Executives Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b8(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”); provided that a termination on the basis of a Disability must occur within 90 days of the date when Executive is subject to termination due to Disability. Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A, at the times set forth in Section 7(a)(iii) hereof, the Accrued Rights; and (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Obligations. Following Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s employment not terminated, Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b7(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits in the nature of severance or termination pay or in connection with the termination of his employment. Notwithstanding the foregoing, nothing in this Section 7(b) shall affect the Executive’s right to any vested benefits under this Agreementany employee benefit plans sponsored by the Company, including but not limited to any retirement plans.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six twelve (612) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to substantially perform Executive’s duties essential functions with or without a reasonable accommodation (such incapacity is hereinafter referred to as “Disability”). Any question as This definition of Disability shall be interpreted and applied consistent with the Americans With Disability Act, the Family Medical Leave Act, and other applicable law. Termination because of Disability will be effective upon the occurrence of such event and upon written notice to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreementaccordance with Section 10(i) hereof. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro pro-rata portion of any the Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 3(b) hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 3(b) had the Executive’s employment not terminated, terminated (the “Pro-Rata Bonus”). Following Executives Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b6(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 3(b) hereof in such respect of the year in which the date of Executive's termination of employment occurs, based upon the percentage of the calendar year that shall have elapsed through the date of Executive’s termination of employment's termination, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated, . Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and; (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated; and (C) a sum equal to three months of Executive's Base Salary, provided, however, that such amount shall only be paid to Executive's estate upon termination of Executive's employment due to Executive's death. Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and or if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability physical or mental incapacitation of Executive as to which Executive or his representative and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement, and all costs incurred by Executive and/or the Company that are related to such determination shall be paid by the Company. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus and Commission that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus and Commission would have otherwise been payable had the Executive’s 's employment not terminated, . Following Executives Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) receive the Accrued Rights; and (B) . In addition, Executive shall be entitled to receive a pro rata portion of any Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s employment not terminated, based on the Target for the fiscal year in which termination occurs. Following Executives Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b9(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and or if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine twelve (912) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year Target Bonus, based upon the percentage of the calendar year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated, Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b8(b), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement, except for Employee Benefits (as in effect on the date of such termination) which by their terms apply upon death or Disability.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated, Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b), Executive or Executive’s 's estate (as the case may be) shall have no further rights to any contract damages, other compensation or any other benefits under this Agreement.

Disability or Death. (i) 1. The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties hereunder (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the a Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) 2. Upon termination of Executive’s employment hereunder for either Disability death or deathDisability, Executive or Executive’s estate (as the case may be) shall be entitled to receivereceive the following within thirty (30) days of such termination: (A) the a. The Accrued Rights; and; (B) a pro b. Pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year (based upon on the percentage of the calendar year Fiscal Year that shall have elapsed through the date of Executive’s termination of employment, payable when such ) of the most recent Annual Bonus would have otherwise been payable had awarded to Executive (the “Pro Rata Bonus”); and c. If such termination occurs prior to September 28, 2007, pro rata portion (based on the percentage of the elapsed Employment Term through the date of Executive’s employment not terminated, Following Executives termination date of employment due disability or death) of the Retention Bonus Award payable to death or Disability, except as set forth Executive in this Section 7(b), Executive or III.C. d. Company paid COBRA coverage for twelve (12) months for Executive’s estate (as eligible dependents in the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.event of his death;

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 3 hereof in such year based upon the Target and the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated, . Following Executives Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b7(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement, except for payments under any disability insurance policy maintained by the Company.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and or if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated, . Following Executives Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s (A) his death and or (B) at the Company's election, if Executive becomes physically or mentally incapacitated and is therefore unable unable, for a period of six (6) 6 consecutive months or for an aggregate of nine (9) 6 months in any twenty-four (24) 24 consecutive month period period, to perform Executive’s his duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for death, Executive, or his estate, shall receive his Base Salary at the rate in effect at the time of Executive's death through the date on which his death occurs. Upon termination of Executive's employment hereunder for Disability, Executive shall receive his Base Salary through the date on which Executive is first eligible to receive payment of disability benefits in lieu of Base Salary under the Company's employee benefit plans as then in effect. In addition, upon termination of Executive's employment hereunder for either Disability death or deathdisability, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of receive any Annual Bonus that the Executive would have been entitled to receive unreimbursed business expenses payable pursuant to Section 4 hereof in such year based upon 6, payable promptly following the percentage later of the calendar year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s employment not terminated, Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b), Executive or Executive’s estate and the date on which the appropriate documentation is provided. (as the case may beiii) shall have no further rights to any compensation or any All other benefits under shall lapse following Executive's termination of employment pursuant to this AgreementSubsection 9(b) except to the extent otherwise provided in any written employee benefit plan of the Company.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”); provided that a termination on the basis of a Disability must occur within 90 days of the date when Executive is subject to termination due to Disability. Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A, at the times set forth in Section 7(a)(iii) hereof, the Accrued Rights; and (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Obligations. Following Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s employment not terminated, Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b7(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits in the nature of severance or termination pay or in connection with the termination of her employment. Notwithstanding the foregoing, nothing in this Section 7(b) shall affect the Executive’s right to any vested benefits under this Agreementany employee benefit plans sponsored by the Company, including but not limited to any retirement plans.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and or if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability physical or mental incapacitation of Executive as to which Executive or his representative and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement, and all costs incurred by Executive and/or the Company that are related to such determination shall be paid by the Company. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated, . Following Executives Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b9(b), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and; (B) a pro rata portion of any Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated; and (C) any vested benefit as provided in the Premcor Senior Executive Retirement Plan, accrued to the date of termination of employment. Following Executives Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b8(b)(ii), in the Plan and any applicable option agreement, Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate (A) upon Executive’s his death and (B) if Executive becomes physically or mentally incapacitated for a period of indefinite duration and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine eight (9) 8) months in any twenty-four twelve (2412) consecutive month period to perform Executive’s his duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for either Disability death or deathDisability, Executive or Executive’s his estate (as the case may be) shall be entitled to receive: receive (Av) any accrued but unpaid Base Salary through the Accrued Rights; and end of the month in which such termination occurs, (Bw) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated, (x) the opportunity to exercise vested stock options and Executive's stock options scheduled to vest during the year following such termination for one year following such termination, (y) a pro rata portion of any long term incentive granted to the Executive and (z) such compensation and Employee Benefits, if any, as to which he may be entitled under the employee compensation and benefit plans and arrangements of the Company. Following Executives such termination of Executives employment due to death or Disability, except as set forth in this Section 7(b8(b), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine one hundred eighty (9180) months days in any twenty-four twelve (2412) consecutive month period to perform Executive’s material duties (such incapacity is hereinafter referred to as incapacity, a “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. Notwithstanding the foregoing, in the event that as a result of absence because of mental and physical incapacity Executive incurs a Separation from Service (as defined in Section 16) , Executive shall on such date automatically be terminated from employment because of Disability. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive:receive the payments and benefits described under Section 9(c)(iii), subject to the terms and conditions set forth therein. (Aiii) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Following Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s employment not terminated, Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(bSections 9(b)(ii), Executive or 13 and 16 and Executive’s estate (as the case may be) rights with regard to indemnification and directors and officers liability insurance, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and or if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability physical or mental incapacitation of Executive as to which Executive or his representative and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement, and all costs incurred by Executive and/or the Company that are related to such determination shall be paid by the Company. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated, . Following Executives Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b), Executive or Executive’s estate (as the case may be) 9(b),Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s his death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) 24 consecutive month period to perform Executive’s his duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s his estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and; (B) a pro rata portion of any Annual an amount equal to the Minimum Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon multiplied by the percentage of the calendar year (or other applicable period) that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated; and, (C) the Restricted Shares and Options, and all other restricted shares and options to purchase Common Stock then held by Executive, shall vest and/or become exercisable, as the case may be, on the date of such termination. Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b8(b), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion subject to Executive’s continued compliance with the provisions of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage Sections 9 and 10, continued payment of the calendar year that shall have elapsed through Base Salary in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s termination of employment, payable when for a period of three months following the date of such Annual Bonus would have otherwise been payable had termination. The amount set forth in Section 8(b)(ii)(B) shall be in lieu of, and not in addition to, any severance benefits under any severance plan or policy of the Company or any of its subsidiaries or affiliates. Following Executive’s employment not terminated, Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b8(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 4 had the Executive’s employment not terminated, Following Executives Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b8(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter hereunder referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: : (A) the Accrued Rights; and and (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated, Following Executives Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b7(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.. c.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) receive the Accrued Rights; and (B) . In addition, Executive shall be entitled to receive a pro rata portion of any Annual Bonus Bonus, if any, that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s 's employment not terminated, based on the Target for the fiscal year in which termination occurs. Following Executives Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b8(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by Kraton if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”); provided that a termination on the basis of a Disability must occur within 90 days of the date when Executive is subject to termination due to Disability. Any question as to the existence of the Disability of Executive as to which Executive and the Company Kraton cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the CompanyKraton. If Executive and the Company Kraton cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of In the event Executive’s employment hereunder for either Disability or deathis terminated pursuant to this Section 7(b), Executive or Executive’s estate (as the case may be) shall will be entitled to receive: (A) at the times set forth in Section 7(a)(iii) hereof, the Accrued RightsObligations; and (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 4(a) hereof in such year based upon the percentage of the calendar fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s employment not terminated, . Following Executives such termination of Executive’s employment hereunder due to death or Disability, except as set forth in this Section 7(b7(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights under the U.S. Contract, the French Contract, or the Tripartite Agreement, to any compensation or any other benefits under this Agreementin the nature of severance or termination pay or in connection with the termination of his employment.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had the Executive’s employment not terminated, Following Executives Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b8(b), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's death and if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s 's duties (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s 's employment hereunder for either Disability or death, Executive or Executive’s 's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus and/or Commission that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Executive’s 's termination of employment, payable when such Annual Bonus and/or Commission would have otherwise been payable had the Executive’s 's employment not terminated, . Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion subject to Executive’s continued compliance with the provisions of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage Sections 9 and 10, continued payment of the calendar year that shall have elapsed through Base Salary in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s termination of employment, payable when for a period of three months following the date of such Annual Bonus would have otherwise been payable had termination. The amount set forth in Section 8(b)(ii)(B) shall be in lieu of, and not in addition to, any severance benefits under any severance plan or policy of the Company or any of its affiliates. Following Executive’s employment not terminated, Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b8(b)(ii), Executive or Executive’s estate (as the case may be) shall have no further rights to any compensation or any other benefits under this Agreement.