Common use of Disability or Death Clause in Contracts

Disability or Death. If the Employment Period is terminated due to the death or Permanent Disability of Employee, Employee (or his estate or legal representative) shall be entitled solely to the following: (i) Base Salary and accrued unused vacation through the Date of Termination (paid on the Company’s normal payroll payment date), (ii) payment of the annual cash bonus (as described in Section 3(a)(ii)) of this Agreement that Employee otherwise would have earned but for such termination of employment for the performance period in which Employee’s Date of Termination occurs, based on actual performance for the entire performance period, and payable no later than the end of the year in which the Permanent Disability or death occurs, provided that it shall be subject to a pro-rata reduction for the portion of the performance period following the Date of Termination, and (iii) in the case of a termination due to Permanent Disability, and subject to Employee being eligible for and taking all steps necessary to continue Employee’s group health insurance coverage with the Company following the Date of Termination, continued participation, at the Company’s expense, in the Company’s group health plans for Employee and his covered dependents through the earliest of: (x) the eighteen (18) month anniversary of the Date of Termination, (y) the date Employee becomes eligible for group health insurance coverage from any other employer, or (z) the date Employee is no longer eligible to continue Employee’s group health insurance coverage with the Company under applicable law. As used herein “Permanent Disability” shall mean and include Employee’s incapacity due to physical or mental illness or disability to timely perform his duties under this Agreement, as reasonably determined by the Board, for a period of six (6) or more months. Permanent Disability also includes Employee becoming permanently disabled within the meaning of any long-term disability plan of the Company applicable to Employee, and Employee commences to receive benefits under such plan. Termination of the Employment Period under this Section 5(b) shall not constitute a termination by the Company other than for Cause or by Employee for Good Reason.

Disability or Death. If the Employment Period is terminated due to the death or Permanent Disability of Employee, Employee (or his estate or legal representative) shall be entitled solely to the following: (i) Base Salary and Salary, accrued unused vacation PTO, and any other accrued obligations through the Date of Termination (paid on the Company’s normal payroll payment date) (the “Accrued Compensation”), (ii) in the event the Employment Period is terminated due to Disability of the Employee, subject to Employee satisfying the waiver and release condition identified in Section 13(d) and not violating the Protective Covenants (if applicable), payment of the annual cash bonus Cash Bonus (as described in Section 3(a)(ii)) of this Agreement that Employee otherwise would have earned but for such termination of employment for the performance period in which Employee’s Date of Termination occurs, based on actual performance for the entire performance period, and payable no later than the end of the year in which the Permanent Disability or death occurs, provided that it shall be subject to a pro-rata reduction for the portion of the performance period following the Date of Termination, and (iii) in the case of a termination due to Permanent Disability, and subject to Employee being eligible for and taking all steps necessary to continue Employee’s group health insurance coverage with the Company following the Date of Termination, continued participation, at the Company’s expense, in the Company’s group health plans for Employee and his eligible covered dependents through the earliest of: (x) the eighteen (18) -month anniversary of the Date of Termination, (y) the date Employee becomes eligible for group health insurance coverage from any other employer, or (z) the date Employee is no longer eligible to continue Employee’s group health insurance coverage with the Company under applicable law. As used herein “Permanent Disability” shall mean and include Employee’s incapacity due to physical or mental illness or disability to timely perform his duties under this Agreement, as reasonably determined by the Board, for a period of six (6) or more consecutive months. Permanent Disability also includes Employee becoming permanently disabled within the meaning of any long-term disability plan of the Company applicable to Employee, and Employee commences to receive benefits under such plan. Termination of the Employment Period under this Section 5(b) shall not constitute a termination by the Company other than for Cause or by Employee for Good Reason.

Disability or Death. If During any period that the Employment Period is terminated due Executive fails ------------------- to the death or Permanent Disability perform his duties hereunder as a result of Employee, Employee (or his estate or legal representative) shall be entitled solely to the following: (i) Base Salary and accrued unused vacation through the Date of Termination (paid on the Company’s normal payroll payment date), (ii) payment of the annual cash bonus (as described in Section 3(a)(ii)) of this Agreement that Employee otherwise would have earned but for such termination of employment for the performance period in which Employee’s Date of Termination occurs, based on actual performance for the entire performance period, and payable no later than the end of the year in which the Permanent Disability or death occurs, provided that it shall be subject to a pro-rata reduction for the portion of the performance period following the Date of Termination, and (iii) in the case of a termination due to Permanent Disability, and subject to Employee being eligible for and taking all steps necessary to continue Employee’s group health insurance coverage with the Company following the Date of Termination, continued participation, at the Company’s expense, in the Company’s group health plans for Employee and his covered dependents through the earliest of: (x) the eighteen (18) month anniversary of the Date of Termination, (y) the date Employee becomes eligible for group health insurance coverage from any other employer, or (z) the date Employee is no longer eligible to continue Employee’s group health insurance coverage with the Company under applicable law. As used herein “Permanent Disability” shall mean and include Employee’s incapacity due to physical or mental illness illness, the Executive shall continue to receive his Annual Base Salary at the rate in effect at the commencement of any such period until his employment is terminated pursuant to Paragraph 7(a) hereof, together with the average prorata bonus payable pursuant to Paragraph 3(b). If the Executive's employment shall be terminated by reason of the Executive's death, the Annual Base Salary together with the average prorata bonus payable pursuant to Paragraph 3(b) which has accrued through the Date of Termination shall be paid to the Executive's estate or disability personal representative. Following termination pursuant to timely perform his duties under this Agreement, as reasonably determined by the Board, for a period of six (6Paragraph 7(a) or more monthsParagraph 7(b) hereof, the Company will pay to the Executive, his estate or personal representative 2.99 times the Executive's Total Compensation (as defined below) for the immediately preceding twelve-month period to and including the date of termination. Permanent Disability also includes Employee becoming permanently disabled within the meaning "Total Compensation" shall mean compensation of any long-term disability plan nature and from any source, including without limitation, (i) annual base salary, (ii) bonus awards (whether cash or noncash), (iii) the fair market value of any common shares or other shares of capital stock, stock options or other equity based compensation awarded to the Executive during the relevant twelve (12) month period, whether or not vested, restricted or subject to forfeiture (the fair market value of which shall be determined as of the Company applicable date of grant without taking into consideration any provisions as to Employeevesting or forfeiture or provisions as to restriction on transfer) and (iv) all perquisites paid, and Employee commences awarded or otherwise available to receive benefits under Executive during the relevant period. The aforesaid amount shall be payable, at the option of the Executive, his estate or personal representative, either (A) in full immediately upon such plan. Termination termination or (B) semi-monthly over the remainder of the Employment Period under this Section 5(b) shall not constitute a termination by Period. In addition, the Company other than for Cause covenants and agrees to use reasonable commercial efforts to maintain insurance sufficient to enable the repayment of Executive's stock loans upon Executive's termination either as a result of death or by Employee for Good Reasondisability. Should the Company fail or be unable to obtain such insurance, all principal and interest outstanding under any loans from the Company to the Executive to enable the Executive to purchase Common Shares will be forgiven in the event of termination pursuant to Paragraph 7(a) or Paragraph 7(b) above.

Disability or Death. If (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Employment Period is terminated due to Company by reason of Executive’s Disability (as defined in the death BankUnited Agreement). (ii) Upon termination of Executive’s employment hereunder by reason of either Disability or Permanent Disability of Employeedeath, Employee Executive or Executive’s estate (or his estate or legal representativeas the case may be) shall be entitled solely to receive the following: (i) Base Salary Accrued Rights, and accrued unused vacation through the Date of Termination (paid on the Company’s normal payroll payment date)any unvested equity awards held by Executive and any unpaid Retention Awards, (ii) payment of the annual cash bonus (as described in Section 3(a)(ii)) of this Agreement each case that Employee otherwise would have earned vested or become payable in the 12 months immediately following Executive’s Disability or death, but for such termination of employment for employment, shall vest and/or become exercisable or payable, as applicable, in accordance with the performance period terms of the applicable award agreement. With respect to any Performance Period in which Employeeeffect at the time of Executive’s Date termination, a number of Termination occursfully vested Performance Shares equal to one-third of the number of Performance Shares that would have been awarded to Executive pursuant to an Annual Performance Share Award, based on the actual performance for the entire performance period, and payable no later than the end of the year in which the Permanent Disability or death occurs, provided that it shall be subject to a pro-rata reduction for the portion achievement of the performance period following criteria during such Performance Period, shall be issued to Executive on the Date date such Annual Performance Share Award would otherwise have been granted to Executive, but for such termination of Termination, employment. The remaining portion of any Annual Performance Share Award and any rights to an Annual Performance Share Award in respect of a Performance Period that has not yet commenced as of the date of such termination of employment shall immediately be forfeited without consideration upon such termination of employment. (iii) In addition, upon termination of Executive’s employment hereunder by reason of either Disability or death, Executive (to the extent applicable and to the extent Executive participated in such plans immediately prior to such termination) and Executive’s eligible dependents (to the case of a termination due extent covered under such plan immediately prior to Permanent Disability, and subject such termination) shall be entitled to Employee being eligible for and taking all steps necessary to continue Employee’s group health insurance receive continued coverage with the Company following the Date of Termination, continued participation, at the Company’s expense, in under the Company’s group health plans (or to the extent such coverage is not permissible under the terms of such plan(s), comparable coverage), at the Company’s sole expense, for Employee and his covered dependents through the earliest of: (x) the eighteen (18) month anniversary twenty-four months from Executive’s date of the Date termination of Termination, (y) the date Employee becomes eligible for group health insurance coverage from any other employer, or (z) the date Employee is no longer eligible to continue Employee’s group health insurance coverage employment with the Company as a result of Executive’s Disability or death (such period, the “Coverage Period”); provided, however, that if such continued coverage cannot be provided under the applicable plan(s) for longer than eighteen months, the Company shall pay Executive (or his estate, as applicable), on the first business day of each month thereafter, an amount equal to the premium subsidy the Company would have otherwise paid on Executive’s behalf for such coverage during the balance of the twenty-four month period. The COBRA health care continuation coverage period under Section 4980B of the Code, or any replacement or successor provision of United States tax law, shall run concurrently with the Coverage Period. As used herein “Permanent Disability” shall mean and include EmployeeFollowing Executive’s incapacity termination of employment due to physical death or mental illness Disability, except as set forth in this Section 6(b)(ii), Executive shall have no further rights to any compensation or disability to timely perform his duties any other benefits under this Agreement, as reasonably determined by the Board, for a period of six (6) or more months. Permanent Disability also includes Employee becoming permanently disabled within the meaning of any long-term disability plan of the Company applicable to Employee, and Employee commences to receive benefits under such plan. Termination of the Employment Period under this Section 5(b) shall not constitute a termination by the Company other than for Cause or by Employee for Good Reason.

Disability or Death. If the Employment Period is terminated due to the death or Permanent Disability of Employee, Employee (or his estate or legal representative) shall be entitled solely to the following: (i) Base Salary and accrued unused vacation through the Date of Termination Your employment will terminate (paid on the Company’s normal payroll payment date), (iiA) payment of the annual cash bonus (as described in Section 3(a)(ii)) of this Agreement that Employee otherwise would have earned but for such termination of employment for the performance period in which Employee’s Date of Termination occurs, based on actual performance for the entire performance period, and payable no later than the end of the year in which the Permanent Disability or upon your death occurs, provided that it shall be subject to a pro-rata reduction for the portion of the performance period following the Date of Termination, and (iii) in the case of a termination due to Permanent Disability, and subject to Employee being eligible for and taking all steps necessary to continue Employee’s group health insurance coverage with the Company following the Date of Termination, continued participation, at the Company’s expense, in the Company’s group health plans for Employee and his covered dependents through the earliest of: (x) the eighteen (18) month anniversary of the Date of Termination, (y) the date Employee becomes eligible for group health insurance coverage from any other employer, or (zB) the date Employee is no longer eligible to continue Employee’s group health insurance coverage with the Company under applicable law. As used herein “Permanent Disability” shall mean upon a determination that you have become physically or mentally incapacitated for a period of indefinite duration and include Employee’s incapacity due to physical or mental illness or disability to timely perform his duties under this Agreement, as reasonably determined by the Board, are therefore unable for a period of six (6) consecutive months or more monthsfor an aggregate of eight (8) months in any twelve (12) consecutive month period to perform your duties (such incapacity is hereinafter referred to as “Disability”). Permanent Any question as to the existence of your Disability also includes Employee becoming permanently disabled within to which you and the meaning Employer cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to you and the Employer. If you and the Employer 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. (ii) Upon termination of your employment hereunder for death or Disability, you or your estate (as the case may be) shall be entitled to receive the Accrued Obligations as described in Section 8(a)(ii) above, except that any portion of the Restricted Shares or Option which would otherwise have vested during the one-year period immediately following such termination shall (x) in the case of Restricted Shares, become immediately vested as of the date of such termination and (y) in the case of the Option, continue to vest on the dates they would have otherwise vested if you had continued employment, and all vested stock options shall remain exercisable following such termination until the earlier to occur of the first anniversary of such termination or the stated expiration of the Option. In addition, the Employer will pay you a pro rata portion of any long-term disability plan Bonus that you would have been entitled to receive pursuant to Section 2(b) above with respect to such year based upon the percentage of the Company applicable fiscal year that shall have elapsed through the date of your termination of employment, payable when such Bonus would have otherwise been payable had your employment not terminated, but in no event later than March 15th of the year immediately following such termination. Following such termination of your employment due to Employeedeath or Disability, and Employee commences except as set forth in this Section 8(b)(ii), you will have no further rights to receive any compensation or any other benefits under such plan. Termination of the Employment Period under this Section 5(b) shall not constitute a termination by the Company other than for Cause or by Employee for Good ReasonAgreement.

Disability or Death. If the Employment Period is terminated due to the death or Permanent Disability of Employee, Employee (or his her estate or legal representative) shall be entitled solely to the following: (i) Base Salary and accrued unused vacation through the Date of Termination (paid on the Company’s 's normal payroll payment date), (ii) payment of the annual cash bonus (as described in Section 3(a)(ii)) of this Agreement that Employee otherwise would have earned but for such termination of employment for the performance period in which Employee’s 's Date of Termination occurs, based on actual performance for the entire performance period, and payable no later than the end of the year in which the Permanent Disability or death occurs, provided that it shall be subject su ject to a pro-rata reduction for the portion of the performance period following the Date of Termination, and (iii) in the case of a termination due to Permanent Disability, and subject to Employee being eligible for and taking all steps necessary to continue Employee’s 's group health insurance coverage with the Company following the Date of Termination, continued participation, at the Company’s 's expense, in the Company’s 's group health plans for Employee and his her covered dependents through the earliest of: (x) the eighteen (18) month anniversary of the Date of Termination, (y) the date Employee becomes eligible for group health insurance coverage from any other employer, or (z) the date Employee is no longer eligible to continue Employee’s 's group health insurance coverage with the Company under applicable law. As used herein “"Permanent Disability” " shall mean and include Employee’s 's incapacity due to physical or mental illness or disability to timely perform his her duties under this Agreement, as reasonably determined by the Board, for a period of six (6) or more months. Permanent Disability also includes Employee becoming permanently disabled within the meaning of any long-term disability plan of the Company applicable to Employee, and Employee commences to receive benefits under such plan. Termination of the Employment Period under this Section 5(b) shall not constitute a termination by the Company other than for Cause or by Employee for Good Reason.

Disability or Death. If During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his full salary at the Employment Period rate or rates in effect for such period, as well as other applicable benefits provided to employees of the Companies, until his employment is terminated due pursuant to Section 9(b) hereof. In the death event Executive's employment is terminated pursuant to Section 9(a) or Permanent Disability of Employee9(b) hereof, Employee (or his estate or legal representative) shall be entitled solely to the following: then (i) Base Salary and accrued unused vacation through as soon as practicable thereafter, the Companies shall pay Executive or Executive's beneficiary, as the case may be, all unpaid amounts, if any, to which Executive was entitled as of the Date of Termination under Section 3(a) hereof and shall pay to Executive or Executive's beneficiary, as the case may be, in accordance with the terms of the applicable plan or program, all other unpaid amounts to which Executive was then entitled under any of the Companies' benefit plans (paid on the Company’s normal payroll payment datecollectively, "Accrued Obligations"), ; (ii) as soon as practicable thereafter, the Companies shall pay Executive or Executive's beneficiary, as the case may be, a lump-sum payment equal to the sum of (A) the annual cash bonus (as described in Section 3(a)(ii)) actual amount of this Agreement Base Salary that Employee otherwise Executive would have earned but for such termination of employment for during the performance twelve (12)-month period in which Employee’s Date of Termination occurs, based commencing on actual performance for the entire performance period, and payable no later than the end of the year in which the Permanent Disability or death occurs, provided that it shall be subject to a pro-rata reduction for the portion of the performance period following the Date of Termination, reflecting any rate increase determined pursuant to Section 3(a) hereof or otherwise, and (B) the Annual Bonus earned by Executive with respect to the most recent complete fiscal year of MSGI in which Executive was employed by the Companies (the "Historical Bonus"); or $150,000 if the Date of Termination occurs prior to June 30, 2000; (iii) in the case of a termination due to Permanent Disability, and subject to Employee being eligible for and taking all steps necessary to continue Employee’s group health insurance coverage with the Company following the Date of Termination, continued participation, at the Company’s expense, in the Company’s group health plans for Employee and his covered dependents through the earliest of: (x) the eighteen (18) month anniversary as of the Date of Termination, all outstanding stock options (yincluding the Option) the date Employee becomes eligible for group health insurance coverage from any other employergranted to Executive which by their terms are then fully vested and exercisable shall continue to be fully vested and exercisable by Executive, or Executive's Beneficiary (z) as the date Employee is no longer eligible to continue Employee’s group health insurance coverage with the Company under applicable law. As used herein “Permanent Disability” shall mean and include Employee’s incapacity due to physical or mental illness or disability to timely perform his duties under this Agreement, as reasonably determined by the Boardcase may be), for a period of six the earlier of ninety (690) days following the Date of Termination or more months. Permanent Disability also includes Employee becoming permanently disabled within the meaning expiration of the term of any long-term disability plan of the Company applicable to Employee, and Employee commences to receive benefits under such plan. Termination of the Employment Period under this Section 5(b) shall not constitute a termination by the Company other than for Cause or by Employee for Good Reasonoption.

Disability or Death. If the Employment Period is terminated due to the death or Permanent Disability of Employee, Employee (or his estate or legal representative) shall be entitled solely to the following: (i) Base Salary and Salary, accrued unused vacation PTO, and any other accrued obligations through the Date of Termination (paid on the Company’s normal payroll payment date) (the “Accrued Compensation”), (ii) in the event the Employment Period is terminated due to Disability of the Employee, subject to Employee satisfying the waiver and release condition identified in Section 12(d) and not violating the Protective Covenants (if applicable), payment of the annual cash bonus Cash Bonus (as described in Section 3(a)(ii)) of this Agreement that Employee otherwise would have earned but for such termination of employment for the performance period in which Employee’s Date of Termination occurs, based on actual performance for the entire performance period, and payable no later than the end of the year in which the Permanent Disability or death occurs, provided that it shall be subject to a pro-rata reduction for the portion of the performance period following the Date of Termination, and (iii) in the case of a termination due to Permanent Disability, and subject to Employee being eligible for and taking all steps necessary to continue Employee’s group health insurance coverage with the Company following the Date of Termination, continued participation, at the Company’s expense, in the Company’s group health plans for Employee and his eligible covered dependents through the earliest of: (x) the eighteen (18) -month anniversary of the Date of Termination, (y) the date Employee becomes eligible for group health insurance coverage from any other employer, or (z) the date Employee is no longer eligible to continue Employee’s group health insurance coverage with the Company under applicable law. As used herein “Permanent Disability” shall mean and include Employee’s incapacity due to physical or mental illness or disability to timely perform his duties under this Agreement, as reasonably determined by the Board, for a period of six (6) or more consecutive months. Permanent Disability also includes Employee becoming permanently disabled within the meaning of any long-term disability plan of the Company applicable to Employee, and Employee commences to receive benefits under such plan. Termination of the Employment Period under this Section 5(b) shall not constitute a termination by the Company other than for Cause or by Employee for Good Reason.

Disability or Death. If Executive’s employment prior to the end of the Employment Period is terminated due to the Term shall terminate immediately upon Executive’s death or Permanent following delivery of a Notice of Termination by the Company to Executive if Executive becomes physically or mentally incapacitated and is therefore unable for a period of ninety (90) consecutive days or one-hundred twenty (120) days during any consecutive six (6) month period to perform his duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Upon termination of Executive’s employment hereunder for either Disability of Employeeor death, Employee Executive or Executive’s estate (or his estate or legal representativeas the case may be) shall be entitled solely to the following: receive (i) his Base Salary and accrued unused vacation through the Date last day of Termination the payroll period during which such termination occurs; (paid on ii) any unpaid Annual Bonus for any fiscal year preceding the Companyyear in which the termination occurs; and (iii) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy through the date of Executive’s normal payroll payment datetermination (the sum of (i), (ii) payment of plus (iii), the annual cash bonus (as described in Section 3(a)(ii“Accrued Obligations”)) of this Agreement that Employee otherwise would have earned but for such termination of employment for the performance period in which Employee’s Date of Termination occurs, based on actual performance for the entire performance period, and payable no later than the end of the year in which the Permanent Disability or death occurs(iv) continued health and life insurance benefits for Executive and his spouse and dependents, provided that it shall be subject to if any, for a prothirty-rata reduction for the portion of the performance six (36) month period following the Date date of TerminationExecutive’s termination of employment, and (iii) in on the case of a termination due to Permanent Disability, and subject to Employee being eligible for and taking all steps necessary to continue Employeesame basis as such benefits were provided during Executive’s group health insurance coverage employment with the Company; provided, that Executive shall reimburse the Company following for the Date COBRA-equivalent costs of Termination, continued participation, at such coverage and the Company’s expense, in obligation to provide such health and life insurance benefits shall cease with respect to such benefits at the Company’s group health plans for Employee and his covered dependents through the earliest of: (x) the eighteen (18) month anniversary of the Date of Termination, (y) the date Employee time Executive becomes eligible for group health insurance coverage such benefits from another employer. Other than as set forth in the immediately following sentence, Executive or Executive’s estate (as the case may be) shall have no further rights to any other employercompensation (including any Base Salary, Annual Bonus, Retention Bonus, Options, Partners Units, Senior Partners Units or (z) the date Employee is no longer eligible to continue Employee’s group health insurance coverage with the Company under applicable law. As used herein “Permanent Disability” shall mean and include Employee’s incapacity due to physical or mental illness or disability to timely perform his duties under this Agreement, as reasonably determined by the Board, for a period of six (6) or more months. Permanent Disability also includes Employee becoming permanently disabled within the meaning of any long-term disability plan or equity-based compensation awards) or any other benefits under this Agreement. All other benefits, if any, due Executive following Executive’s termination for Disability or death shall be determined in accordance with the equity compensation plans of Parent; provided, however, that Executive (or his estate, as the case may be) shall not participate in any severance plan, policy or program of the Company applicable to Employee, and Employee commences to receive benefits under such plan. Termination of the Employment Period under this Section 5(b) shall not constitute a termination by the Company other than for Cause or by Employee for Good ReasonParent.

Disability or Death. If the Employment Period is terminated due to the death or Permanent Disability of Employee, Employee (or his her estate or legal representative) shall be entitled solely to the following: (i) Base Salary and Salary, accrued unused vacation PTO, and any other accrued obligations through the Date of Termination (paid on the Company’s normal payroll payment date) (the “Accrued Compensation”), (ii) subject to Employee satisfying the waiver and release condition identified in Section 13(d) and not violating the Protective Covenants (if applicable), payment of the annual cash bonus Cash Bonus (as described in Section 3(a)(ii)) of this Agreement that Employee otherwise would have earned but for such termination of employment for the performance period in which Employee’s Date of Termination occurs, based on actual performance for the entire performance period, and payable no later than the end of the year in which the death or Permanent Disability or death occurs, provided that it shall be subject to a pro-rata reduction for the portion of the performance period following the Date of Termination, and (iii) in the case of a termination due to Permanent Disability, and subject to Employee being eligible for and taking all steps necessary to continue Employee’s group health insurance coverage with the Company following the Date of Termination, continued participation, at the Company’s expense, in the Company’s group health plans for Employee and his her eligible covered dependents (which shall include her spouse) through the earliest of: (x) the eighteen (18) month anniversary of the Date of Termination, (y) the date Employee becomes eligible for group health insurance coverage from any other employer, or (z) the date Employee is no longer eligible to continue Employee’s group health insurance coverage with the Company under applicable law. As used herein “Permanent Disability” shall mean and include Employee’s incapacity due to physical or mental illness or disability to timely perform his her duties under this Agreement, as reasonably determined by the Board, for a period of six (6) or more months. Permanent Disability also includes Employee becoming permanently disabled within the meaning of any long-term disability plan of the Company applicable to Employee, and Employee commences to receive benefits under such plan. Termination of the Employment Period under this Section 5(b) shall not constitute a termination by the Company other than for Cause or by Employee for Good Reason.

Disability or Death. If During any period that the Employment Period is terminated due Executive fails ------------------- to the death or Permanent Disability perform his duties hereunder as a result of Employee, Employee (or his estate or legal representative) shall be entitled solely to the following: (i) Base Salary and accrued unused vacation through the Date of Termination (paid on the Company’s normal payroll payment date), (ii) payment of the annual cash bonus (as described in Section 3(a)(ii)) of this Agreement that Employee otherwise would have earned but for such termination of employment for the performance period in which Employee’s Date of Termination occurs, based on actual performance for the entire performance period, and payable no later than the end of the year in which the Permanent Disability or death occurs, provided that it shall be subject to a pro-rata reduction for the portion of the performance period following the Date of Termination, and (iii) in the case of a termination due to Permanent Disability, and subject to Employee being eligible for and taking all steps necessary to continue Employee’s group health insurance coverage with the Company following the Date of Termination, continued participation, at the Company’s expense, in the Company’s group health plans for Employee and his covered dependents through the earliest of: (x) the eighteen (18) month anniversary of the Date of Termination, (y) the date Employee becomes eligible for group health insurance coverage from any other employer, or (z) the date Employee is no longer eligible to continue Employee’s group health insurance coverage with the Company under applicable law. As used herein “Permanent Disability” shall mean and include Employee’s incapacity due to physical or mental illness illness, the Executive shall continue to receive his Annual Base Salary at the rate in effect at the commencement of any such period until his employment is terminated pursuant to Paragraph 7(a) hereof, together with the average prorata bonus payable pursuant to Paragraph 3(b). If the Executive's employment shall be terminated by reason of the Executive's death, the Annual Base Salary together with the average prorata bonus payable pursuant to Paragraph 3(b) which has accrued through the Date of Termination shall be paid to the Executive's estate or disability personal representative. Following termination pursuant to timely perform his duties under this Agreement, as reasonably determined by the Board, for a period of six (6Paragraph 7(a) or more monthsParagraph 7(b) hereof, the Company will pay to the Executive, his estate or personal representative 2.99 times the Executive's Total Compensation (as defined below) for the immediately preceding twelve-month period to and including the date of termination. Permanent Disability also includes Employee becoming permanently disabled within the meaning "Total Compensation" shall mean compensation of any long-term disability plan nature and from any source, including without limitation, (i) annual base salary, (ii) bonus awards (whether cash or noncash), (iii) the fair market value of any common shares or other shares of capital stock, stock options or other equity based compensation awarded to the Executive during the relevant twelve (12) month period, whether or not vested, restricted or subject to forfeiture (the fair market value of which shall be determined [AS OF THE DATE OF GRANT] without taking into consideration any provisions as to vesting or forfeiture or provisions as to restriction on transfer) and (iv) all perquisites paid, awarded or otherwise available to Executive during the relevant period. The aforesaid amount shall be payable, at the option of the Company applicable to EmployeeExecutive, and Employee commences to receive benefits under his estate or personal representative, either (A) in full immediately upon such plan. Termination termination or (B) semi-monthly over the remainder of the Employment Period under this Section 5(b) shall not constitute a termination by Period. In addition, the Company other than for Cause covenants and agrees to use reasonable commercial efforts to maintain insurance sufficient to enable the repayment of Executive's stock loans upon Executive's termination either as a result of death or by Employee for Good Reasondisability. Should the Company fail or be unable to obtain such insurance, all principal and interest outstanding under any loans from the Company to the Executive to enable the Executive to purchase Common Shares will be forgiven in the event of termination pursuant to Paragraph 7(a) or Paragraph 7(b) above.

Disability or Death. If (a) In the Employment Period is terminated due to event that the death or Permanent Disability Executive becomes disabled while in the employ of Employeethe Employer, Employee (or his estate or legal representative) the Executive shall be entitled solely to receive the following: (i) Base Salary and accrued unused vacation through Supplemental Retirement Benefit payable in equal monthly installments beginning with the Date of Termination (paid on the Company’s normal payroll payment date), (ii) payment first day of the annual cash bonus (as described in Section 3(a)(ii)) of this Agreement that Employee otherwise would have earned but for such termination of employment for month coinciding with or next following the performance period in which Employee’s Date of Termination occurs, based on actual performance for the entire performance period, and payable no later than the end Disability of the year in which the Permanent Disability or death occurs, provided that it shall be subject to a pro-rata reduction for the portion of the performance period following the Date of Termination, Executive and (iii) in the case of a termination due to Permanent Disability, and subject to Employee being eligible for and taking all steps necessary to continue Employee’s group health insurance coverage with the Company following the Date of Termination, continued participation, at the Company’s expense, in the Company’s group health plans for Employee and his covered dependents through the earliest of: (x) the eighteen (18) month anniversary of the Date of Termination, (y) the date Employee becomes eligible for group health insurance coverage from any other employer, or (z) the date Employee is no longer eligible to continue Employee’s group health insurance coverage with the Company under applicable law. As used herein “Permanent Disability” shall mean and include Employee’s incapacity due to physical or mental illness or disability to timely perform his duties under this Agreement, as reasonably determined by the Board, continuing thereafter for a period of six fifteen (615) or more monthsyears. Permanent For purposes hereof, Disability also includes Employee becoming permanently disabled within shall mean the meaning Executive (i) is unable to engage in any substantial gainful activity by reason of any long-term disability medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company applicable Bank. The determination of the Board of Directors of the Bank as to Employee, and Employee Disability shall be binding on the Executive. Nothing contained in this Agreement shall limit or affect the Executive=s right to the continuation of her salary during any waiting period imposed by a disability plan. (b) In the event that the Executive commences to receive benefits Supplemental Retirement Benefits under this Agreement and dies prior to the receipt of fifteen (15) years of such plan. Termination benefits, the remainder of the Employment Period under this Section 5(bSupplemental Retirement Benefits shall be payable until the expiration of such term to the beneficiary(ies) shall not constitute a termination designated by the Company other than Executive. In the event the Executive dies while employed by the Employer whether before or after age sixty-five (65) or dies after a Separation from Service on or after age sixty-five (65) but before the commencement of his benefits, the beneficiary(ies) designated by the Executive shall receive the Supplemental Retirement Benefit payable in equal monthly installments beginning with the first day of the month next following the Executive=s death and continuing thereafter for Cause or by Employee for Good Reasonfifteen (15) years.

Disability or Death. If (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Employment Period is terminated due to Company by reason of Executive’s Disability (as defined in the death BankUnited Agreement). (ii) Upon termination of Executive’s employment hereunder by reason of either Disability or Permanent Disability of Employeedeath, Employee Executive or Executive’s estate (or his estate or legal representativeas the case may be) shall be entitled solely to receive the following: (i) Base Salary Accrued Rights, and accrued unused vacation through the Date of Termination (paid on the Company’s normal payroll payment date)any unvested equity awards held by Executive and any unpaid Retention Awards, (ii) payment of the annual cash bonus (as described in Section 3(a)(ii)) of this Agreement each case that Employee otherwise would have earned vested or become payable in the 12 months immediately following Executive’s Disability or death, but for such termination of employment for employment, shall vest and/or become exercisable or payable, as applicable, in accordance with the performance period terms of the applicable award agreement. With respect to the Performance Period in which Employeeeffect at the time of Executive’s Date termination, a number of Termination occursfully vested Performance Shares equal to one-third of the number of Performance Shares that would have been awarded to Executive pursuant to the Performance Share Award, based on the actual performance for the entire performance period, and payable no later than the end of the year in which the Permanent Disability or death occurs, provided that it shall be subject to a pro-rata reduction for the portion achievement of the performance period following criteria during the Date Performance Period, shall be issued to Executive on the date such Performance Share Award would otherwise have been granted to Executive, but for such termination of Termination, and employment. The remaining portion of any Performance Share Award shall immediately be forfeited without consideration upon such termination of employment. (iii) In addition, upon termination of Executive’s employment hereunder by reason of either Disability or death, Executive (to the extent applicable and to the extent Executive participated in such plans immediately prior to such termination) and Executive’s eligible dependents (to the case of a termination due extent covered under such plan immediately prior to Permanent Disability, and subject such termination) shall be entitled to Employee being eligible for and taking all steps necessary to continue Employee’s group health insurance receive continued coverage with the Company following the Date of Termination, continued participation, at the Company’s expense, in under the Company’s group health plans (or to the extent such coverage is not permissible under the terms of such plan(s), comparable coverage), at the Company’s sole expense, for Employee and his covered dependents through the earliest of: (x) the eighteen (18) month anniversary twenty-four months from Executive’s date of the Date termination of Termination, (y) the date Employee becomes eligible for group health insurance coverage from any other employer, or (z) the date Employee is no longer eligible to continue Employee’s group health insurance coverage employment with the Company as a result of Executive’s Disability or death (such period, the “Coverage Period”); provided, however, that if such continued coverage cannot be provided under the applicable plan(s) for longer than eighteen months, the Company shall pay Executive (or his estate, as applicable), on the first business day of each month thereafter, an amount equal to the premium subsidy the Company would have otherwise paid on Executive’s behalf for such coverage during the balance of the twenty-four month period. The COBRA health care continuation coverage period under Section 4980B of the Code, or any replacement or successor provision of United States tax law, shall run concurrently with the Coverage Period. As used herein “Permanent Disability” shall mean and include EmployeeFollowing Executive’s incapacity termination of employment due to physical death or mental illness Disability, except as set forth in this Section 6(b)(ii), Executive shall have no further rights to any compensation or disability to timely perform his duties any other benefits under this Agreement, as reasonably determined by the Board, for a period of six (6) or more months. Permanent Disability also includes Employee becoming permanently disabled within the meaning of any long-term disability plan of the Company applicable to Employee, and Employee commences to receive benefits under such plan. Termination of the Employment Period under this Section 5(b) shall not constitute a termination by the Company other than for Cause or by Employee for Good Reason.

Disability or Death. If the Employment Period is terminated due to the Your employment hereunder shall terminate immediately upon your death or Permanent if you become physically or mentally incapacitated and thus unable for a period of one hundred twenty (120) consecutive days or one hundred fifty (150) days during any consecutive six (6) month period to perform your duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Upon termination of your employment hereunder for either Disability of Employee, Employee or death (i) you or his your estate or legal representative(as the case may be) shall be entitled solely to receive, within thirty (30) days of the following: date of your termination, your Base Salary, employee benefits entitlements, unused vacation days, and expense reimbursement entitlements, in each case, accrued through the date of your termination, and (ii) you or your estate (as the case may be) shall be entitled to receive that portion of the bonus payable in accordance with the Bonus Plan that you would have been entitled to receive if you were still employed by SenDEC at the time the bonus becomes payable, if ever. If your employment is terminated as a result of your Disability as described in this Section 5(b), the Company shall (i) Base Salary continue to provide you with the same long term care, life insurance and accrued unused vacation through disability benefits provided to you immediately prior to termination, if any, as specified on Exhibit A, from the Date date of Termination (paid on such termination until the Company’s normal payroll payment first anniversary of the termination date), (ii) payment continue to provide you with the same medical benefits provided to you immediately prior to such termination from the date of such termination until the first anniversary of the annual cash bonus termination date, provided that the Company may partially fulfill this obligation to the extent allowed by applicable law, by paying your premiums under COBRA, and you shall timely elect COBRA coverage if requested by the Company. Except as herein provided, you or your estate (as described in Section 3(a)(iithe case may be) shall have no further rights to any other compensation (including any Base Salary)) of this Agreement that Employee otherwise would have earned but . All other employee benefits, if any, due to you following your termination for such termination of employment for the performance period in which Employee’s Date of Termination occurs, based on actual performance for the entire performance period, and payable no later than the end of the year in which the Permanent Disability or death occurs, provided that it shall be subject to a pro-rata reduction for determined in accordance with the portion plans, policies and practices of the performance period following the Date of TerminationSenDEC; provided, and however, that you (iii) in or your estate, as the case of a termination due to Permanent Disabilitymay be) shall not participate in any severance plan, and subject to Employee being eligible for and taking all steps necessary to continue Employee’s group health insurance coverage with the Company following the Date of Termination, continued participation, at the Company’s expense, in the Company’s group health plans for Employee and his covered dependents through the earliest of: (x) the eighteen (18) month anniversary of the Date of Termination, (y) the date Employee becomes eligible for group health insurance coverage from any other employer, policy or (z) the date Employee is no longer eligible to continue Employee’s group health insurance coverage with the Company under applicable law. As used herein “Permanent Disability” shall mean and include Employee’s incapacity due to physical or mental illness or disability to timely perform his duties under this Agreement, as reasonably determined by the Board, for a period of six (6) or more months. Permanent Disability also includes Employee becoming permanently disabled within the meaning of any long-term disability plan program of the Company applicable to Employee, and Employee commences to receive benefits under such plan. Termination of the Employment Period under this Section 5(b) shall not constitute a termination by the Company other than for Cause or by Employee for Good ReasonSenDEC.

Disability or Death. If (a) In the Employment Period is terminated due to event that the death or Permanent Disability Executive becomes disabled while in the employ of Employeethe Employer, Employee (or his estate or legal representative) the Executive shall be entitled solely to receive the following: (i) Base Salary and accrued unused vacation through Supplemental Retirement Benefit payable in equal monthly installments beginning with the Date of Termination (paid on the Company’s normal payroll payment date), (ii) payment first day of the annual cash bonus (as described in Section 3(a)(ii)) of this Agreement that Employee otherwise would have earned but for such termination of employment for month coinciding with or next following the performance period in which Employee’s Date of Termination occurs, based on actual performance for the entire performance period, and payable no later than the end Disability of the year in which the Permanent Disability or death occurs, provided that it shall be subject to a pro-rata reduction for the portion of the performance period following the Date of Termination, Executive and (iii) in the case of a termination due to Permanent Disability, and subject to Employee being eligible for and taking all steps necessary to continue Employee’s group health insurance coverage with the Company following the Date of Termination, continued participation, at the Company’s expense, in the Company’s group health plans for Employee and his covered dependents through the earliest of: (x) the eighteen (18) month anniversary of the Date of Termination, (y) the date Employee becomes eligible for group health insurance coverage from any other employer, or (z) the date Employee is no longer eligible to continue Employee’s group health insurance coverage with the Company under applicable law. As used herein “Permanent Disability” shall mean and include Employee’s incapacity due to physical or mental illness or disability to timely perform his duties under this Agreement, as reasonably determined by the Board, continuing thereafter for a period of six fifteen (615) or more monthsyears. Permanent For purposes hereof, Disability also includes Employee becoming permanently disabled within shall mean the meaning Executive (i) is unable to engage in any substantial gainful activity by reason of any long-term disability medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company applicable Bank. The determination of the Board of Directors of the Bank as to Employee, and Employee Disability shall be binding on the Executive. Nothing contained in this Agreement shall limit or affect the Executive=s right to the continuation of his salary during any waiting period imposed by a disability plan. (b) In the event that the Executive commences to receive benefits Supplemental Retirement Benefits under this Agreement and dies prior to the receipt of fifteen (15) years of such plan. Termination benefits, the remainder of the Employment Period under this Section 5(bSupplemental Retirement Benefits shall be payable until the expiration of such term to the beneficiary(ies) shall not constitute a termination designated by the Company other than Executive. In the event the Executive dies while employed by the Employer whether before or after age sixty-five (65) or dies after a Separation from Service on or after age sixty-five (65) but before the commencement of his benefits, the beneficiary(ies) designated by the Executive shall receive the Supplemental Retirement Benefit payable in equal monthly installments beginning with the first day of the month next following the Executive=s death and continuing thereafter for Cause or by Employee for Good Reasonfifteen (15) years.

Disability or Death. If the Employment Period is terminated due to the death or Permanent Disability of Employee, Employee (or his her estate or legal representative) shall be entitled solely to the following: (i) Base Salary and Salary, accrued unused vacation PTO, and any other accrued obligations through the Date of Termination (paid on the Company’s normal payroll payment date) (the “Accrued Compensation”), (ii) in the event the Employment Period is terminated due to Disability of the Employee, subject to Employee satisfying the waiver and release condition identified in Section 13(d) and not violating the Protective Covenants (if applicable), payment of the annual cash bonus Cash Bonus (as described in Section 3(a)(ii)) of this Agreement that Employee otherwise would have earned but for such termination of employment for the performance period in which Employee’s Date of Termination occurs, based on actual performance for the entire performance period, and payable no later than the end of the year in which the Permanent Disability or death occurs, provided that it shall be subject to a pro-rata reduction for the portion of the performance period following the Date of Termination, and (iii) in the case of a termination due to Permanent Disability, and subject to Employee being eligible for and taking all steps necessary to continue Employee’s group health insurance coverage with the Company following the Date of Termination, continued participation, at the Company’s expense, in the Company’s group health plans for Employee and his her eligible covered dependents through the earliest of: (x) the eighteen (18) -month anniversary of the Date of Termination, (y) the date Employee becomes eligible for group health insurance coverage from any other employer, or (z) the date Employee is no longer eligible to continue Employee’s group health insurance coverage with the Company under applicable law. As used herein “Permanent Disability” shall mean and include Employee’s incapacity due to physical or mental illness or disability to timely perform his her duties under this Agreement, as reasonably determined by the Board, for a period of six (6) or more consecutive months. Permanent Disability also includes Employee becoming permanently disabled within the meaning of any long-term disability plan of the Company applicable to Employee, and Employee commences to receive benefits under such plan. Termination of the Employment Period under this Section 5(b) shall not constitute a termination by the Company other than for Cause or by Employee for Good Reason.

Disability or Death. If the Employment Period is terminated due to the death or Permanent Disability of Employee, Employee (or his estate or legal representative) shall be entitled solely to the following: (i) Base Salary and accrued unused vacation through Executive's employment hereunder shall terminate upon his death or, upon 30 days' notice before or after the Date of Termination (paid on the Company’s normal payroll payment date), (ii) payment completion of the annual cash bonus (as described in Section 3(a)(ii)) of this Agreement that Employee otherwise would have earned but for such termination of employment for the performance period in which Employee’s Date of Termination occurs, based on actual performance for the entire performance relevant time period, if Executive becomes physically or mentally incapacitated and payable no later than the end of the year in which the Permanent Disability is therefore unable (or death occurswill as a result thereof, provided that it shall be subject to a pro-rata reduction for the portion of the performance period following the Date of Termination, and (iiiunable) in the case of a termination due to Permanent Disability, and subject to Employee being eligible for and taking all steps necessary to continue Employee’s group health insurance coverage with the Company following the Date of Termination, continued participation, at the Company’s expense, in the Company’s group health plans for Employee and his covered dependents through the earliest of: (x) the eighteen (18) month anniversary of the Date of Termination, (y) the date Employee becomes eligible for group health insurance coverage from any other employer, or (z) the date Employee is no longer eligible to continue Employee’s group health insurance coverage with the Company under applicable law. As used herein “Permanent Disability” shall mean and include Employee’s incapacity due to physical or mental illness or disability to timely perform his duties under this Agreement, as reasonably determined by the Board, for a period of six consecutive months or for an aggregate of nine months in any 18 consecutive month period to perform the essential functions of his job, with reasonable accommodations (6such incapacity is hereinafter referred to as "Disability"). Any question as to the existence of a Disability as to which Executive and Grove cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and Grove. If Executive and Grove 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 Grove and Executive shall be final and conclusive for all purposes of the Agreement. During the period when such determination is being made, Executive shall remain an employee and be compensated as such in full; provided that Executive does not unduly prolong or delay such determination. (ii) Upon termination of Executive's employment hereunder during the Employment Term for Disability, Executive shall receive from Grove (x) his Base Salary (at the rate in effect immediately prior to his termination of employment) through the end of the month in which such termination occurs, (y) any Incentive Compensation earned with respect to any previously completed Fiscal Year which remains unpaid as of such date of termination, and (z) a pro-rata amount of any Incentive Compensation that would otherwise become due in respect of the Fiscal Year in which such termination occurs based on the number of days in such Fiscal Year during which Executive was employed prior to the termination of employment, calculated in a manner consistent with the STIP and to be paid to Executive as of the date such Incentive Compensation would otherwise have been payable. Executive shall be entitled to no other salary or Incentive Compensation payments under this Agreement. Any benefits or payments under any other agreement (including those attached hereto) or more months. Permanent Disability also includes Employee becoming permanently disabled within employee benefit plan of Grove shall be determined under the meaning terms of such other agreement or benefit plan. (iii) Upon termination of Executive's employment hereunder during the Employment Term as a result of death, Executive's estate shall receive from Grove (x) his Base Salary at the rate in effect at the time of Executive's death through the end of the month in which his death occurs, (y) any Incentive Compensation earned with respect to any previously completed Fiscal Year which remains unpaid as of such date of termination, and (z) a pro-rata amount of any long-term disability Incentive Compensation that otherwise would become due in respect of the Fiscal Year in which such termination occurs based on the number of days in such Fiscal Year during which Executive was employed prior to the termination of employment, calculated in a manner consistent with the STIP and to be paid to Executive as of the date such Incentive Compensation would otherwise have been payable. Executive's estate shall be entitled to no other salary or Incentive Compensation payments under this Agreement. Any benefits or payments under any other agreement (including those attached hereto) or employee benefit plan of Grove shall be determined under the Company applicable to Employee, and Employee commences to receive benefits under terms of such other agreement or benefit plan. Termination of the Employment Period under this Section 5(b) shall not constitute a termination by the Company other than for Cause or by Employee for Good Reason.