Common use of Disability Clause in Contracts

Disability. The Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. The If during the term of this Agreement, the Employee shall be prevented from performing his duties hereunder by reason of disability, then the Company, on 30 days' prior notice to the Employee, may terminate Employee's employment under this Agreement. For purposes of this Agreement, the Employee shall be deemed to have become disabled when the Company, upon the advice of a qualified physician, shall have determined that the Employee has become physically or mentally incapable (excluding infrequent and temporary absences due to ordinary illness) of performing his duties under this Agreement. In the event of a termination pursuant to this paragraph 1.5(b), the Company shall be entitled to terminate the Executive’s employment if the Board determines relieved of all of its obligations under this Agreement, except that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance or provide to the Executive Employee (or his estate, in accordance with its normal payroll practicesthe event of his subsequent death), equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking Employee's salary in installments through the Release begins end of the Employment Term which was in one taxable year and ends in a second taxable yeareffect immediately prior to Employee's disability, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all any applicable Pro Rated Bonus, and (iii) continuation of Employee’s Group Health and Dental coverage and ArmadaCare program (including pursuant to COBRA to the extent applicable) for a period of eighteen months beginning the month following such payments shall immediately terminate at date of termination, with Employee paying such amount of premiums as would have been applicable if Employee had remained an earlier date if employee of the Executive returns Company. Before making any termination decision pursuant to active employmentthis Section 1.5(b), either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay determine whether there is any reasonable accommodation (within the meaning of Treas. Reg. section 1.409A-1(a)(5)the Americans With Disabilities Act) received or receivable by which would enable the Executive during such twelve-month period, provided such disability payments are made pursuant Employee to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing perform the essential functions of the Executive’s job for Employee's position under this Agreement despite the existence of any such disability. If such a reasonable accommodation is possible, the Company shall make that accommodation and shall not terminate the Employee's employment hereunder during the Employment Term based on a full-time basis for at least ninety (90) days in a calendar yearsuch disability.

Disability. The Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s his duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s his duties and is likely to continue for an indefinite period. Except as provided under Upon such involuntary termination, the terms Executive shall be entitled to receive the Accrued Obligations. Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of the awardinvoluntary termination). In addition, and subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution, execution and timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s his employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided provided, that (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the this Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s his job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. The Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s his duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s his duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject Subject to compliance with the covenants in Section 9 and Section 10 and the execution, execution and timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s his employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s his job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. The 4.1.1 During the Agreement Term, the Company shall be entitled and Nicor Gas may terminate the Executive’s employment upon the Executive’s Permanent Disability (as defined in Section 4.1.2) by giving the Executive or his legal representative, as applicable, (1) written notice in accordance with Section 11.8 of the Company’s or Nicor Gas’, as applicable, intention to terminate the Executive’s employment if pursuant to this section, and (2) a certification of the Board determines that Executive’s Permanent Disability by a physician selected by the Company or Nicor Gas or its insurers and reasonably acceptable to the Executive or the Executive’s legal representative. The Executive’s employment shall terminate effective on the 30th day (the “Permanent Disability Effective Date”) after the Executive’s receipt of such notice unless, before the Permanent Disability Effective Date, the Executive shall have resumed the full-time performance of the Executive’s duties. During the period in which the Executive has been unable a Disability, the Company or Nicor Gas, as applicable, may appoint a temporary replacement to attend to assume the Executive’s duties for at least ninety (90) days because of responsibilities. 4.1.2 The Executive shall be considered to have a “Permanent Disability” during any period in which he has a Disability (as defined below); provided, and has received a written opinion from a physician acceptable to the Board however, that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely shall not be considered to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the have “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vestedPermanent Disability” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided until (i) if the time for a period for returning and revoking the Release begins in one taxable year and ends in a second taxable yearof 180 consecutive days, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms as a result of the award. For purposes of the Agreementa Disability, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacityincapable, with or without after reasonable accommodation, prevents the Executive from satisfactorily of performing the essential functions of the Executive’s job for the Company his duties under this Agreement on a full-time basis basis; (ii) such Disability is reasonably expected to continue for at least ninety another 90 days; and (90iii) days at the Executive’s Termination Date, he is eligible for income replacement benefits under the Company’s or Nicor Gas’ long-term disability plan. The Executive shall be considered to have a “Disability” during any period in which he has a calendar yearphysical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement.

Disability. The Company 14.1 If during his active employment hereunder the Executive shall be entitled become physically or mentally disabled, whether totally or partially, so that he is prevented from performing his usual duties for a period of six consecutive months, the Employer shall, nevertheless, pay the Executive his full Base Salary and Bonus in respect of the period ending on the last day of the sixth consecutive month of disability (such last day being referred to terminate herein as the Executive’s employment if "Disability Date") and the Board determines that following additional provisions shall apply: 14.2 If the Executive has been unable to attend not resumed his usual duties on or prior to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below)Date, and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 's employment shall terminate and the executionEmployer shall pay, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred became physically or mentally disabled a permanent disabilitynotice of termination was delivered to the Executive, and further 75% of his Base Salary from the Disability Date through the end of the Term (without giving effect to any early termination provisions contained in this Employment Agreement) and, except as provided that such reduction does not otherwise affect in Section 14.4, the time Employer shall have no obligation to pay Bonus to the Executive in respect of payment of amounts periods after the Disability Date. Any Base Salary payable pursuant to this Section 5(b). With respect to any restricted stock unit awards held 14.2 shall be reduced by the Executive, settlement shall occur pursuant amount of any benefits payable to the terms Executive under any group or individual disability insurance plan or policy, the premiums for which are paid primarily by the Employer; 14.3 Unless the Employer exercises its option under Section 14.4 to restore the Executive to his full compensation, duties, functions, authority and responsibilities hereunder, the Executive shall have no obligations or liabilities hereunder from and after the Disability Date (except for his obligations under Sections 12 and 16, which shall survive); and 14.4 If during the Term and subsequent to a Disability Date, the Executive shall recover fully from a disability, the Employer, by action of the award. For purposes of Board, shall have the Agreement, “Disability” means right (exercisable within sixty days after notice from the Executive is incapacitated due of such recovery), but not the obligation, to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents restore the Executive from satisfactorily performing the essential functions to employment and to full compensation and his full level of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearduties, functions, authority and responsibilities hereunder.

Disability. The In the event Employee shall be unable to render the services or perform the duties of Employment hereunder by reason of illness, injury or incapacity (whether physical, mental, emotional or psychological) (any of the foregoing, as determined in accordance with the following sentence, shall be referred to herein as a “Disability”) for a period of either (i) 90 consecutive days or (ii) a total of 180 days, whether or not consecutive, within the preceding 365-day period, the Company shall have the right (but not the obligation) to terminate Employee’s Employment hereunder by providing Employee with 30 days’ prior written notice. Any determination of Disability shall be made by the CEO of PRA and the Committee in their reasonable good faith discretion. If Employee’s Employment hereunder is so terminated by reason of Disability, Employee shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided receive (i) if Employee’s base Salary through the time period for returning end of the month in which the Disability termination occurs and revoking accrued PTO through the Release begins in one taxable year and ends date of Disability termination, paid in a second taxable yearsingle lump sum within 30 days following the date of termination, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if a pro-rata Annual Bonus (based upon target bonus and the Executive returns days of employment in the calendar year of Termination), to active employmentbe paid in a single lump sum within 30 days following the termination date, either with less (iii) the Company or otherwise. Any aggregate amount of any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide any disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, insurance policy provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior is then in effect. Employee shall be entitled to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to receive all applicable disability benefits in accordance with the terms of the award. For purposes this Agreement and of the Agreement, “Disability” means the Executive is incapacitated due Company’s benefit programs and plans. Any unvested shares of PRA common stock awarded pursuant to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the ExecutiveSection 4(c) shall be forfeited upon Employee’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearDisability termination.

Disability. The 4.1.1 During the Agreement Term, the Company shall be entitled and Nicor Gas may terminate the Executive's employment upon the Executive's Permanent Disability (as defined in Section 4.1.2) by giving the Executive or his legal representative, as applicable, (1) written notice in accordance with Section 11.8 of the Company's or Nicor Gas', as applicable, intention to terminate the Executive’s 's employment if pursuant to this section, and (2) a certification of the Board determines that Executive's Permanent Disability by a physician selected by the Company or Nicor Gas or its insurers and reasonably acceptable to the Executive or the Executive's legal representative. The Executive's employment shall terminate effective on the 30th day (the "Permanent Disability Effective Date") after the Executive's receipt of such notice unless, before the Permanent Disability Effective Date, the Executive shall have resumed the full-time performance of the Executive's duties. During the period in which the Executive has been unable a Disability, the Company or Nicor Gas, as applicable, may appoint a temporary replacement to attend to assume the Executive’s duties for at least ninety (90) days because of 's responsibilities. 4.1.2 The Executive shall be considered to have a "Permanent Disability" during any period in which he has a Disability (as defined below); provided, and has received a written opinion from a physician acceptable to the Board however, that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely shall not be considered to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided have "Permanent Disability" until (i) if the time for a period for returning and revoking the Release begins in one taxable year and ends in a second taxable yearof 180 consecutive days, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms as a result of the award. For purposes of the Agreementa Disability, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacityincapable, with or without after reasonable accommodation, prevents the Executive from satisfactorily of performing the essential functions of the Executive’s job for the Company his duties under this Agreement on a full-time basis basis; (ii) such Disability is reasonably expected to continue for at least ninety another 90 days; and (90iii) days at the Executive's Termination Date, he is eligible for income replacement benefits under the Company's or Nicor Gas' long-term disability plan. The Executive shall be considered to have a "Disability" during any period in which he has a calendar yearphysical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement.

Disability. Employer may terminate Employee’s employment under this Agreement upon the Disability (as defined below) of Employee. The Company termination date for a termination of this Agreement pursuant to this Section 4.2 shall be entitled the date specified by Employer in a notice to terminate Employee. In the Executiveevent of Employee’s employment if the Board determines that the Executive has been unable Disability, (i) Employee shall continue to attend to the Executivereceive Employee’s duties Base Salary for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of Employer’s short term disability policy, which may be amended or modified in the award, and subject Employer’s discretion upon written notice to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company Employee (the “ReleaseInitial Disability Period”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all following such payments shall Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately terminate at an earlier date if the Executive returns to active employmentupon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior in addition to the date the Executive incurred a permanent disability, Accrued Obligations and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant subject to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee shall be eligible to receive (A) a bonus with respect to Employer’s fiscal year in which the award. For purposes termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, multiplied by the number of days in the fiscal year prior to and including the date of termination and divided by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days of the Agreementtermination date; and (B) all time-based Equity Awards granted to Employee by Pediatrix prior to termination of Employee’s employment shall immediately become fully vested, “Disability” means non-forfeitable and, if applicable, exercisable, and all performance-based shares awards, if any, shall remain outstanding and shall vest based upon actual performance determined at the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions end of the Executive’s job for applicable performance period (the Company on a full-time basis for at least ninety (90) days “Equity Acceleration”), except as set forth in a calendar yearthe award agreement.

Disability. The (i) Company shall be entitled to may terminate the Executive’s employment hereunder due to Executive’s Disability during the Term by giving Executive thirty (30) days’ written notice of its intent to terminate, but in no event shall such termination be effective prior to the expiration of the time periods in the definition of “Disability.” Notwithstanding the foregoing, Company will, after engaging in an interactive process with Executive to discern whether reasonable accommodation(s) can be provided without undue hardship upon Company, offer Executive reasonable accommodation(s) to enable Executive to perform the essential functions of Executive’s position to the extent required by applicable law (if any) before terminating Executive’s employment hereunder. Executive may decline such reasonable accommodation, in which case Executive’s employment hereunder will terminate as provided in this subsection. (ii) In the Board determines event of such termination for Disability, Executive will receive Executive’s Final Compensation. Company shall have no further obligation hereunder to Executive upon termination of Executive’s employment under this Section 5(d), including, specifically, that the provisions of Section 5(d) shall not apply. (iii) Subject to Executive’s rights under the Family and Medical Leave Act (FMLA) and the Americans with Disabilities Act (ADA), Company may designate another Executive has been to act in Executive’s place during any period of Executive’s Disability during which Executive is unable to attend perform the essential functions of Executive’s position with or without a reasonable accommodation. Notwithstanding any such designation, Executive shall continue to receive the Base Salary in accordance with Section 4(a) and coverage under the Benefit Plans in accordance with Section 4(b), to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to extent permitted by the Board that such condition prevents the Executive from resuming full performance then- current terms of the Executive’s duties applicable benefit plans and is likely to continue for an indefinite period. Except as provided under the terms FMLA, if applicable, until the earliest to occur of: (A) the end of the awardTerm, and subject to compliance with (B) Executive becomes eligible for disability income benefits under Company’s disability income plan, or (C) the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation termination of Executive’s employment. (iv) While receiving disability income payments under Company’s disability income plan (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references Company will continue to “fully vested” in connection with any award subject pay to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at under Section 4(a), but may offset any such disability income payments Executive receives against the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date Base Salary payments. Executive will also continue to participate in the second taxable year; Benefit Plans in accordance with Section 4(b) and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of such Benefit Plans, until the award. For end of the Term or until the termination of Executive’s employment, whichever occurs first. (v) If any question arises as to whether during any period Executive has a Disability as defined herein, Executive may, and at the request of Company shall, submit to a medical examination by a qualified, unbiased physician selected by Company and reasonably acceptable to Executive or Executive’s duly appointed guardian, if any, to determine whether Executive has a Disability and such determination shall for the purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions this Agreement be conclusive of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearissue.

Disability. The Company (a) During the Term of Employment, as well as during the Severance Period, the Executive shall be entitled to terminate disability coverage as described in this Section 8(a). In the event the Executive becomes disabled, as that term is defined under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive’s employment if 's attainment of age 65 or (B) the Board determines that Executive's commencement of retirement benefits from the Company in accordance with Section 10(f) below. If (i) the Executive has been unable ceases to attend to be disabled during the Executive’s duties for at least ninety (90) days because Term of a Disability Employment (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under determined in accordance with the terms of the awardLong-Term Disability Plan), (ii) his position or another senior executive position is then vacant and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicableiii) by the Executive of a release of claims in a form and substance reasonably requested by the Company (requests in writing that he resume such position, he may elect to resume such position by written notice to the “Release”) (unless Company within 15 days after the Company delivers its request. If he resumes such Release is waived by the Compensation Committee in its sole discretion)position, any then outstanding restricted stock or restricted stock unit awards he shall become fully vested (for purposes of this Section 5(b), references thereafter be entitled to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting his Base Salary at the target level annual rate in effect on the Commencement Date and, for the year he resumes his position, a pro rata annual incentive award. If he ceases to be disabled during the Term of achievement of the performance goal or goals under the award), Employment and the Company shall pay severance to the Executive does not resume his position in accordance with its normal payroll practicesthe preceding sentence, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) he shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made treated as if he voluntarily terminated his employment pursuant to a plan sponsored by the Company that covers a substantial number Section 10(d) as of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant ceases to this Section 5(b)be disabled. With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means If the Executive is incapacitated due not offered his position or another senior executive position after he ceases to physical or mental illness and such incapacitybe disabled during the Term of Employment, with or without reasonable accommodation, prevents he shall be treated as if his employment was terminated Without Cause pursuant to Section 10(c) as of the date the Executive from satisfactorily performing the essential functions of the Executive’s job ceases to be disabled. (b) The Executive shall be entitled to a pro rata annual incentive award for the Company year in which the Commencement Date occurs based on a full-time basis for at least ninety (90) days 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a calendar yearlump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. The Company If Executive shall be entitled deemed disabled under the Company’s then existing long-term disability plan, the Board of Directors (or the Chief Executive Officer, as appropriate) may remove Executive from any responsibilities and/or reassign Executive to terminate another position with the Company for the remainder of the Term or during the period of such disability. Notwithstanding any such removal or reassignment, Executive shall continue to receive Executive’s employment if full Base Salary (less any disability pay or sick pay benefits to which Executive may be entitled under the Board determines that the Executive has been unable to attend Company’s policies) and benefits under Section 5 of this Agreement (except to the Executive’s duties extent that Executive is ineligible for at least ninety (90one or more such benefits under applicable plan terms) days because for a period of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal up to twelve (12) months of the Executive’s Base Salary as in effect at the time the months, and Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall may be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored terminated by the Company that covers a substantial number at any time thereafter. In the event of employees of the Company and was established prior to the date the Executive incurred a permanent disabilitysuch termination, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due entitled to physical receive payment of the bonus that the Executive would have been entitled to receive under the bonus or mental illness other performance plan referred to in Section 4(b) had his employment not been terminated, pro rated for the number of days the Executive was employed by the Company during the relevant period. Such payment shall be made to the Executive at the same time bonuses under such plan are generally paid to other participants. In the event of such termination, the Company shall have no further obligations except to make Executive’s accrued Base Salary and benefit payments contemplated by this Section 6(f) through the date of such incapacity, termination. If any question shall arise as to whether during any period Executive is disabled so as to be unable to perform the essential functions of Executive’s then existing position or positions with or without reasonable accommodation, prevents Executive may, and at the Executive from satisfactorily performing the essential functions request of the Company shall, submit to the Company a certification in reasonable detail by a physician (local to the Company’s principal offices) selected by the Company to whom Executive or Executive’s job guardian has no reasonable objection as to whether Executive is so disabled or how long such disability is expected to continue, and such certification shall for the Company purposes of this Agreement be conclusive of the issue. Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on a full-time basis for at least ninety (90Executive. Nothing in this Section 6(e) days in a calendar yearshall be construed to waive Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Xxxxxxxxxxxx Xxx, 00 X.X.X. §00000 et seq.

Disability. The If the Executive's employment is terminated due to Disability during the Employment Period, either by the Company or by the Executive, the Employment Period shall end as of the date of the termination of the Executive's employment and the Executive shall be entitled to terminate the Executive’s employment if following, as soon as practicable following the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety date of termination: (90A) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall earned but not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established paid prior to the date of the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect termination of the Executive's employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive's employment; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of amounts the termination of the Executive's employment; (D) the 1999 Incentive Bonus or any bonus payable pursuant to this Section 5(b). With any Future Bonus Plans, to the extent earned but not paid with respect to the year in which the Executive's termination of employment occurs; (E) a pro rata portion (based on the number of days worked) of the bonus payable under the 1999 Incentive Bonus Plan or any restricted stock unit awards Future Bonus Plan in effect for the year in which the Executive's termination of employment occurs; PROVIDED, HOWEVER, that the performance goals established under the applicable program with respect to the entire year in which the Executive's termination of employment occurs are met; (F) immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive, settlement shall occur pursuant to Executive on the terms date of the award. For purposes his Disability; (G) immediate vesting of the Agreement, “Disability” means all Company stock options held by the Executive is incapacitated due to physical or mental illness and such incapacityon the date of his Disability, with or without reasonable accommodation, prevents such options remaining exercisable for twelve months from the Executive from satisfactorily performing the essential functions date of the Executive’s job for 's Disability; and (H) such additional benefits as may be provided by the Company on a full-time basis for at least ninety (90) days in a calendar yearthen existing plans, programs and/or arrangements of the Company.

Disability. The Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s his duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s his duties and is likely to continue for an indefinite period. Except as provided under Upon such involuntary termination, the terms Executive shall be entitled to receive the Accrued Obligations. Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of the awardinvoluntary termination). In addition, and subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution, execution and timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s his employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided provided, that (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s his job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. The In the event that the Executive suffers a Disability, the Company shall be entitled to may, in its discretion, terminate the Executive’s employment if the Board determines that hereunder. For purposes of this Agreement, “Disability” shall be defined to occur at such time as the Executive has been unable becomes eligible to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided receive benefits under the terms of the awardCompany’s then applicable long-term disability policy, or, in the absence of such policy, shall be defined as a physical or mental disability that prevents the Executive from performing his duties under this Agreement for ninety (90) consecutive days or more, or for an aggregate of one hundred twenty (120) days in any period of twelve (12) months. The Company may only terminate the Executive on account of Disability after giving due consideration to whether reasonable accommodations can be made under which the Executive is able to fulfill his duties under this Agreement. The commencement date and subject expected duration of any physical or mental condition that prevents the Executive from performing his duties hereunder shall be determined by a medical doctor mutually acceptable to compliance with the covenants in Section 9 and Section 10 Executive and the execution, timely return and non-revocation (if applicable) by Company. In the Executive of a release of claims in a form and substance reasonably requested event the Executive’s employment is terminated by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretionpursuant to this Section 6(e), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance the Executive the Accrued Amounts in a lump sum within ten (10) days of termination of employment. In addition, to the extent not included in the Accrued Amounts, the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period shall receive a pro rata bonus for the Release has expired; provided (i) if the time bonus period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to which the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts termination pursuant to this Section 5(b)6(e) occurs calculated at one hundred percent (100%) of the Target Bonus then in effect, multiplied by a fraction the numerator of which is the number of days that the Executive was employed during such bonus term and the denominator of which is 365. With respect to any restricted stock unit awards held by Such prorated bonus shall be paid in accordance with the ExecutiveCompany’s customary practices for payment of executive bonuses but with no additional performance requirements or contingencies, settlement shall occur pursuant provided, however, that to the terms extent that this Employment Agreement is treated as a nonqualified deferred compensation arrangement under Section 409A, the payment of such bonus may not be accelerated by either the award. For purposes of the Agreement, “Disability” means Company or the Executive is incapacitated due to physical or mental illness unless such acceleration does not trigger the application of interest and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year.penalty taxes under Section 409A.

Disability. The (i) If the Company shall be entitled determines in good faith that the Disability (as defined in Section 4(f)(ii)) of the Executive has occurred during the Term, it may give to the Executive written notice of its intention to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to employment. In such event, the Executive’s duties for at least ninety employment with the Company shall terminate effective on the 30th day after receipt of such written notice by the Executive (90) days because of a the “Disability (as defined belowEffective Date”), and has received a written opinion from a physician acceptable to provided, that, within the Board that 30-day period after such condition prevents receipt, the Executive from resuming full shall not have returned to full-time performance of the Executive’s duties and is likely to continue for an indefinite periodduties. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time If the Executive’s employment terminatesis terminated by reason of his Disability, this Agreement shall terminate, and the Executive shall be entitled to no further payments or benefits hereunder, other than payment of Accrued Amounts, including, without limitation, benefits under such plans, programs, practices and policies relating to disability benefits, if any, as are applicable to the Executive on the Disability Effective Date. The rights of the Executive with respect to any benefit plans shall be determined in accordance with the first payment on specific terms, conditions and provisions of the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning applicable award agreements and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and benefit plans. (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the this Agreement, “Disability” means shall mean: (A) a long-term disability entitling the Executive to receive benefits under the Company’s long-term disability plan as then in effect; or (B) if no such plan is incapacitated due then in effect or the plan does not apply to physical or mental illness the Executive the inability of the Executive, as determined by the Board, to perform the essential functions of his regular duties and such incapacityresponsibilities hereunder, with or without reasonable accommodation, prevents due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of at least six consecutive months. At the request of the Executive from satisfactorily performing or his personal representative, the essential functions Board’s determination that the Disability of the Executive has occurred shall be certified by a physician mutually agreed upon by the Executive or his personal representative and the Company, the choice of such physician not to be unreasonably withheld by the Executive or his personal representative. Without such physician certification (if it is requested by the Executive or his personal representative), the Executive’s job for termination shall be deemed a termination by the Company on without Cause and not a full-time basis for at least ninety (90) days in a calendar yeartermination by reason of Disability.

Disability. The Company (a) If Executive shall be entitled to terminate become physically or mentally disabled during the Executive’s employment if the Board determines that the Executive has been unable to attend Term to the Executive’s extent that his ability to perform his duties and services hereunder is materially and adversely impaired (any such incapacity, a “Disability”), his Base Salary, bonus and other compensation provided herein shall continue while he remains employed by the Company; provided, that if such Disability (as determined in the Company's reasonable judgment, exercised in good faith) continues for at least ninety three (903) consecutive months, the Company may terminate Executive's employment hereunder, in which case the Company within 10 business days because shall pay Executive a cash payment equal to (i) his annual Base Salary as provided in Section 5(a) hereof to the extent earned but unpaid as of a Disability the date of termination (as defined below“Unpaid Salary”), and has received a written opinion from a physician acceptable (ii) the bonus payable pursuant to Section 5(b) for the fiscal year of the Company ending prior to the Board that such condition prevents date of termination (to the Executive from resuming full extent earned based on performance under the goals and objectives of the applicable plan but not previously paid) (“Unpaid Bonus”) and (iii) Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation 's then accrued but unused vacation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “ReleaseUnpaid Vacation”) (unless such Release is waived by the Compensation Committee Unpaid Salary, Unpaid Bonus and Unpaid Vacation referred to sometimes together as the “Accrued Amounts”). Additionally, in its sole discretion)the event of a termination of employment due to Disability, any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to Executive a pro-rata portion of the Target Bonus for the year in which the termination for Disability occurred. All options, restricted stock and/or other awards held by Executive on the date of termination for Disability shall vest only through the date of termination according to the Executive normal vesting schedule applicable to such options, restricted stock and/or other awards and shall be treated in accordance with its normal payroll practices, equal to twelve the applicable award agreements. (12b) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the No payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable vesting under this Section 5(b7 will be made if such Disability arose primarily from (a) shall be reduced on chronic use of intoxicants, drugs or narcotics (other than drugs prescribed to Executive by a dollarphysician and used by Executive for their intended purpose for which they had been prescribed) or (b) intentionally self-forinflicted injury or intentionally self-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearinduced illness.

Disability. The Company shall be entitled to terminate the If Executive’s employment if is terminated by reason of Executive’s Disability during the Board determines Employment Period, this Agreement shall terminate without further obligations to Executive, except that: (i) Accrued Obligations and Prorated Bonus shall be timely paid as provided below; (ii) Other Benefits shall be timely paid or provided as described below; (iii) notwithstanding the terms of any applicable equity or deferred compensation plan or agreement, all options that the Executive has been unable to attend are ISOs and that vested at or prior to the Executive’s duties for at least ninety (90) days because Date of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under Termination shall remain exercisable in accordance with the terms of the awardapplicable plan and award agreement; (iv) notwithstanding the terms of any applicable equity or deferred compensation plan or agreement, all options previously granted and scheduled to vest in the year in which the Date of Termination occurs shall immediately vest and be exercisable (A) in the case of ISOs, for 12 months from the Date of Termination, and subject to compliance with (B) in the covenants in Section 9 and Section 10 and case of NSOs, for the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement remaining portion of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation exercise period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date set forth in the second taxable yearapplicable plan and award agreement; and (iiv) all such payments shall immediately terminate other options that vested at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date Date of Termination shall remain exercisable for the period of exercise in effect immediately prior to the Date of Termination. Accrued Obligations and the Prorated Bonus shall be paid to Executive incurred in a permanent disability, and further provided that such reduction does not otherwise affect lump sum in cash on the time 30th day after the Date of payment of amounts pursuant to this Section 5(b)Termination. With respect to any restricted stock unit awards held by the Executiveprovision of Other Benefits, settlement the term Other Benefits as utilized in this Section 8(c) shall occur pursuant include, without limitation, and Executive shall be entitled after the Date of Termination to receive, (1) all disability benefits under all Welfare Benefit Plans relating to disability, (2) the terms COBRA Reimbursement provided for in Section 8(a)(ii), and (3) for the remainder of the award. For purposes of Remaining Employment Period, the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90payments provided in Section 8(a)(iii) days in a calendar yearhereof.

Disability. The In the event Officer shall become disabled as defined in Treasury Regulation 1.409(A)-3(i)(4) (“Disability”), the Company shall be entitled to terminate provide the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability following payments and benefits: a. The Accrued Rights (as defined in Section 7(a) below), ; b. If Officer’s employment is terminated following the end of a fiscal year and has received a written opinion from a physician acceptable prior to the Board that such condition prevents payment date for the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants bonus described in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion4(a), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b)if any, references that Officer would have been entitled to “fully vested” in connection receive with any award subject respect to performance-such completed fiscal year, based vesting conditions refers to vesting at upon the target level of achievement of the performance goal or goals under the award)Company’s actual results, and the Company shall pay severance to the Executive in accordance with its normal payroll practicesOfficer, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns bonus is paid to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees other executives of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant according to the terms of the awardapplicable bonus program adopted by the Company, the amount of such bonus described in Section 4(a), if any, that Officer would have been entitled to receive with respect to such completed fiscal year had Officer’s employment not terminated prior to the payment date for such bonus; and a pro rata portion of the bonus described in Section 4(a), if any, that Officer would have been entitled to receive for the fiscal year in which the Disability Payment Date (as defined below) occurs, based upon the Company’s actual results for the year of termination and the percentage of the fiscal year that shall have elapsed through the Disability Payment Date, payable to Officer pursuant to Section 4(a) had Officer’s employment not terminated, which pro-rata bonus shall be paid at the time such bonus is paid to other executives of the Company according to the terms of the applicable bonus program adopted by the Company; and c. Through insurance or on its own account coverage for Officer that will provide payment of Officer’s full salary and benefits for twelve (12) months, with (i) the payment of Officer’s salary to commence within thirty (30) days (with the date of such initial payment(s) determined by the Company in its sole discretion) of the Disability Payment Date (as defined below) and (ii) such payments being paid on the same terms and with the same frequency as Officer’s salary was paid prior to such incapacity or illness. For purposes of the Agreementperiod beyond twelve (12) months, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company shall provide such coverage to Officer as is then available to Officer in accordance with Company policy. To the extent that payments are received from Worker’s Compensation or other Company paid disability plans, the Company’s obligations will be reduced by amounts so received. The date on a full-time basis for at least ninety (90) days in a calendar yearwhich it is determined that Officer is Disabled is referred to herein as the “Disability Payment Date.”

Disability. The (a) If Executive shall become physically or mentally disabled during the Term to the extent that his ability to perform his duties and services hereunder is materially and adversely impaired (any such incapacity, a “Disability”), his Base Salary, bonus and other compensation provided herein shall continue while he remains employed by the Company; provided, that if such Disability (as determined in the Company’s reasonable judgment, exercised in good faith) continues for at least three (3) consecutive months, the Company shall be entitled to may terminate the Executive’s employment if hereunder, in which case the Board determines that the Company within 10 business days shall pay Executive has been unable a cash payment equal to attend (i) his annual Base Salary as provided in Section 5(a) hereof to the extent earned but unpaid as of the date of termination (“Unpaid Salary”), (ii) the bonus payable pursuant to Section 5(b) for the fiscal year of the Company ending prior to the date of termination (to the extent earned based on performance under the goals and objectives of the applicable plan but not previously paid) (“Unpaid Bonus”) and (iii) Executive’s duties for at least ninety then accrued but unused vacation (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “ReleaseUnpaid Vacation”) (unless such Release is waived by the Compensation Committee Unpaid Salary, Unpaid Bonus and Unpaid Vacation referred to sometimes together as the “Accrued Amounts”). Additionally, in its sole discretion)the event of a termination of employment due to Disability, any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months a pro-rata portion of the Executive’s Base Salary as Target Bonus for the year in effect which the termination for Disability occurred, payable at the same time when the Executive’s employment terminates, with the first bonus payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made termination otherwise would have been paid pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any All options, restricted stock unit and/or other awards held by Executive on the Executive, settlement date of termination for Disability shall occur pursuant vest only through the date of termination according to the terms normal vesting schedule applicable to such options or restricted stock and Executive shall be treated in accordance with the applicable award agreements. (b) No payments or vesting under this Section 7 will be made if such Disability arose primarily from (a) chronic use of the award. For purposes of the Agreementintoxicants, “Disability” means the drugs or narcotics (other than drugs prescribed to Executive is incapacitated due to physical by a physician and used by Executive for their intended purpose for which they had been prescribed) or mental illness and such incapacity, with (b) intentionally self-inflicted injury or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a fullintentionally self-time basis for at least ninety (90) days in a calendar yearinduced illness.

Disability. The Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because If, as a result of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated incapacity due to physical or mental illness and such incapacityor injury, with or without reasonable accommodationas reasonably determined by the Executive's physician, prevents the Executive shall have been absent from satisfactorily performing the essential functions Executive's full-time duties hereunder for six (6) consecutive months, then thirty (30) days after receiving written notice (which notice may occur before or after the end of such six (6) month period, but which shall not be effective earlier than the last day of such six (6) month period), Enfinity may terminate the Executive's employment hereunder provided the Executive is unable to resume his full-time duties at the conclusion of such notice period. Also, the Executive may terminate his employment hereunder if his health should become impaired to an extent that makes the continued performance of the Executive’s job for 's duties hereunder hazardous to the Company on Executive's physical or mental health or life, provided that the Executive shall have furnished Enfinity with a full-time basis for written statement from the Executive's doctor to such effect and provided, further, that, at least ninety Enfinity's request made within thirty (9030) days of the date of such written statement, the Executive shall submit to an examination by a doctor selected by Enfinity who is reasonably acceptable to the Executive or his doctor and such doctor shall have concurred in the conclusion of the Executive's doctor. If the two doctors cannot agree as to whether or not the Executive is so disabled, the two doctors shall designate a calendar yearthird doctor to examine the Executive and a majority of the three doctors so selected shall make such determination. In the event this Agreement is terminated by either party as a result of the Executive's disability, Enfinity shall continue to compensate the Executive at his then-current base salary until such time as any applicable waiting periods under the Executive's long-term disability policy provided by Enfinity shall be exhausted and the Executive shall be receiving payments pursuant to such policy.

Disability. The (a) If, by reason of physical or mental disability, the Executive is (i) unable to carry out the material duties he has assumed pursuant to this Agreement for more than one hundred eighty (180) days in any twelve (12) month period, (ii) the Executive is eligible to receive current benefits under the Company’s Long Term Disability Plan and (iii) if a Change of Control of the Company has occurred prior to (i) and (ii) being satisfied, such disability is likely to totally and permanently prevent the Executive from performing his material duties hereunder (“Disability”), the Company may terminate the Executive’s services hereunder by a Notice of Disability Termination given in accordance with (b) below. During any period of disability prior to such termination the Executive shall continue to receive all compensation and other benefits provided herein as if he had not been disabled, at the time, in the amounts and in the manner provided herein, provided that the Company shall be entitled to a credit against such amounts with regard to the amount, if any, paid to the Executive under the Long Term Disability Plan for such period on a period matching basis. Notwithstanding the foregoing, in the event (as a result of the Executive’s incapacity due to physical or mental illness), the Executive incurs a separation from service pursuant to Code Section 409A, the Employee’s employment shall immediately terminate for Disability. (b) In the event a dispute arises between the Executive and the Company concerning the Executive’s physical or mental ability to continue or return to the performance of his duties as aforesaid or as to whether such disability is likely to totally and permanently prevent the Executive from performing his material duties, the Executive shall submit to examination by a competent physician mutually agreeable to both parties or, if the parties are unable to agree, by a physician appointed by the President of the Association of the Bar of the City of New York, and such physician’s opinion shall be final and binding. (c) Notwithstanding anything in this Agreement to the contrary, the Executive’s right to terminate the Executive’s employment if the Board determines that the Executive has been unable for Good Reason or voluntarily pursuant to attend to Section 5.5 hereof shall not be affected by the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated incapacity due to physical or mental illness illness. (d) For purposes of this Agreement, a “Notice of Disability Termination” shall mean a written notice which sets forth in reasonable detail the facts and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions circumstances claimed to provide a basis for termination of the Executive’s job employment under this Section 4.2 and which shall have been authorized by a vote of at least three-quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and reasonable opportunity for the Company on a full-time basis for at least ninety (90) days in a calendar yearExecutive, together with the Executive’s counsel, to be heard before the Board).

Disability. The (i) Company shall be entitled to may terminate the Executive’s employment hereunder due to Executive’s Disability during the Term by giving Executive thirty (30) days’ written notice of its intent to terminate, but in no event shall such termination be effective prior to the expiration of the time periods in the definition of “Disability.” Notwithstanding the foregoing, Company will, after engaging in an interactive process with Executive to discern whether reasonable accommodation(s) can be provided without undue hardship upon Company, offer Executive reasonable accommodation(s) to enable Executive to perform the essential functions of Executive’s position to the extent required by applicable law (if any) before terminating Executive’s employment hereunder. Executive may decline such reasonable accommodation, in which case Executive’s employment hereunder will terminate as provided in this subsection. (ii) In the Board determines event of such termination for Disability, Executive will receive Executive’s Final Compensation. Company shall have no further obligation hereunder to Executive upon termination of Executive’s employment under this Section 5(d), including, specifically, that the provisions of Section 5(d) shall not apply. (iii) Subject to Executive’s rights under the Family and Medical Leave Act (FMLA) and the Americans with Disabilities Act (ADA), Company may designate another Executive has been to act in Executive’s place during any period of Executive’s Disability during which Executive is unable to attend perform the essential functions of Executive’s position with or without a reasonable accommodation. Notwithstanding any such designation, Executive shall continue to receive the Base Salary in accordance with Section 4(a) and coverage under the Benefit Plans in accordance with Section 4(b), to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to extent permitted by the Board that such condition prevents the Executive from resuming full performance then-current terms of the Executive’s duties applicable benefit plans and is likely to continue for an indefinite period. Except as provided under the terms FMLA, if applicable, until the earliest to occur of: (A) the end of the awardTerm, and subject to compliance with (B) Executive becomes eligible for disability income benefits under Company’s disability income plan, or (C) the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation termination of Executive’s employment. (iv) While receiving disability income payments under Company’s disability income plan (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references Company will continue to “fully vested” in connection with any award subject pay to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at under Section 4(a), but may offset any such disability income payments Executive receives against the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date Base Salary payments. Executive will also continue to participate in the second taxable year; Benefit Plans in accordance with Section 4(b) and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of such Benefit Plans, until the award. For end of the Term or until the termination of Executive’s employment, whichever occurs first. (v) If any question arises as to whether during any period Executive has a Disability as defined herein, Executive may, and at the request of Company shall, submit to a medical examination by a qualified, unbiased physician selected by Company and reasonably acceptable to Executive or Executive’s duly appointed guardian, if any, to determine whether Executive has a Disability and such determination shall for the purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions this Agreement be conclusive of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearissue.

Disability. The (a) If Executive shall become physically or mentally disabled during the Term to the extent that his ability to perform his duties and services hereunder is materially and adversely impaired (any such incapacity, a “Disability”), his Base Salary, bonus and other compensation provided herein shall continue while he remains employed by the Company; provided, that if such Disability (as determined in the Company’s reasonable judgment, exercised in good faith) continues for at least three (3) consecutive months, the Company shall be entitled to may terminate the Executive’s employment if hereunder, in which case the Board determines that the Company within 10 business days shall pay Executive has been unable a cash payment equal to attend (i) his annual Base Salary as provided in Section 5(a) hereof to the extent earned but unpaid as of the date of termination (“Unpaid Salary”), (ii) the bonus payable pursuant to Section 5(b) for the fiscal year of the Company ending prior to the date of termination (to the extent earned based on performance under the goals and objectives of the applicable plan but not previously paid) (“Unpaid Bonus”) and (iii) Executive’s duties for at least ninety then accrued but unused vacation (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “ReleaseUnpaid Vacation”) (unless such Release is waived by the Compensation Committee Unpaid Salary, Unpaid Bonus and Unpaid Vacation referred to sometimes together as the “Accrued Amounts”). Additionally, in its sole discretion)the event of a termination of employment due to Disability, any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to Executive a pro-rata portion of the Target Bonus for the year in which the termination for Disability occurred. All options, restricted stock and/or other awards held by Executive on the date of termination for Disability shall vest only through the date of termination according to the Executive normal vesting schedule applicable to such options, restricted stock and/or other awards and shall be treated in accordance with its normal payroll practices, equal to twelve the applicable award agreements. (12b) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the No payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable vesting under this Section 5(b7 will be made if such Disability arose primarily from (a) shall be reduced on chronic use of intoxicants, drugs or narcotics (other than drugs prescribed to Executive by a dollarphysician and used by Executive for their intended purpose for which they had been prescribed) or (b) intentionally self-forinflicted injury or intentionally self-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearinduced illness.

Disability. The Company (a) If Executive shall be entitled to terminate become physically or mentally disabled during the Executive’s employment if the Board determines that the Executive has been unable to attend Term to the Executive’s extent that his ability to perform his duties and services hereunder is materially and adversely impaired, his Base Salary, bonus and other compensation provided herein shall continue while he remains employed by the Company; provided, that if such disability (as determined in the Company's reasonable judgment, exercised in good faith) continues for at least ninety three (903) days because of a Disability (as defined below)consecutive months, and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee may terminate Executive's employment hereunder, in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and which case the Company within 10 business days shall pay severance to the Executive in accordance with its normal payroll practices, a cash payment equal to twelve (12i) months of the Executive’s his annual Base Salary as provided in effect at Section 5(a) hereof to the time extent earned but unpaid as of the Executive’s employment terminatesdate of termination ("Unpaid Salary"), with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns bonus payable pursuant to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by for the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees fiscal year of the Company and was established ending prior to the date of termination (to the Executive incurred extent earned based on performance under the goals and objectives of the applicable plan but not previously paid) ("Unpaid Bonus"), (iii) Executive's then accrued but unused vacation ("Unpaid Vacation") (the Unpaid Salary, Unpaid Bonus and Unpaid Vacation referred to sometimes together as the "Accrued Amounts") and (iv) a permanent disabilitypro-rata portion of the Target Bonus for the year in which the termination for disability occurs. All options, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit and/or other awards held by Executive on the Executive, settlement date of termination for disability shall occur pursuant vest only through the date of termination according to the terms normal vesting schedule applicable to such options or restricted stock and Executive shall be treated in accordance with the applicable award agreements. (b) No payments or vesting under this Section 7 will be made if such disability arose primarily from (a) chronic use of the award. For purposes of the Agreementintoxicants, “Disability” means the drugs or narcotics (other than drugs prescribed to Executive is incapacitated due to physical by a physician and used by Executive for their intended purpose for which they had been prescribed) or mental illness and such incapacity, with (b) intentionally self-inflicted injury or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a fullintentionally self-time basis for at least ninety (90) days in a calendar yearinduced illness.

Disability. The In the event Employee shall be unable to render the services or perform the duties of Employment hereunder by reason of illness, injury or incapacity (whether physical, mental, emotional or psychological) (any of the foregoing, as determined in accordance with the following sentence, shall be referred to herein as a "Disability") for a period of either (i) 90 consecutive days or (ii) a total of 180 days, whether or not consecutive, within the preceding 365-day period, the Company shall have the right (but not the obligation) to terminate Employee's Employment hereunder by providing Employee with 30 days' prior written notice. Any determination of Disability shall be made by the CEO of the Company and the Committee in their reasonable good faith discretion. If Employee's Employment hereunder is so terminated by reason of Disability, Employee shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided receive (i) if Employee's base Salary through the time period for returning end of the month in which the Disability termination occurs and revoking accrued PTO through the Release begins in one taxable year and ends date of Disability termination, paid in a second taxable yearsingle lump sum within 30 days following the date of termination, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if a pro-rata Annual Bonus (based upon target bonus and the Executive returns days of employment in the calendar year of Termination), to active employmentbe paid in a single lump sum within 30 days following the termination date, either with less (iii) the Company or otherwise. Any aggregate amount of any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide any disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, insurance policy provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior is then in effect. Employee shall be entitled to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to receive all applicable disability benefits in accordance with the terms of the award. For purposes this Agreement and of the AgreementCompany's benefit programs and plans. Any unvested shares of the Company’s common stock awarded pursuant to Section 4(c) shall vest immediately (at target) upon Employee's Disability termination. Notwithstanding any other provision contained herein, “Disability” means the Executive is incapacitated due to physical or mental illness all leaves, accommodations and such incapacity, payments made in connection with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days Disability shall be provided in a calendar yearmanner which is consistent with federal and state law.

Disability. The Company (a) During the Term of Employment, the Executive shall be entitled to terminate disability coverage as described in this Section 7(a). In the event the Executive becomes disabled, as that term is defined under the Company’s Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company’s Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% (or at the rate then applicable) of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company’s long-term disability benefits (“Commencement Date”) for a period beginning on the Commencement Date and ending with the Executive’s employment if the Board determines that attainment of age 65. If (i) the Executive has been unable ceases to attend to be disabled during the Executive’s duties for at least ninety (90) days because Term of a Disability Employment (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under determined in accordance with the terms of the awardLong-Term Disability Plan), and subject to compliance with (ii) the covenants position set forth in Section 9 2(a) are then vacant and Section 10 and the execution, timely return and non-revocation (if applicableiii) by the Executive of a release of claims in a form and substance reasonably requested by the Company (requests in writing that he resume such position, he may elect to resume such position by written notice to the “Release”) (unless Company within 15 days after the Company delivers its request. If he resumes such Release is waived by the Compensation Committee in its sole discretion)position, any then outstanding restricted stock or restricted stock unit awards he shall become fully vested (for purposes of this Section 5(b), references thereafter be entitled to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting his Base Salary at the target level annual rate in effect on the Commencement Date and, for the year he resumes his position, a pro rata Annual Incentive Award at 75% of achievement Base Salary for such year. If he ceases to be disabled during the Term of the performance goal or goals under the award), Employment and the Company shall pay severance to the Executive does not resume his position in accordance with its normal payroll practicesthe preceding sentence, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) he shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made treated as if he voluntarily terminated his employment pursuant to a plan sponsored by the Company that covers a substantial number Section 9(e) as of employees of the Company and was established prior to the date the Executive incurred a permanent disabilityceases to be disabled. If the Executive is not offered such position after he ceases to be disabled during the Term of Employment, and further provided that such reduction does not otherwise affect the time of payment of amounts he shall be treated as if his employment was terminated Without Cause pursuant to this Section 5(b). With respect 9(c) as of the date the Executive ceases to any restricted stock unit awards held by be disabled. (b) The Executive shall be entitled to a pro rata Annual Incentive Award at 75% of Base Salary for the Executiveyear in which the Commencement Date occurs, settlement shall occur pursuant to payable in accordance with the terms of the awardannual incentive compensation plan and at the time set forth in Section 4 hereof. For purposes The Executive shall not be entitled to any Annual Incentive Award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 7(a), he shall be entitled to a pro rata Annual Incentive Award at 75% of Base Salary for the Agreement, “Disability” means year he resumes such position and shall thereafter be entitled to Annual Incentive Awards in accordance with Section 4 hereof. (c) During the period the Executive is incapacitated due receiving disability benefits pursuant to physical or mental illness Section 7(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and such incapacityentitlements in which he was participating on the Commencement Date, with or including without reasonable accommodationlimitation, prevents the benefits and entitlements referred to in Section 5 and 6 above, except that the Executive from satisfactorily performing shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants or elect to defer compensation following the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearCommencement Date.

Disability. The If Employee is prevented from performing his duties as described in Section 1.1 by reason of any physical or mental incapacity, with or without reasonable accommodation, that results in Employee’s satisfaction of all requirements necessary to receive benefits under the Company’s long-term disability plan due to a total disability (“Disability”), then, to the extent permitted by law, the Company shall be entitled to may terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for of Employee and this Agreement at least ninety (90) days because of a Disability (as defined below)such time. In such an event, and has received a written opinion from a physician acceptable if Employee or someone authorized to act on his behalf executes and delivers the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants Separation Date Release described in Section 9 5.2 and Section 10 and allows such release to become effective, within the executiontimeframe set forth above, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay Employee severance to the Executive in accordance with its normal payroll practices, a single lump sum equal to twelve (12) months of the ExecutiveEmployee’s Base Salary as in effect at the time the Executiveon Employee’s employment terminates, with the first payment Separation Date. This severance shall be paid on the Company’s first regular payroll date schedule (subject to standard deductions and withholdings) after the revocation period effective date of the release of claims (or as otherwise set forth above in connection with such release as described above) but in no event later than the 15th day of the third month immediately following the end of the calendar year in which Employee’s Separation Date occurs. The severance benefits provided for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) 5.4 shall be reduced on a dollar-for-dollar basis by the amount of bona fide any amounts expected to be paid to Employee in connection with any federal or state disability pay (insurance payments or benefits, and any private insurance disability payments or benefits, to be provided to Employee within the meaning twelve (12) months following Employee’s Separation Date. In the event of Treas. Reg. section 1.409A-1(a)(5)) received Employee’s Disability and if Employee or receivable by someone authorized to act on his behalf executes and delivers the Executive during Separation Date Release described in Section 5.2 and allows such twelve-month periodrelease to become effective, provided such disability payments are made pursuant to a plan sponsored by within the timeframe set forth above, the Company that covers a substantial number will accelerate the vesting of employees of the Company and was established any equity awards granted to Employee prior to the date the Executive incurred a permanent disability, and further provided Separation Date such that one hundred percent (100%) of all shares or options subject to such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms which are unvested as of the award. For purposes Separation Date shall be accelerated and deemed fully vested as of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions effectiveness of the Executive’s job for the Company on a full-time basis for at least ninety (90) days Separation Date Release described in a calendar yearSection 5.2.

Disability. The Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided If (i) if Executive shall fail for a period of six consecutive months during the time period term of his employment hereunder, because of illness, physical or mental disability or other similar incapacity, to effectively and actively render the services provided for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and by this Agreement or (ii) all at such payments shall immediately earlier time as Executive submits satisfactory medical evidence that he has or the Board in its reasonable judgment determines that Executive has an illness, physical or mental disability or other incapacity which is expected to prevent him from returning to the performance of his work duties for six months or longer ("Disability"), Holdings or Executive may terminate at an earlier date if Executive's employment upon written notice thereof, setting forth in reasonable detail the Executive returns facts and circumstances claimed to active employment, either with the Company or otherwise. Any amounts payable provide a basis for termination of Executive's employment under this Section 5(b6.2, and Executive shall receive or continue to receive, as the case may be: (a) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to as soon as practicable after the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment termination of amounts Executive's employment pursuant to this Section 5(b). With 6.2, a cash lump sum equal to any compensation payments deferred by Executive, together with any applicable interest or other accruals thereon; (b) any unpaid amounts, as of the date of such termination, in respect of any bonus for the fiscal year ending before such termination, which shall be payable on the date on which such bonus would otherwise be payable; (c) on the sixtieth day following the end of the fiscal year during which the termination of Executive's employment pursuant to this Section 6.2 occurs, an amount in respect of any bonus for the period employed for such fiscal year calculated on a pro rata basis; (d) for a period of one year after termination for Disability, amounts, payable on Holdings' regular payroll schedule, equal to no less than 60% of Executive's then annual Base Salary, reduced by any amounts received by Executive under any disability insurance policies with respect to any restricted stock unit awards held by which Holdings paid the Executivepremiums; (e) such rights to payments under applicable plans or programs, settlement shall occur accrued to Executive on the date of termination including, without limitation, those described in Section 3.3 hereof, as may be appropriate pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical such plans or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearprograms.

Disability. The Company If the Executive shall be entitled disabled so as to terminate be unable ---------- to perform the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance essential functions of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any 's then outstanding restricted stock existing position or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable positions under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, Agreement with or without reasonable accommodation, prevents the Chief Executive Officer or the Board of Directors may remove the Executive from satisfactorily performing any responsibilities and/or reassign the Executive to another position with the Employer for the remainder of the Initial Term or, if the Initial Term has expired, any Extended Term, or during the period of such disability. Notwithstanding any such removal or reassignment, the Executive shall continue to receive the Executive's full Salary (less any disability pay or sick pay benefits to which the Executive may be entitled under the Employer's policies) and benefits under Section 4 of this Agreement (except to the extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) for a period of time equal to the remainder of the Initial Term or, if the Initial Term has expired, any Extended Term, provided that the Executive remains employed by the Employer during such period. In the event that the Employer terminates the Executive's employment without cause pursuant to Section 6(c) or the Employer delivers a Non-renewal Notice to the Executive, in either case due to the Executive's continuing inability to perform the essential functions of the Executive’s job 's then existing position or positions, the Executive shall be eligible to receive Termination Benefits subject to and in accordance with the terms and conditions of Section 6(d), provided that the Executive's Termination Benefits additionally shall be subject to reduction by the amount of any payments the Executive receives under any disability benefit plan or plans or insurance policies the Employer maintains for the Company Executive, or under worker's compensation, or state or federal disability benefit programs. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive's then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Employer shall, submit to the Employer a certification in reasonable detail by a physician selected by the Employer to whom the Executive or the Executive's guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Employer's determination of such issue shall be binding on a full-time basis for at least ninety the Executive. Nothing in this Section 6(e) shall be construed to waive the Executive's rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. (90) days in a calendar yearS)2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. (S)12101 et seq.

Disability. The Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided If (i) if Executive shall fail for a period of six ---------- consecutive months during the time period term of his employment hereunder, because of illness, physical or mental disability or other similar incapacity, to effectively and actively render the services provided for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and by this Agreement or (ii) all at such payments shall immediately earlier time as Executive submits satisfactory medical evidence that he has or the Board in its reasonable judgment determines that Executive has an illness, physical or mental disability or other incapacity which is expected to prevent him from returning to the performance of his work duties for six months or longer ("Disability"), Holdings or Executive may terminate at an earlier date if Executive's employment upon written notice thereof, setting forth in reasonable detail the Executive returns facts and circumstances claimed to active employment, either with the Company or otherwise. Any amounts payable provide a basis for termination of Executive's employment under this Section 5(b6.2, and Executive shall receive or continue to receive, as the case may be: (a) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to as soon as practicable after the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment termination of amounts Executive's employment pursuant to this Section 5(b). With 6.2, a cash lump sum equal to any compensation payments deferred by Executive, together with any applicable interest or other accruals thereon; (b) any unpaid amounts, as of the date of such termination, in respect of any bonus for the fiscal year ending before such termination, which shall be payable on the date on which such bonus would otherwise be payable; (c) on the sixtieth day following the end of the fiscal year during which the termination of Executive's employment pursuant to this Section 6.2 occurs, an amount in respect of any bonus for the period employed for such fiscal year calculated on a pro rata basis; (d) for a period of one year after termination for Disability, amounts, payable on Holdings' regular payroll schedule, equal to no less than 60% of Executive's then annual Base Salary, reduced by any amounts received by Executive under any disability insurance policies with respect to any restricted stock unit awards held by which Holdings paid the Executivepremiums; (e) such rights to payments under applicable plans or programs, settlement shall occur accrued to Executive on the date of termination including, without limitation, those described in Section 3.3 hereof, as may be appropriate pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical such plans or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearprograms.

Disability. (i) The Company shall be entitled to may terminate the Executive’s employment if hereunder, upon notice to the Board determines Executive, in the event that the Executive has been unable to attend to becomes disabled during the Executive’s employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to perform substantially all of the Executive’s material duties and responsibilities hereunder for at least (x) ninety (90) consecutive calendar days because or (y) one hundred and twenty (120) total days during any period of a Disability three hundred and sixty-five (365) consecutive calendar days. The Board may designate another employee to act in the Executive’s place during any period of the Executive’s disability. (ii) If any question shall arise as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents whether during any period the Executive from resuming full performance is disabled through any illness, injury, accident or condition of either a physical or psycholog­ical nature so as to be unable to perform substantially all of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under responsibilities hereunder, the terms Executive may, and at the request of the awardCompany shall, and subject submit to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) a medical examination by the Executive of a release of claims in a form and substance reasonably requested physician selected by the Company (to whom the “Release”) (unless Executive or the Executive’s duly appointed guardian, if any, has no reasonable objection to determine whether the Executive is so disabled and such Release is waived by determination shall for the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement Agreement be conclusive of the performance goal or goals under issue. If such question shall arise and the award)Executive shall fail to submit to such medical examination, and the Company’s determination of the issue shall be binding on the Executive. (iii) Upon the giving of notice of termination of the Executive’s employment due to disability hereunder, the Company shall pay severance have no further obligation or liability to the Executive Executive, other than for (i) any earned, but unpaid, Base Salary through the date of termination; (ii) any earned, but unpaid annual bonus for any fiscal year prior to the fiscal year of the Executive’s termination; (iii) a pro rata portion (based on the number of days preceding the Executive’s termination in accordance with its normal payroll practices, the fiscal year of termination) of the Target Bonus; (iv) a lump sum payment equal to the lesser of (A) twelve (12) months of Base Salary or (B) Base Salary for the remainder of the term hereof; and (v) any unreimbursed business expenses. In addition, (x) the Company shall continue the benefits contemplated by Section 4(h) for the period contemplated therein, and (y) subject to any employee contribution applicable to active employees and their dependents generally, for the twelve (12) month period following termination, the Company shall continue to contribute to the premium cost of coverage for the Executive and the Executive’s Base Salary dependents under the Company’s medical and dental plans provided that a timely COBRA election is made. The payments referred to in clauses (i), (ii) and (v) above shall be payable in a lump-sum within thirty (30) days after the date of termination. The Company’s payments under clauses (iii) and (iv) above, as in effect at well as the time continued contribution toward medical and dental premiums, are expressly conditioned upon the Executive (or the Executive’s employment terminatesduly appointed guardian, with if any) executing and delivering to the first payment on the first payroll date Company a timely and effective Separation Agreement. Payment under clauses (iii) and (iv) will be made within thirty (30) days after the revocation period for Company’s receipt of the Release has expired; provided Separation Agreement. Other than as set forth in this clause (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable yearb), the payments Company shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior have no further obligation to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. The Company In the event the Executive becomes disabled prior to his Separation from Service (as defined in Section IV), and the Executive's Separation from Service is on account of such disability, the Executive shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety receive one hundred percent (90100%) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue 's accrued liability balance at the time of Separation from Service for an indefinite periodsaid disability. Except as otherwise provided under the terms of the awardherein, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards said accrued liability balance at termination shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance be paid to the Executive in accordance with its normal payroll practices, equal to twelve (12) a lump sum no later than 2 1/2 months following the date of the Executive’s Base Salary as 's Separation from Service. Disability shall be defined in the Executive's Employment Agreement in effect at the time of his Separation from Service or, if no Employment Agreement is then in effect, then as defined in the Bank's long term disability policy in effect at the time of said disability. If neither definition exists at the time of termination and there is a dispute regarding whether the Executive is disabled, such dispute shall be resolved by a physician selected by the Bank, a physician selected by the Executive’s employment terminates, with and a third physician selected by each of the first payment on other two (2) physicians. Such resolution shall be binding upon all parties to this agreement. Notwithstanding the first payroll date after the revocation period for the Release has expired; provided (i) foregoing, if the time period for returning and revoking disability that gives rise to the Release begins in one taxable year and ends in a second taxable year, the payments shall Executive's Separation from Service does not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if cause the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay ("disabled" within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by Section 409A, and if, as of the date of such Separation from Service, the Executive during such twelveis a "Specified Employee" (as defined in Section 409A), then his disability benefits payable pursuant to this Section VIII.B shall commence to be paid on the first day of the month that next follows the six-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number anniversary of employees of the Company and was established prior to the date the Executive incurred incurs a permanent disabilitySeparation from Service, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executiveor his death, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearif earlier.

Disability. The For purposes of this Agreement, the Executive will be deemed “disabled” if he is absent from work because he is incapacitated due to an accident or physical or mental impairment, and one of the following conditions is also satisfied: (i) Executive is expected to return to his duties with the Company within 6 months after the beginning of his absence or (ii) Executive is unable to perform his duties or those of a substantially similar position of employment due to a medically-determinable physical or mental impairment which can be expected to result in death or last for a continuous period of not less than 6 months. If the Executive is absent on account of being disabled (as defined in the preceding sentence), during such absence the Company shall continue to pay to the Executive his base salary, any additional compensation authorized by the Company’s Board of Directors, and other remuneration and benefits provided in accordance with Paragraph 2 hereof, all without delay, diminution or proration of any kind whatsoever (except that his remuneration hereunder shall be reduced by the amount of any payments he may otherwise receive as a result of his disability pursuant to a disability program provided by or through the Company), and his medical benefits and life insurance shall remain in full force. Unless terminated earlier in accordance with Paragraph 3a), c) or d), the Employment Period shall end on the 180th consecutive day of his disability absence, and Executive’s compensation under Paragraph 2 shall immediately cease, except the medical benefits covering the Executive and his family shall remain in place (subject to the eligibility requirements and other conditions contained in the underlying plan, as described in the Company’s employee benefits manual, and subject to the requirement that the Executive continue to pay the “employee portion” of the cost thereof), and the Executive’s life insurance policy under the Management Insurance Program shall be transferred to him, as provided in the related agreement, subject to the obligation of the Executive to pay the premiums therefor. In the event that the Executive is determined to be capable of performing his duties before being absent for 180 consecutive days (and before expiration of the Employment Period), the Executive shall be entitled to terminate resume employment with the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided Company under the terms of this Agreement for the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement remaining balance of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearEmployment Period.

Disability. (i) The Term and Executive’s employment hereunder may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of three (3) consecutive months or for an aggregate of six (6) 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 Disability, Executive shall be entitled to terminate receive: (A) the Executive’s employment if Base Salary through the Board determines that date of termination; (B) any Annual Bonus earned for the Executive has been unable to attend prior year, but unpaid, as of the date of termination for the immediately preceding fiscal year, paid in accordance with Section 4 (except to the Executive’s duties for at least ninety extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement with the Company); (90C) reimbursement, within 60 days because of a Disability (as defined below), and has received a written opinion from a physician acceptable following submission by Executive to the Board that such condition prevents the Executive from resuming full performance Company of the Executive’s duties and is likely to continue appropriate supporting documentation for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and nonany un-revocation (if applicable) reimbursed business expenses properly incurred by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practicesCompany policy prior to the date of Executive’s termination; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to the Company within 90 days following the date of Executive’s termination of employment; (D) such Employee Benefits, equal if any, as to which Executive may be entitled under the employee benefit plans of the Company; (E) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the 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 Executive’s employment not terminated; and (F) the right to exercise the vested portion of any Options for a period of twelve (12) months immediately following the date of the Executive’s Base Salary as in effect at the time the termination of employment due to Disability. Following Executive’s termination of employment terminatesdue to Disability, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins except as set forth in one taxable year and ends in a second taxable yearthis Section 8(b), the payments Executive shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns have no further rights to active employment, either with the Company any compensation or otherwise. Any amounts payable any other benefits under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. The Company shall be entitled to terminate In the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance event of the Executive’s duties Employee's termination by reason of Disability pursuant to Section 5.5, the Employee will continue to receive his Base Salary and is likely to continue for an indefinite period. Except as provided under the terms participate in applicable employee benefit plans or programs of the awardRelated Parties (on an equivalent basis to Section 6.4(a)(iv) below) through the Termination Date, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a offset dollar-for-dollar basis by the amount of any disability income payments provided to the Employee under any bona fide disability pay policy or program (within the meaning of Treas. Reg. section Final Treasury Regulation Section 1.409A-1(a)(5)) received or receivable funded by any of the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company Related Parties that covers a substantial number of employees of the Company Related Parties and was established prior to the date the Executive Employee incurred a permanent disabilityDisability, and further provided that will receive the amount of (a) the Employee's accrued but unpaid Base Salary through the Termination Date paid in a lump sum within thirty (30) days following the Termination Date (or, if earlier, as required by applicable law), (b) any accrued but unpaid Bonus paid in a lump sum, which Bonus will be payable at such reduction does not otherwise affect time as the time bonuses of payment other executive officers of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to Company are payable in accordance with the terms of the award. For purposes applicable Employee Bonus Plan, (c) the Employee's Pro-Rata Bonus paid in a lump sum, payable at such time as bonuses for the annual period are paid to other executive officers of the Company in accordance with the terms of the applicable Employee Bonus Plan, and (d) any other amounts that may be reimbursable by the Employer to the Employee as expressly provided under this Agreement paid in a lump sum within thirty (30) days following the Termination Date, and the Employer thereafter will have no further obligation to the Employee under this Agreement, “Disability” means the Executive is incapacitated due to physical other than for payment of any amounts accrued and vested under any employee benefit plans or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions programs of the Executive’s job for Related Parties in accordance with the Company on a full-time basis for at least ninety (90) days in a calendar yearterms of such plans or programs and any payments or benefits required to be made or provided under applicable law.

Disability. (a) If Employee is “Permanently Disabled” for a continuous period of six (6) months during the Term, Employer may terminate Employee’s employment under this Agreement upon 30 days prior written notice to Employee. In such event Employer shall pay to Employee (i) his accrued but unpaid Base Salary (based on the annual rate in effect on the date of termination) through the date of termination, (ii) the Pro-Rated Bonus, and (iii) within 30 days following the date of such termination, the Salary and Bonus Payment. The Company payment of the Salary and Bonus Payment shall be entitled to terminate conditioned upon Employee’s execution of the Executive’s employment if Release as described in Section 12 of this Agreement. (b) For purposes of this Agreement, the Board determines term Permanently Disabled shall have the meaning set forth in the long-term disability policy or plan maintained by Employer for its senior executives then in effect, provided that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because definition of a Permanent Disability (as defined below), and has received applied under such a written opinion from a physician acceptable to policy or plan is consistent with the Board that such condition prevents the Executive from resuming full performance definition of disability or disabled under Section 409A of the Executive’s duties and is likely to continue for an indefinite period. Except Internal Revenue Code of 1986, as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company amended (the “ReleaseCode”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company regulations and guidance promulgated thereunder. In the absence of such a policy or plan, disability or disabled shall pay severance have the meaning ascribed to the Executive in accordance with its normal payroll practices, equal to twelve (12) months such terms under Section 409A of the ExecutiveCode and the regulations and guidance promulgated thereunder. (c) Except as otherwise provided in this Section 7, and in any Benefit Plan or Insurance Plan of Employer, Employer shall have no further obligation to Employee under this Agreement following the date of his disability. Such termination shall have no effect upon Employee’s Base Salary as in effect at rights under the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable yearBenefit Plans, the payments shall not commence until the first payroll date in the second taxable year; Insurance Plans and (ii) all other employee policies and practices of Employer applicable to such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yeartermination.

Disability. The Company shall be entitled to terminate In the event of the Executive’s Disability as hereinafter defined, the employment if the Board determines that of the Executive has been unable to attend to may be terminated by the Executive’s duties for at least ninety (90) days because of a Company, effective upon the Disability Termination Date (as defined below). In such event, and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal an amount equivalent to twelve thirty percent (1230%) months of the Executive’s Base Salary as for a one year period, which amount shall be paid in effect at the time one lump sum within 45 days following the Executive’s employment terminates“separation from service,” as that term is defined in Section 409A of the Code and regulations promulgated thereunder, from the Company (his “Separation From Service”), provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in Section 4(k)(ii)(B). The foregoing benefit will be provided in addition to any disability or other benefits provided under the Company’s benefit plans in which the Executive participates. For the avoidance of doubt, participation by the Executive in the Company’s long-term and/or short-term disability insurance benefit plans is voluntary on the part of the Executive and is made available by the Company at the sole cost of the Executive. The purpose and intent of the preceding three sentences is to ensure that the Executive receives a combination of insurance benefits and Company payments following the Disability Termination Date equal to 100% of his then-applicable Base Salary for such one-year period. In the event that Executive does not elect to participate in the Company’s long-term and/or short-term disability insurance benefit plans, the Company shall not be obligated to pay the Executive any amount in excess of thirty percent (30%) of the Executive’s Base Salary. In the event of the Disability of the Executive during the Employment Term, the restrictions and deferral limitations applicable to any Option, SAR, Restricted Stock, Restricted Stock Unit, Performance Unit, Deferred Stock Unit, Dividend Equivalent or any Stock Grant Awards (collectively “Awards”), as such Awards are defined in the 2014 LTIP (or any applicable successor or predecessor plan of the Company), granted to the Executive shall be subject to the provisions regarding vesting and transferability in those circumstances as are set forth in the applicable award agreement or grant. The Company shall also pay to the Executive a lump sum amount equivalent to the Executive’s Target Bonus Amount then in effect, which amount shall be paid in one lump sum within 45 days following the Executive’s Separation from Service, provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in Section 4(j)(ii)(B). Otherwise, after the Disability Termination Date, except in accordance with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning Company’s benefit programs and revoking the Release begins other plans then in one taxable year and ends in a second taxable yeareffect, the payments Executive shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns be entitled to active employment, either with any compensation or benefits from the Company or otherwisehereunder. Any amounts payable under “Disability,” for purposes of this Section 5(b) Agreement, shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by mean the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated ’s incapacity due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of causing the Executive’s job for the Company on a complete and full-time basis absence from the Executive’s duties, as defined in Paragraph 2, for either a consecutive period of more than six months or at least ninety (90) 180 days in a calendar yearwithin any 270-day period.

Disability. The Company shall be entitled to terminate the Executive’s employment if the Board determines that pursuant to this Agreement may be terminated by delivery of written notice to the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the a “ReleaseNotice of Termination”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company event that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due unable to physical or mental illness perform the essential functions of his regular duties and such incapacityresponsibilities, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions due to a Disability that has lasted (or can reasonably be expected to last) for a period of the Executive’s job ninety (90) consecutive days, or for the Company on a full-time basis for at least total of ninety (90) days or more in any consecutive one hundred and eighty (180) day period. “Disability” means a physical or mental impairment of Executive as certified in a calendar yearwritten statement from a licensed physician selected or approved in good faith by the Board (or any committee of the Board comprised solely of independent directors). If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination, (iii) in the event the Date of Termination occurs after the completion of any Fiscal Year, but prior to the date any cash bonus related to such Fiscal Year has been determined or paid to the Executive, the amount of any cash bonus related to such Fiscal Year ending before the Date of Termination that the Executive would have otherwise been entitled to had Executive not terminated, and (iv) the amount of any target cash bonus for the Fiscal Year in which the Date of Termination occurs, pro-rated based on the portion of the applicable Fiscal Year that the Executive worked for the Company. The amounts referred to in clauses (i) through (iii) above will be paid to the Executive when the same would have been paid to the Executive (whether or not the Term will have expired during such period), and the amount referred to in clause (iv) will be paid to the Executive within sixty (60) days following the Date of Termination.

Disability. The If the Executive is unable to perform his duties under this Agreement because of a Total Disability, the Company shall be entitled to may terminate the Executive’s employment if the Board determines that the Executive has been unable to attend by giving written notice to the Executive’s duties for at least ninety . Such termination shall be effective as of the date of such notice and the Company shall have no further obligations under this Agreement, except to pay to the Executive (90a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, (b) Total Disability benefits as described below, (c) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days because in the year of a Disability (as defined below)termination during which the Executive was employed by the Company and the denominator of which is 365, and has received a written opinion from a physician acceptable to the Board provided that such condition prevents amount will be paid in the normal course and shall only be paid if the Executive from resuming full performance of the Executive’s duties would have become entitled to such amount if he had not terminated his employment, (d) such retirement and is likely to continue for an indefinite period. Except as provided under the terms of the award, other benefits earned and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation vested (if applicable) by the Executive as of a release the date of claims in a form and substance reasonably requested by his termination under any employee benefit plan of the Company (in which the “Release”) (unless such Release is waived by Executive participates, including without limitation all payments due under the Compensation Committee in its sole discretion)SERP and other retirement plans, any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement all of the performance goal or goals under foregoing to be paid in the award), normal course for such payments and the Company shall pay severance to the Executive in accordance with its the terms of such plans and (e) the health and dental benefits provided for in Section 5.8. In the event that the Executive incurs a Long-Term Disability, the Executive shall be entitled to an annual disability benefit equal to 75% of his Base Salary, payable in accordance with the Company’s normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the that all payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) provision shall be reduced on a dollar-for-dollar basis by the amount of bona fide Social Security disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelvebenefits and any other long-month period, provided such term disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means benefits the Executive is incapacitated due entitled to physical under any other Company-sponsored long-term disability plan or mental illness arrangements and such incapacity, with or without reasonable accommodation, prevents shall cease as of the earliest of the Executive from satisfactorily performing the essential functions cessation of the Executive’s job for the Company on a fullLong-time basis for at least ninety (90) days in a calendar yearTerm Disability, death or attainment of his Normal Retirement Date.

Disability. (i) The Company shall Executive will be deemed to be disabled for purposes of this subsection (h) when the Executive becomes entitled to terminate receive disability benefits in accordance with SKS’s short-term disability/sick pay plan. Disputes regarding the existence of the Executive’s disability will be resolved by the determination of a physician selected by SKS’s Board of Directors who is reasonably acceptable to the Executive. The Executive will submit to appropriate medical examinations for purposes of determining disability. (ii) If at any time prior to the termination of this Agreement the Executive becomes disabled, this Agreement and the Executive’s employment if will continue for twelve months. During the Board determines that twelve-month period the Executive has been unable will continue to attend to receive all payments and benefits provided by this Agreement, including without limitation the Executive’s duties for at least ninety (90) days because benefits described in sections 3, 4 and 7 of a Disability (as defined below), this Agreement and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance benefits payable upon termination of the Executive’s duties employment as described in paragraphs (a) through (g) of section 5 and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes section 6 of this Section 5(b)Agreement, references less all disability payments received pursuant to “fully vested” in connection with any award subject to performanceSKS’s short-based vesting conditions refers to vesting at the target level of achievement of the performance goal term disability/sick pay plan or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of Group Long-Term Disability Insurance Policy. If the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date disability continues after the revocation period for end of the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers may terminate this Agreement and the Executive’s employment for disability (“Disability Termination”). Upon a substantial number of employees of the Company Disability Termination and was established prior subject to the date last sentence of this paragraph (ii), the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant will be entitled to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions (A) exercise each of the Executive’s job unexercised stock option awards, if any, in accordance with and subject to the Plan and the stock option agreement applicable to the award, (B) receive each of the Executive’s unvested performance share awards and restricted stock awards in accordance with and subject to the Plan and the performance share agreement or restricted stock agreement applicable to the award, (C) receive any annual cash bonus earned by the Executive and payable, but not yet paid, for the fiscal year prior to the fiscal year in which the Disability Termination occurs, (D) rights that the Executive or the Executive’s dependents may have under COBRA or any other federal or state law or that are derived independent of this Agreement by reason of the Executive’s participation in any employee benefit arrangement or plan maintained by the Company, and (E) receive all other benefits in accordance with section 4 of this Agreement that would be payable upon the Disability Termination. Upon a Disability Termination, SKS’s obligations in paragraph (viii) of subsection (d) of this section 5 and in sections 7, 9(f), and 9(h) of this Agreement, and the Executive’s obligations in sections 7, 8, and 9(h) of this Agreement, will continue in effect in accordance with their terms. The Company on will not have any obligation to provide to the Executive any benefit pursuant to paragraphs (i) through (vii) of subsection (d) of this section 5 upon a full-time basis for at least ninety (90) days in a calendar yearDisability Termination.

Disability. The If the Executive is unable to perform his duties under this Agreement because of a Total Disability, the Company shall be entitled to may terminate the Executive’s employment if the Board determines that the Executive has been unable to attend by giving written notice to the Executive’s duties . Such termination shall be effective as of the date of such notice and the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, (b) Total Disability benefits as described below, (c) a pro-rated Incentive Bonus Payment equal to the product of (i) the actual Incentive Bonus Payment for at least ninety the year of termination multiplied by (90ii) a fraction, the numerator of which is the number of completed days because in the year of a Disability (as defined below)termination during which the Executive was employed by the Company and the denominator of which is 365, and has received a written opinion from a physician acceptable to the Board provided that such condition prevents amount will be paid in the normal course and shall only be paid if the Executive from resuming full performance of the Executive’s duties and is likely would have become entitled to continue for an indefinite period. Except as provided under the terms of the awardsuch amount if he had not terminated his employment, and subject to compliance with the covenants in Section 9 (d) such retirement and Section 10 other benefits earned and the execution, timely return and non-revocation vested (if applicable) by the Executive as of a release the date of claims in a form and substance reasonably requested by his termination under any employee benefit plan of the Company (in which the “Release”) (unless such Release is waived by Executive participates, including without limitation all vested benefits due under the Compensation Committee in its sole discretion)Restoration Plan and other retirement plans, any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement all of the performance goal or goals under foregoing to be paid in the award), normal course for such payments and the Company shall pay severance to the Executive in accordance with its the terms of such plans. In the event that the Executive incurs a Total Disability, the Executive shall be entitled to an annual disability benefit equal to 75% of his Base Salary, payable in accordance with the Company’s normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the that all payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) provision shall be reduced on a dollar-for-dollar basis by the amount of bona fide Social Security disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelvebenefits and any other long-month period, provided such term disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means benefits the Executive is incapacitated due entitled to physical under any other Company-sponsored or mental illness Company funded long-term disability plan or arrangements and such incapacity, with or without reasonable accommodation, prevents shall cease as of the Executive from satisfactorily performing the essential functions earliest of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearcessation of Total Disability, death or attainment of his Normal Retirement Date.

Disability. The Company shall be entitled at all times have the right, upon written notice to the Executive, to terminate the Executive’s 's employment hereunder, if the Board determines that Executive shall become entitled to benefits under the Company's Long Term Disability Plan as then in effect, or, if the Executive has been shall as the result of mental or physical incapacity, illness or disability, become unable to attend perform his obligations hereunder for a period of 180 days in any 12-month period. The Company shall have sole discretion based upon competent medical advice to determine whether the Executive continues to be disabled. Upon any termination pursuant to this Section 5.2, the Company shall: (a) pay to the Executive’s duties for at least ninety Executive any unpaid Base Salary through the effective date of termination specified in such notice, (90b) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable pay to the Board that such condition prevents Executive his accrued and declared but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the Executive from resuming full performance date of termination of the Executive’s duties 's employment with the Company, and is likely (c) pay to continue for an indefinite period. Except as provided under the terms Executive (within forty-five (45) days after the end of the award, and subject to compliance with Bonus Period in which such termination occurs) a prorata portion (based upon the covenants in Section 9 and Section 10 and period ending on the execution, timely return and non-revocation (if applicable) by the Executive date of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement termination of the performance goal or Executive's employment hereunder) of the Incentive Compensation, if any, for the Bonus Period in which such termination occurs, as calculated pursuant to the Incentive Compensation Plan; provided that the goals under the award), and Incentive Compensation Plan for each period used in the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months calculation of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates's Incentive Compensation, with the first payment on the first payroll date after the revocation period for the Release has expired; provided shall be based on: (i) if the time period for returning and revoking portion of the Release begins Bonus Period through the end of the Bonus Period in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; which such termination occurs and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employmentunaudited financial information prepared in accordance with generally accepted accounting principles, either applied consistently with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis prior periods, as approved and reviewed by the amount of bona fide disability pay Board. The Company shall have no further liability hereunder other than for: (within the meaning of Treas. Reg. section 1.409A-1(a)(5)x) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the Executive incurred a permanent disabilityprovisions of Section 4.1, and further provided that such reduction does not otherwise affect the time of (y) payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by compensation for unused vacation days that have accumulated during the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and calendar year in which such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yeartermination occurs.

Disability. The Company shall be entitled to terminate 2.3.1 In the Executive’s employment if the Board determines event that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability shall become “disabled” (as defined below)) while in the employ of the Company and prior to his Normal Retirement Date, and has received a written opinion from a physician acceptable to he shall become fully vested in his Accrued Benefit, computed at the Board that such condition prevents the Executive from resuming full performance time of the Executive’s duties and is likely Disability. He shall commence to continue for an indefinite period. Except receive such Accrued Benefit as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance soon as reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to practicable following the date the Executive incurred a permanent disabilityhe is considered “disabled” as defined below, and further provided that but in no event later than thirty (30) days following such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the awarddate. For purposes of the accrual of benefits under this Agreement, time spent on Disability shall not be deemed to be time spent as an employee of the Company. Payments under this Section 2.3 shall be in addition to any payments otherwise payable to the Executive as a result of Disability under any other plans or agreements in effect from time to time. 2.3.2 The Executive shall be considered to be “disabled” or under “Disability” means the Executive when he is incapacitated due unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental illness and impairment that can be expected to result in death or can be expected to last for continuous period of not less than 12 months. The Executive shall be considered to be no longer “disabled” at such incapacity, time as he returns to work in a position with or without reasonable accommodation, prevents responsibilities comparable to those inherent in the position in which he was employed on the date he became “disabled.” 2.3.3 If the Executive recovers from satisfactorily performing his Disability and returns to the essential functions employ of the Executive’s job Company, upon his subsequent termination of service as an employee of the Company he shall be entitled to such retirement or termination benefits as he has accrued during his employment at the Company before and after his Disability. 2.3.4 In the event there is disagreement as to whether the provisions of this Section 2.3 are applicable, the Company and the Executive (or his personal representative) each shall select a physician. If the physicians are in disagreement, they shall select a third physician. A majority opinion of the three (3) physicians as to Disability shall be binding on all the parties hereto. The parties agree that the Company will, regardless of the outcome of this procedure, reimburse the Executive (or his surviving spouse or Beneficiaries, as the case may be) for the Company on a full-time basis for at least ninety (90) days in a calendar yearreasonable and necessary fees and costs directly attributable to such procedure.

Disability. The Provided that notice of termination has not previously been given under any Section hereof, if Executive becomes ill or is injured or disabled during the term such that Executive fails to perform all or substantially all of the duties to be rendered hereunder and such failure continues for a period in excess of 26 consecutive weeks (a "Disability"), the Company shall continue to employ Executive under this Agreement for one year form the date of the Disability (which one year period shall commence at the beginning of the 26 week period referred to herein) and shall continue to pay Executive the Base Salary in effect on the date of the Disability (determined at the beginning of the 26 week period referred to herein), the Performance Bonus and all benefits then in effect; provided, that (A) the Company may relieve Executive of his duties and responsibilities hereunder to the extent permitted by law and (B) any long-term disability payments received by Executive under any disability insurance plan made available to Executive by the Company if the premiums were paid by the Company shall be deducted from the salary and bonus payments otherwise required to be paid to Executive hereunder. If during the term and subsequent to the Disability commencement date (which shall be at any time following the end of the 26 week period referred to herein) Executive shall fully recover, the Company shall have the right (exercisable within 60 days after receipt of notice from Executive of such recovery), but not the obligation, to restore Executive to full-time service at full compensation. If the Company elects not to restore Executive to full-time service, Executive shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite periodobtain other employment. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the If Executive is incapacitated due not restored to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis employment with the Company, all stock options that have become exercisable as of the date of Disability (determined at the end of the 26 week period referred to herein) shall remain so for at least ninety (90) days in a calendar yearperiod of 12 months.

Disability. The Company may terminate the employment of Executive hereunder due to the Disability (as defined in Section 6.5) of Executive. Upon termination of employment, the Term will terminate, all obligations of the Company and Executive under Sections 1 through 3 will immediately cease except for obligations which expressly continue after termination of employment due to Disability, and the Company will pay Executive, and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination (as defined in Section 6.4); (ii) In lieu of any annual cash incentive compensation under Section 3.2 for the year in which Executive becomes disabled, a Partial Year Bonus (as defined in Section 6.7); (iii) All equity awards held by Executive at termination that vest based on time shall be fully vested, all stock options shall be exercisable during the remainder of the term of such options, and all other terms of such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted; (iv) Any performance objectives upon which the earning of performance-based restricted stock, RSUs, and other equity awards and other long-term incentive awards (including cash awards) is conditioned shall be deemed to have been met at target level at the date of termination, and such amounts shall become fully vested and non-forfeitable as a result of termination of employment at the date of such termination, and, in other respects, such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted; (v) Disability benefits shall be payable in accordance with the Company’s plans, programs and policies; and (vi) All other rights under any other compensatory or benefit plan shall be governed by such plan. In addition, at Company’s expense, Executive and his spouse and dependent children shall be entitled to terminate continuation of health insurance coverage (i.e., medical, dental and vision) under the ExecutiveCompany’s employment if the Board determines that group health plan(s) in which the Executive has was participating on the date of termination or if such plan(s) have been unable to attend to terminated, in the Executive’s duties for at least ninety (90plan(s) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance in which senior executives of the Executive’s duties and is likely to continue Company participate for an indefinite period. Except as provided under a period of one (1) year after the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the date Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. The Company shall be entitled to terminate the Executive’s employment if the Board determines that If the Executive has been shall become Disabled so as to be unable to attend to perform the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance essential functions of the Executive’s duties and is likely then existing position or positions under this Agreement with or without reasonable accommodation, the Chief Executive Officer may remove the Executive from any responsibilities and/or reassign the Executive to another position with the Employer for the remainder of the Term or during the period of such Disability. Notwithstanding any such removal or reassignment, the Executive shall continue for an indefinite period. Except as provided to receive the Executive’s full Salary (less any disability pay or sick pay benefits to which the Executive may be entitled under the terms Employer’s policies) and benefits under Section 4 of this Agreement (except to the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) for a period of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, time equal to twelve (12) months payable at the same time as such amounts would otherwise have been paid to the Executive had he continued in his current capacity. If the Executive is unable to perform substantial services of any kind for the Employer during this period, such period shall be considered a paid leave of absence and the Executive shall have the contractual right to return to employment at any time during such period. If the Executive’s Disability continues beyond such twelve (12) month period, the Executive’s employment may be terminated by the Employer by reason of Disability at any time thereafter. For purposes hereof, the term “Disabled” or “Disability” shall mean a written determination that the Executive, as certified by at least two (2) duly licensed and qualified physicians, one (1) approved by the Chief Executive Officer and one (1) physician approved by the Executive (the “Examining Physicians”), or, in the event of the Executive’s Base Salary as in effect at the time total physical or mental disability, the Executive’s employment terminateslegal representative, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if that the Executive returns suffers from a physical or mental impairment that renders the Executive unable to active employment, either with perform the Company or otherwise. Any amounts payable Executive’s regular personal duties under this Agreement and that such impairment can reasonably be expected to continue for a period of six (6) consecutive months or for shorter periods aggregating one hundred and eighty (180) days in any twelve (12) month period; provided, that the Executive’s primary care physician may not serve as one of the Examining Physicians without the consent of the Employer and the Executive (or the Executive’s legal representation). The Executive shall cooperate with any reasonable request of a physician to submit to a physical examination for purposes of such certification. Nothing in this Section 5(b6(d) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant construed to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of waive the Executive’s job for rights, if any, under existing law including, without limitation, the Company on a full-time basis for at least ninety (90) days in a calendar yearFamily and Medical Leave Act of 1993, 29 U.S.C. 2601 et seq. and the Americans with Dxxxxxxxxxxx Xxx, 00 X.X.X. 00000 et seq.

Disability. The If the Company shall be entitled to terminate terminates the Executive’s employment during the Employment Period because of the Executive’s disability pursuant to Section 8(a)(ii)(A) hereof, (i) the Company shall pay the Executive the Executive’s full Base Salary through the Date of Termination and all other unpaid amounts, if any, to which the Board determines Executive is entitled as of the Date of Termination in connection with any fringe benefits or under any bonus incentive compensation plan or program of the Company pursuant to Sections 5(b) and (c) hereof, at the time such payments are due; provided, that payments so made to the Executive during any period that the Executive has been is unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance perform all of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under hereunder by reason of illness, physical or mental illness or other similar incapacity shall be reduced by the terms sum of the awardamounts, and subject if any, payable to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive at or prior to the time of a release any such payment under disability plans of claims in a form the Company and substance reasonably requested which amounts were not previously applied to reduce such payment; (ii) the Executive’s rights with respect to stock options, shares of restricted stock and restricted stock units previously granted by the Company shall be fully vested and nonforfeitable (and shares of stock shall be delivered to the “Release”Executive in satisfaction of restricted stock units) as of the Date of Termination; (unless such Release is waived iii) all deferred and incentive compensation or bonus amounts awarded by the Compensation Committee Company to the Executive and other contingent or deferred compensation awards or grants made by the Company to the Executive, or otherwise made in its sole discretion)connection with the Executive’s employment hereunder, any then outstanding restricted stock or restricted stock unit awards shall become fully vested and nonforfeitable upon the Date of Termination; and (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and iv) the Company shall pay severance the Executive an aggregate amount equal to the sum of (A) Executive’s Base Salary and (B) Executive’s Bonus for the twelve month period immediately preceding the Date of Termination, payable in equal installments on the Company’s regular salary payment dates (the “Severance Payments”) during the one-year period commencing on the Date of Termination (the “Initial Period”). In addition, the Company shall have the option, by delivering written notice to the Executive in accordance with its normal payroll practicesSection 11 hereof within 90 days after the Date of Termination, equal to twelve (12) months extend the severance period to the second anniversary of the Executive’s Base Salary as in effect Date of Termination (the “Extended Period”). During the Extended Period, the Company will continue to make Severance Payments at the time same annual rate to the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. 4. Any amounts payable under this Section 5(b9(d) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant amended and restated in its entirety to a plan sponsored by the Company that covers a substantial number of employees of the Company read and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year.provide as follows:

Disability. (i) The Company shall be entitled to may terminate the Executive’s employment if hereunder, upon notice to the Board determines Executive, in the event that the Executive has been becomes disabled during her employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to attend to perform substantially all of her duties and responsibilities hereunder, notwithstanding the Executive’s duties provision of any reasonable accommodation, for at least ninety (90) days because during any period of a Disability three hundred and sixty-five (as defined below)365) consecutive calendar days. In the event of such termination, and has received a written opinion from a physician acceptable the Company shall have no further obligation to the Board Executive, other than for payment of (i) Final Compensation and (ii) any annual bonus compensation awarded for the fiscal year immediately preceding the year in which termination of employment occurs, but unpaid on the Termination Date, payable at the same time as bonuses are paid to Company executives generally; provided, however, that if paying such condition prevents amount on the date on which bonuses are paid to Company executives generally would result in an additional tax on the Executive from resuming full performance or her estate under Section 409A, then such bonus shall be payable no later than June 15 of the year of the Termination Date. (ii) The Board may designate another employee to act in the Executive’s place during any period of the Executive’s duties disability. Notwithstanding any such designation, the Executive shall continue to receive the Base Salary in accordance with Section 4(a) and is likely benefits in accordance with Section 4(e), to continue for an indefinite period. Except as provided under the extent permitted by the then-current terms of the awardapplicable benefit plans, until the Executive becomes eligible for long-term disability income benefits under the Company’s long-term disability income plan or until the termination of her employment, whichever shall first occur. Notwithstanding anything in this Section 5(b)(ii) to the contrary, and subject to compliance with for the covenants in Section 9 avoidance of doubt, the combination of Base Salary and Section 10 and the execution, timely return and nonshort-revocation term disability income benefits (if applicableany) by during the period of Executive’s disability shall not exceed the amount of compensation and benefits that the Executive of a release of claims in a form and substance reasonably requested by would have received during such period had the Company Executive been actively at work during such period. (the “Release”iii) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performanceWhile receiving long-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals term disability income payments under the award)Company’s long-term disability income plan, and the Company shall pay severance to the Executive shall not be entitled to receive any Base Salary under Section 4(a) hereof, but shall continue to participate in Company benefit plans in accordance with its normal payroll practices, equal to twelve (12Section 4(e) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant subject to the terms of such plans, until the award. For purposes termination of the Agreement, “Disability” means her employment. (iv) If any question shall arise as to whether during any period the Executive is incapacitated due to disabled through any illness, injury, accident or condition of either a physical or mental illness psychological nature so as to be unable to perform substantially all of her duties and responsibilities hereunder, the Executive may, and at the request of the Company shall, submit to a medical examination by a physician selected by the Company to whom the Executive or her duly appointed guardian, if any, has no reasonable objection to determine whether the Executive is so disabled and such incapacity, with or without reasonable accommodation, prevents determination shall for the purposes of this Agreement be conclusive of the issue. If such question shall arise and the Executive from satisfactorily performing shall fail to submit to such medical examination, the essential functions Company’s determination of the issue shall be binding on the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. The Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s her duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s her duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject Subject to compliance with the covenants in Section 9 and Section 10 and the execution, execution and timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s her employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s her job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. If Executive becomes Disabled and terminates employment during the Employment Period from IMH and Infinet, as applicable, IMH and Infinet, as applicable, shall, in addition to paying the amounts set forth in Section 7.3(i), pay to Executive, in one lump sum, an amount equal to two (2) times the Executive’s Covered Average Compensation applicable to IMH or Infinet (with no duplication of benefits). In order to receive this payment, Executive must execute (and not revoke) a Separation Agreement within the time periods described in Section 7.3(viii). The Company lump sum payment called for by this Section 7.3(iii) shall be paid at the time specified in Section 7.3(viii). If Executive executes (and does not revoke) the Separation Agreement within the time periods described in Section 7.3(viii), IMH and Infinet, as applicable, shall also: (A) continue, without cost to Executive, benefits comparable to the medical benefits provided to Executive immediately prior to the Date of Termination under Section 3.3 for a period permitted under COBRA, but in no event more than eighteen (18) months following the Date of Termination, or until such earlier date as Executive obtains comparable benefits through other employment (as applicable, the “Benefit Period”); (B) take whatever action is reasonably necessary to cause Executive to become vested as of the Date of Termination in all stock options, restricted stock grants, and all other equity-based awards that have been granted by IMH or Infinet, as applicable, and be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable exercise and continue to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), exercise all such stock options and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performanceall other equity-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive awards having an exercise schedule in accordance with its normal payroll practicestheir terms and to retain such grants and awards to the same extent as if they were vested upon termination of employment in accordance with their terms; and (C) If Executive obtains a disability policy on commercially reasonable terms with the same or similar coverage as provided by IMH and Infinet, as applicable, in the Base Disability Policy and the Supplemental Policy prior to the Date of Termination then, until the expiration of the Benefit Period in clause (A) immediately above, following the Date of Termination (or, if earlier, until Executive obtains comparable benefits through other employment), reimburse Executive on a monthly basis for an amount equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided difference between (i) if the time period monthly premiums for returning and revoking the Release begins in one taxable year and ends in a second taxable yearsuch disability policy, the payments shall not commence until the first payroll date in the second taxable year; and less (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employmentamount as may be paid, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date Date of Termination, by Executive in respect of a portion of the Executive incurred a permanent disability, and further premiums on the Base Disability Policy provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant Company prior to the terms Date of Termination if such disability policy is actually obtained by Executive. Neither of IMH or Infinet shall have any obligations under the award. For purposes of the Agreement, “Disability” means the foregoing provisions if Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job terminated for the Company on a full-time basis for at least ninety (90) days in a calendar yearCause.

Disability. The Company shall be entitled (a) In the event that, while employed under this Agreement or any successor agreement, Employee is prevented from performing his duties hereunder by reason of serious illness or disability, the Corporation may, on sixty (60) days’ prior written notice to Employee, terminate Employee’s employment. Upon the Executivetermination of Employee’s employment if the Board determines that the Executive has been unable pursuant to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined belowthis Paragraph 7(a), the Corporation shall, subject to Paragraphs 7(b) and has received a written opinion from a physician acceptable (c) below, continue to pay Employee’s Basic Compensation at the Board that rate in effect at the time of such condition prevents termination until the Executive from resuming full performance later of (A) the expiration of the Executive’s duties and is likely Employment Term or (B) one year following the date of such termination. Employee shall, subject to Paragraph 7(b) below, continue for an indefinite period. Except to participate in all Employee Welfare Benefit Plans maintained by the Corporation during the remainder of the Employment Term or until such later date as may be expressly provided under the terms of any such plan. (b) Employee may, in his sole discretion, after the award, and subject date he ceases to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) be employed by the Executive Corporation pursuant to Paragraph 7(a) above, engage in regular employment (whether as the employee of another or as a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless self-employed person). Any income received from such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) including self-employment, shall be reduced reduce, on a dollar-for-dollar basis (but not below zero), the Corporation’s obligation to pay Employee’s Basic Compensation under Paragraph 7(a) above. Any employee benefits received by Employee in consideration of such employment shall relieve the Corporation of its obligation to provide comparable benefits hereunder to the extent of the benefits so received; provided, however, that Employee’s retirement benefits, if any, pursuant to Paragraph 3(a) above shall not be reduced on account of any such income or benefits resulting from such employment. (c) If Employee becomes entitled to and receives disability benefits under any disability payment plan, including disability insurance, the amount of Employee’s Basic Compensation otherwise payable by the Corporation to Employee pursuant to Paragraph 7(a) above shall be reduced, on a dollar-for-dollar basis (but not below zero), by the amount of bona fide any such disability pay (within benefits received by him, but only to the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable extent such benefits are attributable to premium payments made by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearCorporation. C. DEATH

Disability. The Company shall be entitled at all times have the right, upon written notice to the Executive, to terminate the Executive’s 's employment hereunder, if the Board determines that Executive shall become entitled to benefits under the Company's Long Term Disability Plan as then in effect or, if the Executive has been shall as the result of mental or physical incapacity, illness or disability, become unable to attend perform his obligations hereunder for a period of 120 days in any 12-month period. The Company shall have sole discretion based upon competent medical advice to determine whether the Executive continues to be disabled under the Company's Long Term Disability Plan. Upon any termination pursuant to this Section 5.2, the Company shall: (a) pay to the Executive’s duties for at least ninety Executive any unpaid Base Salary through the effective date of termination specified in such notice, (90b) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable pay to the Board that such condition prevents Executive his accrued and declared but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the Executive from resuming full performance date of termination of the Executive’s duties 's employment with the Company, and is likely (c) pay to continue for an indefinite period. Except as provided under the terms Executive (within forty-five (45) days after the end of the award, and subject to compliance with Bonus Period in which such termination occurs) a pro rata portion (based upon the covenants in Section 9 and Section 10 and period ending on the execution, timely return and non-revocation (if applicable) by the Executive date of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement termination of the performance goal or Executive's employment hereunder) of the Incentive Compensation, if any, for the Bonus Period in which such termination occurs, as calculated pursuant to the Incentive Compensation Plan; provided that the goals under the award), and Incentive Compensation Plan for each period used in the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months calculation of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates's Incentive Compensation, with the first payment on the first payroll date after the revocation period for the Release has expired; provided shall be based on: (i) if the time period for returning and revoking portion of the Release begins Bonus Period through the end of the Bonus Period in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; which such termination occurs and (ii) all such payments unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods. The Company shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(bhave no further liability hereunder other than for: (x) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the Executive incurred a permanent disabilityprovisions of Section 4.1, and further provided that such reduction does not otherwise affect the time of (y) payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by compensation for unused vacation days that have accumulated during the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and calendar year in which such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yeartermination occurs.

Disability. The Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of If a Disability (as defined below)) of Executive occurs during the Term, and has received a written opinion from a physician acceptable to the Board that may give Executive written notice of its intention to terminate his employment while Executive continues to be subject to such condition prevents Disability. In such event, Executive’s services with the Executive from resuming full performance Company shall terminate as of the Executive’s duties and is likely to continue for an indefinite perioddate specified in such notice. Except as provided under In the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive case of a release termination as a result of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion)Disability, any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance or provide Executive with the following: (i) his then current accrued and unpaid Base Salary through his date of termination as well as 100% of any accrued and unpaid bonus for any years preceding the year of termination, payable as set forth in Section 4(h), (ii) a pro rata bonus payment for the year of termination based on actual results, payable in the year following such termination at such time bonuses are paid to the Executive Company’s other senior executives (based on actual results and the number of months worked in the applicable fiscal year of the Company), (iii) the 2008 SARs shall become vested and exercisable subject to and in accordance with its normal payroll practicesthe SAR Award Agreements, equal to twelve (12iv) months of the Executive’s Base Salary as 0000 XXXx described in effect at the time the Executive’s employment terminates, Section 3(i)(B) hereof shall become vested in accordance with the first payment on RSU Award Agreement, (v) the first payroll date after the revocation period for the Release retiree medical benefits described in Section 3(h) hereof without regard to whether Executive has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored been employed by the Company that covers a substantial number of employees of for at least four years following the Company and was established prior to the date the Executive incurred a permanent disabilityEffective Date, and further provided that such reduction does not otherwise affect (vi) other benefits and payments to which Executive is then entitled hereunder in accordance with the time of payment of amounts terms hereof or pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to 4(k) in accordance with the terms of the awardsuch plan or arrangement. For purposes the purpose of the Agreementthis Section 4(b), “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the shall mean Executive’s job inability to perform his duties for the Company on a full-time basis for 180 days (whether or not consecutive) in any twelve (12) month period. During any period of time in which Executive is prevented from performing his duties for the Company as a result of any physical or mental incapacitation, but prior to termination of the Term on account of Executive’s Disability, Executive shall receive his full compensation hereunder as if actively at least ninety work. Notwithstanding the foregoing, in the event that as a result of absence because of mental or physical incapacity Executive incurs a “separation from service” within the meaning of such term under “Code Section 409A” (90as defined in Section 20(a) days in hereof), Executive shall on such date automatically be terminated from employment as a calendar yearDisability termination.

Disability. The In the event that, due to the physical or mental disability or illness of the Executive, the Executive shall be unable to perform the essential functions of her position for a period of one hundred eighty (180) consecutive days or for one hundred eighty (180) days, whether or not consecutive, in any twelve (12) month period, the Company shall be entitled have the option, in accordance with applicable law, to terminate this Agreement upon written notice to the Executive. Whether the Executive is subject to a “disability” and whether the disability substantially impairs the Executive’s ability to perform the essential functions of her position under this Agreement shall be determined by the decision of a medical specialist selected by the Company and the Executive (or the Executive’s legal representative if the Executive is incapable of making such determination). Upon termination pursuant to this Section 5.2.: (i) the Company shall, within fifteen (15) days of the Termination Date, pay to the Executive the greater of any earned but unpaid Base Salary through the Termination Date, or an amount equal to the disability benefits payable to the Executive for the period of time during which the unpaid Base Salary accrued, (ii) the Company shall, within fifteen (15) days of the Termination Date, pay to the Executive the Incentive Compensation described in the “Bonuses: Incentive Compensation” section of this Agreement, above, for the year in which the Termination Date occurs, pro-rated through the Termination Date (the annual amount to be pro-rated under this part (ii) shall be the amount of Incentive Compensation paid to the Executive for whichever of the prior three (3) calendar years provided the greatest Incentive Compensation); and (iii) the Company shall continue to provide the Executive with the benefits she was receiving under Section 4.2. hereof (the “Benefits”) for thirty-six (36) months following the Termination Date, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive.1 1 To the extent that contributions by the Company for the benefit of the Executive to any savings, pension, profit-sharing and/or deferred compensation plan (a “Compensation Plan Benefit”) would not be allowed to continue under the Internal Revenue Code or the plan documents by reason of the termination of the Executive’s employment if the Board determines that the Executive has been unable pursuant to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below)Section 5.2., and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period5.3., 5.4., 5.5. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes 5.6. of this Section 5(b)Agreement, references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance the Additionally, all Restricted Stock and Performance Shares held by the Executive shall immediately vest. For the purpose of this Section, any criteria to earn Performance Shares shall be deemed to have been satisfied in full, and all Performance Shares that would otherwise be phased in over annual increments shall instead be completely phased in as of the Termination Date. Upon any termination effected and compensated pursuant to this Section 5.2., the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the Executive in accordance with its normal payroll practicesTermination Date, equal subject, however to the provisions of Section 4.1., and (y) payment of compensation for unused vacation days that have accumulated during the prior twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. If the Executive's Date of Termination occurs during the Agreement Term under circumstances described in paragraph 3(b) (relating to the Executive's being Disabled), then, in addition to the amounts payable in accordance with paragraph 4(a): (i) The Executive shall receive from the Company for the period continuing through the end of the Agreement Term (regardless of whether the Executive continues to be Disabled through the end of the Agreement Term), the Salary amount described in paragraph 2(a), as in effect on his Date of Termination, in monthly or more frequent installments in accordance with the Company's regular payroll practices. (ii) The Executive shall receive from the Company a payment (or payments) in lieu of the bonus (or bonuses). If the Date of Termination occurs during the 1997 Performance Period, the Executive shall be entitled to terminate the Executive’s employment if the Board determines a payment based on actual performance for that the Executive has been unable to attend to the Executive’s duties for at least ninety performance period (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board provided that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards amount shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the awardbe not less than $450,000), and the Company Executive shall pay severance be entitled to a payment for the 1998 Performance Period in an amount determined by the Board, provided that such amount shall be not less than $450,000. If the Date of Termination occurs during the 1998 Performance Period, the Executive shall be entitled to a payment based on actual performance for that performance period. Amounts payable under this paragraph (ii) shall be paid at the time such bonus amounts would otherwise have been paid to the Executive if he had remained in accordance with its normal payroll practices, equal to twelve (12) months the employ of the Executive’s Base Salary as in effect at Company through the time end of the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided Agreement Term. (iiii) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if All unexercised stock options granted to the Executive returns prior to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(bDate of Termination (regardless of whether they are exercisable prior to the Date of Termination) shall be exercisable by the Executive for a period expiring on the third anniversary of the Date of Termination. (iv) The Executive shall receive a cash payment from the Company equal to the Fair Market Value of the Share Units credited to his Stock Account as of the Date of Termination (regardless of whether such Share Units are vested prior to the Date of Termination). (v) If the Executive continues to be Disabled through the end of the Agreement Term, then, for the period after the end of the Agreement Term, the Executive shall be entitled to receive disability income replacement coverage to the extent provided under the disability policy applicable to other senior management employees of the Company. During any period while the Executive is Disabled, and is otherwise entitled to receive Salary (or Salary replacement) payments under this Agreement, any Salary payments otherwise due to the Executive shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within any benefits paid for the meaning same period of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided time under such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearincome replacement coverage.

Disability. The (a) If Executive shall become physically or mentally disabled during the Term to the extent that his ability to perform his duties and services hereunder is materially and adversely impaired (any such incapacity, a “Disability”), his Base Salary, bonus and other compensation provided herein shall continue while he remains employed by the Company; provided, that if such Disability (as determined in the Company’s reasonable judgment, exercised in good faith) continues for at least three (3) consecutive months, the Company shall be entitled to may terminate the Executive’s employment if hereunder, in which case the Board determines that the Company within 10 business days shall pay Executive has been unable a cash payment equal to attend (i) his annual Base Salary as provided in Section 5(a) hereof to the extent earned but unpaid as of the date of termination (“Unpaid Salary”), (ii) the bonus payable pursuant to Section 5(b) for the fiscal year of the Company ending prior to the date of termination (to the extent earned based on performance under the goals and objectives of the applicable plan but not previously paid) (“Unpaid Bonus”) and (iii) Executive’s duties for at least ninety then accrued but unused vacation (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “ReleaseUnpaid Vacation”) (unless such Release is waived by the Compensation Committee Unpaid Salary, Unpaid Bonus and Unpaid Vacation referred to sometimes together as the “Accrued Amounts”). Additionally, in its sole discretion)the event of a termination of employment due to Disability, any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months a pro-rata portion of the Executive’s Base Salary as Target Bonus for the year in effect which the termination for Disability occurred, payable at the same time when the Executive’s employment terminates, with the first bonus payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made termination otherwise would have been paid pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any All options, restricted stock unit and/or other equity awards held by Executive on the Executive, settlement date of termination for Disability shall occur pursuant vest only through the date of termination according to the terms normal vesting schedule applicable to such awards and Executive shall be treated in accordance with the applicable award agreements. (b) No payments or vesting under this Section 7 will be made if such Disability arose primarily from (a) chronic use of the award. For purposes of the Agreementintoxicants, “Disability” means the drugs or narcotics (other than drugs prescribed to Executive is incapacitated due to physical by a physician and used by Executive for their intended purpose for which they had been prescribed) or mental illness and such incapacity, with (b) intentionally self-inflicted injury or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a fullintentionally self-time basis for at least ninety (90) days in a calendar yearinduced illness.

Disability. The If the Executive is unable to perform his duties under this Agreement because of a Total Disability, the Company shall be entitled to may terminate the Executive’s 's employment if the Board determines that the Executive has been unable to attend by giving written notice to the Executive’s duties . Such termination shall be effective as of the date of such notice and the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, (b) Total Disability benefits as described below, (c) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment for at least ninety the year of termination multiplied by (90ii) a fraction, the numerator of which is the number of completed days because in the year of a Disability (as defined below)termination during which the Executive was employed by the Company and the denominator of which is 365, and has received a written opinion from a physician acceptable to the Board provided that such condition prevents amount will be paid in the normal course and shall only be paid if the Executive from resuming full performance of the Executive’s duties and is likely would have become entitled to continue for an indefinite period. Except as provided under the terms of the awardsuch amount if he had not terminated his employment, and subject to compliance with the covenants in Section 9 (d) such retirement and Section 10 other benefits earned and the execution, timely return and non-revocation vested (if applicable) by the Executive as of a release the date of claims in a form and substance reasonably requested by his termination under any employee benefit plan of the Company (in which the “Release”) (unless such Release is waived by Executive participates, including without limitation all vested benefits due under the Compensation Committee in its sole discretion)SERP and other retirement plans, any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement all of the performance goal or goals under foregoing to be paid in the award), normal course for such payments and the Company shall pay severance to the Executive in accordance with its the terms of such plans. In the event that the Executive incurs a Total Disability, the Executive shall be entitled to an annual disability benefit equal to 75% of his Base Salary, payable in accordance with the Company's normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the that all payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) provision shall be reduced on a dollar-for-dollar basis by the amount of bona fide Social Security disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelvebenefits and any other long-month period, provided such term disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means benefits the Executive is incapacitated due entitled to physical under any other Company-sponsored long-term disability plan or mental illness arrangements and such incapacity, with or without reasonable accommodation, prevents shall cease as of the Executive from satisfactorily performing the essential functions earliest of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year's cessation of Total Disability, death or attainment of his Normal Retirement Date.

Disability. The Company shall be If the Executive becomes entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided benefits under the terms of the awardthen-current disability plan, if any, of the Bank (a "Disability Plan"), he shall be entitled to receive such group and other disability benefits, if any, as are then provided by the Bank for senior executives. In the event of such disability, this Agreement shall not be suspended, except that (i) the Bank's obligation to pay the Base Salary to the Executive shall be reduced in accordance with the amount of disability income benefits received by the Executive, if any, pursuant to this Section 7(f) such that, on an after-tax basis, the Executive shall realize from the sum of disability income benefits and Base Salary the same amount as he would realize on an after-tax basis from the Base Salary if the Bank's obligation to pay salary were not reduced pursuant to this Section 7(f); (ii) the Executive shall not be entitled to earn an Annual Cash Bonus pursuant to Section 4(b) hereof or Stock-Based Awards pursuant to Section 4(c) if the disability prevents the Executive from rendering full-time service to the Bank for a period of in excess of six months during an applicable calendar year; and (iii) upon a resolution adopted by a majority of the disinterested members of the Board of Directors, the Bank may discontinue payment of the Base Salary beginning six months following a determination that the Executive has become entitled to benefits under a Disability Plan or otherwise unable to fulfill his duties under this Agreement. The Bank may terminate the employment of the Executive at any time after the expiration of one year following such disability if such disability is then continuing, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by upon such termination the Executive of a release of claims in a form and substance reasonably requested by shall be entitled to receive only the Company (Accrued Compensation. In addition, the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards Effective Date Award shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve Section 4(e) and any unvested TCG Restricted Stock Award (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date defined in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(bMerger Agreement) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearbecome fully vested.

Disability. The Company (A) If the Executive is removed from his position because of a Disability, the Executive, for the period of time during which his Disability continues, may continue to participate in certain of the employee benefit plans in which he participated immediately prior to his removal. These benefits would include participation in, as applicable and to the extent defined in the Company’s applicable plans, group life, medical/dental and disability insurance plans, each at the same ratio of employer/employee contribution as applicable to the Executive immediately prior to his removal. In addition, the Executive shall be entitled to terminate compensation and benefits accrued through the date of his removal from his duties, including any amounts payable to the Executive under any Company profit sharing or other employee benefit plan up to the date of removal. However, the Executive’s employment rights to bonuses and fringe benefits accruing after his removal, if any, shall cease upon such removal; provided, however, that nothing contained in this Agreement is intended to limit or otherwise restrict the Board determines that availability of any benefits to the Executive has been unable required to attend be provided pursuant to Section 4980B of the ExecutiveCode. (B) The Executive shall be entitled to payments equal to: (A) the lesser of (i) one year’s duties for at least ninety (90) days because of a Disability Base Salary (as defined belowin effect as of the date of removal), and has received a written opinion from a physician acceptable or (ii) the amount of Base Salary that would have been payable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date of removal through the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes Term of the Agreement, “Disability” means either (i) or (ii) payable as follows, (x) a lump sum payment six months following such removal equal to the lesser of (1) six months of Base Salary or (2) Base Salary for the remainder of the Term and (y), if applicable, following such six month period, continued payment of Base Salary (payable in accordance with the Company’s payroll practice) for the lesser of six months or the remainder of the Term; plus (B) any Preceding and/or Pro Rata Bonus to which the Executive is incapacitated due to physical or mental illness and entitled (payable not less than six months following such incapacity, removal from his position; but otherwise in accordance with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearSection 3.2).

Disability. The Company In the event that during the term of his employment by the Corporation Executive shall become Disabled (as that term is hereinafter defined) he shall continue to receive the full amount of the base salary to which he was theretofore entitled for a period of six months after he shall be deemed to have become Disabled (the "First Disability Payment Period"). If the First Disability Payment Period shall end prior to the Termination Date, Executive thereafter shall be entitled to terminate receive salary at an annual rate equal to 80% of his then current base salary for a further period ending on the Executive’s employment if earlier of (i) six months thereafter or (ii) the Board determines Termination Date (the "Second Disability Payment Period"). Upon the expiration of the Second Disability Payment Period, Executive shall not be entitled to receive any further payments on account of his base salary until he shall cease to be Disabled and shall have resumed his duties hereunder and provided that the Corporation shall not have theretofore terminated this Agreement as hereinafter provided. The Corporation may terminate Executive's employment hereunder at any time after Executive has been unable to attend to the Executive’s duties for is Disabled, upon at least ninety (90) days because of a Disability (as defined below)10 days' prior written notice; provided, and has received a written opinion from a physician acceptable to the Board however, that such condition prevents termination shall not relieve the Corporation from its obligation to make the payments to Executive from resuming full performance of described above in this Paragraph 13. For the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b)Agreement, references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis deemed to have become Disabled when (x) by the amount reason of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with Executive is not able to perform his duties hereunder for a period of 90 consecutive days or without reasonable accommodationfor 120 days in any consecutive 180-day period or (y) when Executive's physician or a physician designated by the Corporation shall have determined that Executive shall not be able, prevents by reason of physical or mental incapacity, to perform a substantial portion of his duties hereunder. In the event that Executive from satisfactorily performing shall dispute any determination of his disability pursuant to clauses (x) or (y) above, the essential functions matter shall be resolved by the determination of three physicians qualified to practice medicine in the United States of America, one to be selected by each of the Executive’s job for Corporation and Executive and the Company on a full-time basis for at least ninety (90) days in a calendar yearthird to be selected by the designated physicians. If Executive shall receive benefits under any disability policy maintained by the Corporation, the Corporation shall be entitled to deduct the amount equal to the benefits so received from base salary that it otherwise would have been required to pay to Executive as provided above.

Disability. The Company (a) During the Term of Employment, and subject to the terms and conditions on eligibility and participation as set forth in the Company’s Long-Term Disability Plan documents, the Executive shall be entitled to terminate disability coverage as described in this Section 8(a). In the event the Executive becomes disabled, as that term is defined under the Company’s Long-Term Disability Plan, the Executive shall be entitled to receive benefits pursuant to the Company’s Long-Term Disability Plan in place of Executive’s Base Salary and any other employee benefits other than for disabled employees in an amount pursuant to the Company’s Long-Term Disability Plan in effect at the commencement date of the disability (“Commencement Date”) for a period beginning on the Commencement Date and ending with the Executive’s employment if the Board determines that attainment of age 65. If (i) the Executive has been unable ceases to attend to the Executive’s duties for at least ninety (90) days because of a Disability be disabled (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under determined in accordance with the terms of the awardLong-Term Disability Plan) during the Term of Employment, (ii) Executive’s position or another senior executive position is then vacant and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicableiii) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless requests in writing that Executive resume such Release is waived position, Executive may elect to resume such position by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references written notice to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company within 15 days after the Company delivers its request. If Executive resumes such position, Executive shall pay severance thereafter be entitled to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as at the annual rate in effect at the time Commencement Date and, for the year Executive resumes Executive’s position, a pro rata annual incentive award and to participate in any other employee benefit programs outlined in Section 6 and 7 of this Agreement that are then in effect. If Executive ceases to be disabled and does not resume Executive’s position in accordance with the preceding sentence, Executive shall be treated as if Executive voluntarily terminated Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number Section 10(e) as of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant ceases to this Section 5(b)be disabled. With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means If the Executive is incapacitated due not offered Executive’s position or another executive position after Executive ceases to physical or mental illness and such incapacitybe disabled during the Term of Employment, with or Executive shall be treated as if Executive’s employment was terminated without reasonable accommodation, prevents Cause pursuant to Section 10(c) as of the date the Executive from satisfactorily performing ceases to be disabled. (b) Subject to the essential functions applicable plan documents, during the period the Executive is receiving disability benefits pursuant to Section 8(a) above, Executive shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which Executive was participating on the Executive’s job for Commencement Date, including without limitation, the Company on a full-time basis for at least ninety (90) days benefits and entitlements referred to in a calendar yearSections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new stock incentive awards following the Commencement Date.

Disability. (i) The Company shall be entitled to Board may, by written notice, terminate the Executive’s employment after having determined Executive is “Disabled.” For purposes of this Agreement, Executive will be considered “Disabled” and the Board will have the right to terminate this Agreement due to Executive’s Disability, if a physical or mental infirmity exists that impairs Executive’s ability to substantially perform his duties under this Agreement and that results in Executive’s becoming eligible for long-term disability benefits under a long-term disability plan of the Bank (or if the Bank has no such plan in effect, that impairs Executive’s ability to substantially perform his duties under this Agreement for a period of one hundred eighty (180) calendar days). The Board shall determine in good faith, based upon competent medical advice and other factors that the Board reasonably believe to be relevant, whether or not Executive is or continues to be Disabled for purposes of this Agreement. As a condition to any benefits, the Board may require Executive to submit to such physical or mental evaluations and tests as it deems reasonably appropriate, at the Bank’s expense. (ii) In the event the Board determines that Executive is Disabled, Executive will no longer be obligated to perform services under this Agreement. In addition, the Executive has been unable Bank will cause to attend to the Executive’s duties be continued for at least ninety a period of two (902) days because of a Disability (as defined below)years, and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return life insurance and non-revocation (if applicable) taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Executive of prior to his termination, provided, however, that if earlier, such medical and dental coverage shall cease on the date Executive becomes eligible for Medicare coverage unless Executive is covered by family coverage or coverage for self and a release of claims spouse, in a form and substance reasonably requested by which case Executive’s family or spouse shall continue to be covered for the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement remainder of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve two (122) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided that the Bank’s insurance plans then in effect permit Executive (and/or his spouse and dependents) to be covered after Executive’s termination of employment for such disability payments are made pursuant period. If the Bank is unable to a plan sponsored by the Company that covers a substantial number of provide such coverage under group policies then in effect for employees of the Company and was established prior Bank, the Bank hereby agrees to pay for such coverage for two years (or such lesser period as is necessary) through providers in the date health care system then available in the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time State of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearNew Jersey.

Disability. The Company Corporation shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s substantially perform his duties for at least ninety (90) days because of a Disability (as defined below)medically diagnosable physical or mental condition, and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s his duties and is likely to continue for an indefinite period. Except Upon such termination, the Executive shall be entitled to the following: (i) Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as provided of the termination date; (ii) any accrued but unpaid PTO through the date of termination; (iii) any bonuses earned but unpaid with respect to fiscal years or other completed periods preceding the termination date; (iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the awardCorporation, and subject to compliance payable in accordance with the covenants terms of the applicable plan; (v) any expenses owed to the Executive under Sections 4(d), 4(e) or 4(f); and (vi) any pro-rated portion of the annual bonus that the Executive would have earned for the year in Section 9 and Section 10 and which the execution, timely return and non-revocation termination occurs (if applicable) by he had remained employed for the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretionentire year), any then outstanding based on the number of days in such year that had elapsed as of the termination date, payable at the time that the Corporation pays bonuses to its executive officers for such year; and (vii) all stock options, restricted stock or restricted stock unit other equity awards with time-based vesting granted to the Executive under this Agreement shall become fully vested (for purposes and earned and payable and, in the case of this Section 5(b)stock options, references to “fully vested” exercisable in connection full and all stock options, restricted stock or other equity awards with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance granted to the Executive under this Agreement shall become vested to the extent provided in accordance with its normal payroll practicesthe applicable award agreement. All cash payments (other than pro-rated bonus) listed in subsections (i), equal (ii), (iii) and(v) shall be paid to twelve the Executive within sixty (1260) months days following the date of such termination and within any shorter time period required by law. All payments to be made pursuant to subsection (vii) (excluding stock options) shall be made to the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment Executive on the first payroll business day following the date after that is sixty (60) days following the revocation period for the Release has expired; date of such termination (except as otherwise expressly provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5applicable award agreement)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. The If the Company shall be entitled to terminate the Executive’s employment if the Board determines in good faith that the Executive Employee has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability "disability" (as defined below), it may give the Employee written notice of its intention to terminate the Employee's employment. In such event, the Employee's employment with the Company shall terminate effective on the 30th day after receipt by the Employee of such notice. No such notice of termination by reason of disability shall be given until the Employee has experienced a period of two consecutive months of disability and has received the disability is continuing. The notice of termination shall not be effective if the Employee returns to full-time performance of his duties prior to the expiration of the 30-day notice period. For purposes of this Agreement, "disability" shall mean a written opinion from physical or mental condition which, two months after its commencement, is determined to be total and permanent by a physician acceptable selected by the Company. The Employee shall be entitled to all compensation and benefits provided for under this Agreement during the two-month waiting period for the disability determination and during the 30-day notice of termination period. In the event that the Company provides long-term disability benefits for the Employee, such benefits shall not commence until after the employment of the Employee has been terminated and the Company has ceased paying the Employee compensation pursuant to the Board that such condition prevents foregoing sentence. If the Executive from resuming full performance Employee's employment is terminated by reason of the Executive’s duties Employee's disability, this Agreement shall terminate without further obligations to the Employee or the Employee's legal representatives under this Agreement, other than those obligations accrued, earned or vested by the Employee as of the date of the termination. In addition, the Employee and is likely the Employee's family shall be entitled to continue for an indefinite period. Except as receive benefits, including without limitation disability benefits, at least equal to the most favorable benefits provided under by the Company to other contract employees of the Company based on the terms of the award, and subject to compliance with the covenants benefit plans referenced in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable3(c) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary Agreement as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearEmployee's disability commenced.

Disability. The Company (a) During the Term of Employment, the Executive shall be entitled to terminate disability coverage as described in this Section 7(a). In the event the Executive becomes disabled, as that term is defined under the Company’s Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company’s Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% (or at the rate then applicable) of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company’s long-term disability benefits (“Commencement Date”) for a period beginning on the Commencement Date and ending with the Executive’s employment if the Board determines that attainment of age 65. If (i) the Executive has been unable ceases to attend to be disabled during the Executive’s duties for at least ninety (90) days because Term of a Disability Employment (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under determined in accordance with the terms of the awardLong-Term Disability Plan), and subject to compliance with (ii) the covenants positions set forth in Section 9 2(a) are then vacant and Section 10 and the execution, timely return and non-revocation (if applicableiii) by the Executive of a release of claims in a form and substance reasonably requested by the Company (requests in writing that he resume such positions, he may elect to resume such positions by written notice to the “Release”) (unless Company within 15 days after the Company delivers its request. If he resumes such Release is waived by the Compensation Committee in its sole discretion)positions, any then outstanding restricted stock or restricted stock unit awards he shall become fully vested (for purposes of this Section 5(b), references thereafter be entitled to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting his Base Salary at the target level annual rate in effect on the Commencement Date and, for the year he resumes his positions, a pro rata Annual Incentive Award at 75% of achievement Base Salary for such year. If he ceases to be disabled during the Term of the performance goal or goals under the award), Employment and the Company shall pay severance to the Executive does not resume his positions in accordance with its normal payroll practicesthe preceding sentence, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) he shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made treated as if he voluntarily terminated his employment pursuant to a plan sponsored by the Company that covers a substantial number Section 9(e) as of employees of the Company and was established prior to the date the Executive incurred a permanent disabilityceases to be disabled. If the Executive is not offered such positions after he ceases to be disabled during the Term of Employment, and further provided that such reduction does not otherwise affect the time of payment of amounts he shall be treated as if his employment was terminated Without Cause pursuant to this Section 5(b). With respect 9(c) as of the date the Executive ceases to any restricted stock unit awards held by be disabled. (b) The Executive shall be entitled to a pro rata Annual Incentive Award at 75% of Base Salary for the Executiveyear in which the Commencement Date occurs, settlement shall occur pursuant to payable in accordance with the terms of the awardannual incentive compensation plan and at the time set forth in Section 4 hereof. For purposes The Executive shall not be entitled to any Annual Incentive Award with respect to the period following the Commencement Date. If the Executive recommences his positions in accordance with Section 7(a), he shall be entitled to a pro rata Annual Incentive Award at 75% of Base Salary for the Agreement, “Disability” means year he resumes such positions and shall thereafter be entitled to Annual Incentive Awards in accordance with Section 4 hereof. (c) During the period the Executive is incapacitated due receiving disability benefits pursuant to physical or mental illness Section 7(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and such incapacityentitlements in which he was participating on the Commencement Date, with or including without reasonable accommodationlimitation, prevents the benefits and entitlements referred to in Section 5 and 6 above, except that the Executive from satisfactorily performing shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants or elect to defer compensation following the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearCommencement Date.

Disability. The Company In the event of the permanent disability (as hereinafter defined) of Executive during the Employment Period, Charts shall have the right, upon written notice to Executive, to terminate Executive's employment hereunder, effective upon the 30th calendar day following the giving of such notice (or such later day as shall be entitled specified in such notice). Upon the effectiveness of such termination, (i) Charts shall have no further obligations hereunder, except to terminate pay and provide, subject to applicable withholding, (A) all amounts of Base Salary accrued, but unpaid, at the effective date of termination, (B) Executive’s employment if 's target bonus, and (C) all reasonable unreimbursed business-related expenses, (ii) the Board determines that the Executive has been unable shares subject to attend to the Executive’s duties for at least ninety (90) days because of a Disability 's MarketWatch Option (as defined belowin the Reorganization Agreement) shall immediately vest and become exercisable and remain exercisable for the periods specified in the MarketWatch Option, and (iv) Executive shall then be deemed to be a Charts Employee Shareholder for purposes of the "Lock Up" restrictions of Section 2.6 of the Reorganization Agreement and the number of shares that are then Unlocked Shares (as defined in the Reorganization Agreement) shall be recomputed as if Executive had been subject to the provisions of Section 2.6(a)(i) of the Reorganization Agreement instead of Section 2.6(a)(ii) of the Reorganization Agreement since the Closing Date (as defined in the Reorganization Agreement), and has received a written opinion from a physician acceptable to the Board that such condition prevents the (iii) Executive from resuming full performance of the Executive’s duties and is likely to continue shall have no further obligations hereunder other than those provided for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section Sections 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwisehereof. Any All amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the to Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by 6.1 shall be payable within 30 days following the Executive, settlement shall occur pursuant to the terms effectiveness of the awardtermination of Executive's employment. For purposes of the this Agreement, “Disability” means the Executive is incapacitated due to "PERMANENT DISABILITY" shall be defined as any physical or mental illness and such incapacity, with disability or without reasonable accommodation, prevents the incapacity which renders Executive from satisfactorily incapable in any material respect of performing the essential functions services required of the Executive’s job him in accordance with his obligations under Section 2 for the Company on a full-time basis period of 180 consecutive days, or for at least ninety (90) 180 days in a calendar yearany 360 day period.

Disability. If during the term of employment and prior to any termination of this Agreement under Section 4.2, the Executive shall become physically or mentally disabled, whether totally or partially, so that he is prevented from performing his usual duties for a period of six consecutive months, or for shorter periods aggregating six months in any twelve-month period, the Company shall, nevertheless, continue to pay the Executive his full compensation, when otherwise due, as provided in Section 3, through the last day of the sixth consecutive month of disability or the date on which the shorter periods of disability shall have equaled a total of six months in any twelve-month period (such last day or date being referred to herein as the "Disability Date"). If the Executive has not resumed his usual duties on or prior to the Disability Date, the Company shall pay the Executive disability benefits for the period ending on the Term Date (the "Disability Period"), in an annual amount equal to 75% of the Executive's Base Salary at the time the Executive becomes disabled. If during the Disability Period the Executive shall fully recover from his disability, the Company shall have the right (exercisable within 60 days after notice from the Executive of such recovery), but not the obligation, to restore the Executive to full-time service at full compensation. If the Company elects to restore the Executive to full-time service, then this Agreement shall continue in full force and effect in all respects and the Term Date and the Advisory Period shall not be extended by virtue of the occurrence of the Disability Period. If the Company elects not to restore the Executive to full-time service, the Executive shall be entitled to obtain other employment, subject, however, to the following: (i) the Executive shall be obligated to perform advisory services during any balance of the Disability Period; and (ii) the provisions of Sections 9 and 10 shall continue to apply to the Executive during the Disability Period. The advisory services referred to in clause (i) of the immediately preceding sentence shall consist of rendering advice concerning the business, affairs and management of the Company as requested by the Board of Directors or the Chief Executive Officer of the Company but the Executive shall not be required to devote more than five days (up to eight hours per day) each month to such services, which shall be performed at a time and place mutually convenient to both parties. Any income from such other employment shall not be applied to reduce the Company's obligations under this Agreement. The Company shall be entitled to terminate the Executive’s employment if the Board determines that deduct from all payments to be made to the Executive has been unable during the Disability Period pursuant to attend this Section 5 an amount equal to all disability payments received by the Executive during the Disability Period from Workmen's Compensation, Social Security and disability insurance policies maintained by the Company; provided, however, that for so long as, and to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below)extent that, and has received a written opinion from a physician acceptable proceeds paid to the Board that such condition prevents the Executive from resuming full performance such disability insurance policies are not includible in his income for federal income tax purposes, the Company's deduction with respect to such payments shall be equal to the product of (i) such payments and (ii) a fraction, the numerator of which is one and the denominator of which is one less the maximum marginal rate of federal income taxes applicable to individuals at the time of receipt of such payments. All payments made under this Section 5 after the Disability Date are intended to be disability payments, regardless of the Executive’s duties and is likely to continue for an indefinite periodmanner in which they are computed. Except as provided under If a Disability Date occurs during the terms of the awardAdvisory Period, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive the full amount of the Advisory Period compensation in accordance with its normal payroll practicesSection 13 through the Term Date without regard to the preceding two sentences. Except as otherwise provided in this Section 5, equal the during the Disability Period and the Advisory Period, the Executive shall be entitled to twelve (12) months all of the Executive’s Base Salary as rights and benefits provided for in effect at this Agreement, except that Section 4.2 shall not apply during the time Disability Period and the Executive’s term of employment terminatesor, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable yearapplicable, the payments Advisory Period shall not commence until the first payroll date in the second taxable year; end and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns shall cease to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees an employee of the Company on the Term Date and was established prior shall not be entitled to the date the Executive incurred a permanent disability, notice and further provided that such reduction does not otherwise affect the severance or to receive or be paid for any accrued vacation time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearunused sabbatical.

Disability. The Provided that notice of termination has not ---------- previously been given under any Section hereof, if Executive becomes ill or is injured or disabled during the term such that Executive fails to perform all or substantially all of the duties to be rendered hereunder and such failure continues for a period in excess of 26 consecutive weeks (a "Disability"), the Company shall continue to employ Executive under this Agreement for one year from the date of the Disability (which one year period shall commence at the beginning of the 26 week period referred to herein) and shall continue to pay Executive the Base Salary in effect on the date of the Disability (determined at the beginning of the 26 week period referred to herein), the Bonus, and all benefits then in effect; provided, that (A) the Company may relieve Executive of his duties and responsibilities hereunder to the extent permitted by law and (B) any long-term disability payments received by Executive under any disability insurance plan made available to Executive by the Company if the premiums were paid by the Company shall be deducted from the salary and bonus payments otherwise required to be paid to Executive hereunder. If during the term and subsequent to the Disability commencement date (which shall be at any time following the end of the 26 week period referred to herein) Executive shall fully recover, the Company shall have the right (exercisable within 60 days after receipt of notice from Executive of such recovery), but not the obligation, to restore Executive to full-time service at full compensation. If the Company elects not to restore Executive to full-time service, Executive shall be entitled to terminate obtain other employment. If Executive is not restored to full-time employment with the Executive’s employment if Company, all stock options that have become exercisable as of the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because date of a Disability (as defined below), and has received a written opinion from a physician acceptable to determined at the Board that such condition prevents the Executive from resuming full performance end of the Executive’s duties and is likely 26 week period referred to continue herein) shall remain so for an indefinite period. Except as provided under the terms a period of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearmonths.

Disability. The If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 days during any period of 150 consecutive days, Company and Castlewood (US) shall be entitled have the right to terminate Executive's employment upon 30 days' prior written notice to Executive at any time during the Executive’s employment if continuation of such inability. In the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety event of termination under this Section 4.2, (90a) days because of a Disability Castlewood (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely US) shall thereafter be obligated to continue to pay Executive's Base Salary for an indefinite period. Except as provided under the terms a period of the award36 months, and subject to compliance periodically in accordance with the covenants in Section 9 and Section 10 and the executionCastlewood (US)'s regular payroll practices, timely return and non-revocation (if applicable) by the unless Executive of is at such time a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested ("specified employee" for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement 409A ("Section 409A") of the performance goal or goals under the award)Internal Revenue Code of 1986, and the Company shall pay severance to the Executive as amended, in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first which event payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date business day after the six month anniversary of such termination of employment, at which time the amounts that would otherwise have been paid during such six months shall be paid in the second taxable year; a lump sum, and (iib) all such payments Castlewood (US), on the 10th day following the date of termination, shall immediately terminate at an earlier date if the pay any other amounts (including salary, bonuses, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(bAgreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by Castlewood (US) shall be reduced on a dollar-for-dollar basis credited against and shall reduce the Base Salary otherwise payable by Castlewood (US) following termination of employment. If, for the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts year in which Executive's employment is terminated pursuant to this Section 5(b). With respect to 4.2, Company achieves the performance goals established in accordance with any restricted stock unit awards held by the Executiveincentive plan in which Executive participates, settlement Castlewood (US) shall occur pursuant pay Executive an amount equal to the terms bonus that Executive would have received had he been employed by Company and Castlewood (US) for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365; such amount shall be paid on the date set forth in such bonus plan or, if later and if required to comply with Section 409A, on the first business day after the six month anniversary of such termination of employment. Executive shall be entitled for a period ending on December 31 of the award. For purposes second calendar year commencing on the date of termination, to continue to receive at Castlewood (US)'s expense medical benefits coverage (as described in Section 3.3) for Executive and Executive's spouse and dependents (if any) if and to the Agreement, “Disability” means extent Castlewood (US) was paying for such benefits to Executive and Executive's spouse and dependents at the Executive is incapacitated due to physical or mental illness and time of such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yeartermination.

Disability. (i) The Company shall be entitled to may terminate the Executive’s employment if employment, upon notice to the Board determines Executive, in the event that the Executive has been becomes disabled during his employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to attend perform substantially all of his duties and responsibilities hereunder (notwithstanding the provision of any reasonable accommodation) for one hundred and eighty (180) days during any period of three hundred and sixty-five (365) consecutive calendar days, whether or not consecutive. In the event of such termination, the Company shall have no further obligation or liability to the Executive’s duties , other than for payment of the Final Compensation due the Executive. Other than business expenses described in Section 5(a)(ii), the Final Compensation shall be paid to the Executive at least ninety the time prescribed by applicable law and in all events within thirty (9030) days because of a Disability following the Termination Date. (as defined below), and has received a written opinion from a physician acceptable ii) The Board may designate another employee to act in the Board that such condition prevents the Executive from resuming full performance Executive’s place during any period of the Executive’s duties disability. Notwithstanding any such designation, the Executive shall continue to receive the Base Salary in accordance with Section 4(a) and is likely to continue for an indefinite period. Except as provided under participate in employee benefit plans in accordance with Section 4(c), to the extent permitted by the then-current terms of the awardapplicable employee benefit plans, until the Executive becomes eligible for disability income benefits under the Company’s disability income plan, if any, or until the termination of his employment, whichever shall first occur. While receiving disability income payments under any Company’s disability income plan, the Executive shall not be entitled to receive any Base Salary under Section 4(a), but shall continue to participate in the employee benefit plans in accordance with Section 4(c) and to the extent permitted by and subject to compliance with the covenants in Section 9 and Section 10 and then-current terms of such plans, until the execution, timely return and non-revocation termination of his employment hereunder. (if applicableiii) by If any question shall arise as to whether the Executive is disabled through any illness, injury, accident or condition of either a release physical or psychological nature so as to be unable to perform substantially all of claims in his duties and responsibilities hereunder, the Executive may, and at the request of the Company shall, submit to a form and substance reasonably requested medical examination by a physician selected by the Company (to whom the “Release”) (unless Executive or his duly appointed guardian, if any, has no reasonable objection, to determine whether the Executive is disabled, and such Release is waived by determination shall for the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b)Agreement be conclusive. If such question shall arise and the Executive shall fail to submit to such medical examination, references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement Company’s determination of the performance goal or goals under the award), and the Company issue shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of be binding on the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. The Company (a) If Executive becomes “Disabled” (as defined below) during the Term, Executive shall receive 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for CRM’s long-term disability benefits (“Commencement Date”) for a period beginning on the Commencement Date and ending with the earlier to occur of (A) Executive’s attainment of age 65, or (B) Executive’s commencement of retirement benefits from CRM. If Executive ceases to be Disabled 180 days thereafter, he may elect to resume such position by written notice to CRM within 15 days after CRM delivers its request. If he resumes such position, he shall thereafter be entitled to his Base Salary at the annual rate in effect for the year he resumes his position and a Pro Rata Annual Incentive (as defined). If he ceases to be disabled 180 days thereafter and does not offer to resume his position in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment as of the date Executive ceases to be disabled. If Executive is not offered his position by CRM after he ceases to be Disabled during the Term, he shall be treated as if his employment was terminated without Cause as of the date Executive ceases to be Disabled. (b) Executive shall be entitled to terminate a Pro Rata Annual Incentive assuming Target performance for the Executive’s employment if year in which the Board determines that termination occurs, such bonuses payable in a lump sum not later than 15 days after the Commencement Date. Executive has been unable shall not be entitled to attend any annual incentive award with respect to the Executive’s duties for at least ninety (90) days because of a Disability (as defined belowperiod following the termination. If Executive recommences his position in accordance with Section 8(a), and has received he shall be entitled to a written opinion from a physician acceptable to Pro Rata Annual Incentive assuming Target performance for the Board that year he resumes such condition prevents position. (c) During the period Executive from resuming full performance of the Executive’s duties and is likely to continue for Disabled, he shall be treated as an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (employee for purposes of this Section 5(b)all employee benefits, references to “fully vested” plans and programs in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment which he was participating on the first payroll date after the revocation period Commencement Date, except for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company any annual salary increases or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollarany new long-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive term incentive plan grants during such twelve-month any Disability period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by written notice to the Executive by the Company or to the Company by the Executive in the event that (i) the Executive becomes unable to perform his duties as set forth in Section 3 by reason of physical or mental illness or accident for any six (6) consecutive month period or (ii) the Company receives written opinions from both a physician for the Company and a physician for the Executive that the Executive will be so disabled. In the event the Executive’s employment is terminated pursuant to this Section 10(c), the Executive shall be entitled to terminate receive (A) the Accrued Obligations, (B) to the extent applicable, an amount equal to the Pro Rata Bonus, and (C) any other Disability benefits arrangements available to senior executive officers of the Company generally, as in effect on the Date of Termination (as defined in Section 10(h) hereof). All of the payments required to be paid pursuant to this Section 10(c) shall be paid to the Executive no later than ten (10) days following the Date of Termination; provided, however, that any Pro Rata Bonus shall be paid to the Executive no later than five (5) days following the determination of the amount of such payments, if any, and provided, further, that any benefits payable pursuant to Subsection (C) shall be payable in accordance with the Company’s normal practices, as are in effect at that time. Additionally, in the event the Executive’s employment if the Board determines that the Executive has been unable is terminated pursuant to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined belowthis Section 10(c), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance all of the Executive’s duties and is likely options to continue for an indefinite period. Except as provided under the terms purchase shares of capital stock of the awardCompany which are unvested as of the Date of Termination but otherwise scheduled to vest on the first vesting date scheduled to occur following the Date of Termination, shall immediately vest and subject become exercisable on the Date of Termination and all remaining unvested options shall terminate as of the Date of Termination. In the event the Executive’s employment is terminated pursuant to compliance with the covenants in this Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion10(c), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months all of the Executive’s Base Salary options to purchase capital stock of the Company which are vested as in effect at of the time Date of Termination or become vested pursuant to the immediately preceding sentence may be exercised by the Executive within the earlier of (i) the tenth anniversary of the date the options were granted or (ii) one (1) year following the Date of Termination and shall then terminate, and the Executive (or the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company spouse or otherwise. Any amounts payable under this Section 5(bheirs) shall be reduced permitted to exercise such options on a dollar-for-dollar net basis (e.g., by satisfying the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to exercise price and withholding tax obligations having withheld a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior option shares that have a fair market value equal to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(bobligations). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. The Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because If, as a result of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated incapacity due to physical or mental illness and such incapacityor injury, with or without reasonable accommodation, prevents Employee shall have been unable to perform the Executive from satisfactorily performing the essential functions material duties of the Executive’s job for the Company his position on a full-time basis for a period of four (4) consecutive months, or for a total of four (4) months in any six (6) month period, then thirty (30) days after written notice to the Employee (which notice may be given before or after the end of the aforementioned periods, but which shall not be effective earlier than the last day of the applicable period), the Company may terminate Employee's employment hereunder if Employee is unable to resume his full-time duties at the conclusion of such notice period. If Employee's employment is terminated as a result of Employee's disability, the Company shall continue to pay Employee his base salary at the then-current rate for one half of the Change of Control Period set forth in Section 6(e)(i)(B), and the Company will, during such period also pay the Employee's annual bonus (or such annual bonus as determined by a formula at least ninety as advantageous to Employee, taking into account any changes in the capital structure and business organization of the Company taking place after such termination, as the formula applicable to the Employee during the year immediately prior to the termination date). During such period, the Company will also provide for the continuation of the Employee's health, dental and other medical benefits, or substantially similar benefits if the identical benefits are not available. (90The Company shall have met its obligation to continue such benefits if it makes the requisite premium payments under COBRA, or if it makes the premium payments for substantially similar insurance purchased by the Employee.) days Payments of base salary and health, dental and other benefits shall be made in a calendar yearaccordance with the Company's regular payroll cycle, while payments of annual bonuses shall be made in accordance with the Company's past practice. Following such termination the Employee shall cease to be eligible to participate in the Company's 401(k) plans, and shall cease to accrue paid time off under the Company's "PTO Policy."

Disability. The Executive’s employment pursuant to this Agreement may be terminated by written notice to the Executive by the Company or to the Company by the Executive (“Notice of Termination”) in the event that the Executive is unable, as reasonably determined by the Board, to perform his regular duties and responsibilities due to physical or mental illness or injury that has lasted (or can reasonably be expected to last) for a period of six (6) consecutive months. In the event the Executive’s employment is terminated pursuant to this Section 4.4, the Executive shall be entitled to terminate receive, when the Executive’s employment if the Board determines that the Executive has same would have been unable to attend paid to the Executive’s duties for at least ninety , (90i) days because of a Disability (as defined below), any unpaid Base Salary and has received a written opinion from a physician acceptable benefits to be paid or provided to the Board that such condition prevents Executive under this Agreement through the Executive from resuming full performance Date of Termination, (ii) an amount equal to the pro rata portion of the average of Executive’s duties and is likely annual bonus(es) or award(s) for the prior three (3) fiscal years pursuant to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested any cash bonus plan maintained by the Company (other than the “Release”LTCP) in respect of the fiscal years preceding the Date of Termination, payable over the twelve (unless 12) months following the Date of Termination in accordance with the Company’s ordinary payroll practices with such Release payments commencing on the first Company payroll period occurring after the thirtieth (30th) day following the Executive’s Date of Termination and (iii) any other unpaid benefits (including disability benefits) to which he is waived otherwise entitled under any other plan, policy or program of the Company applicable to the Executive as of the Date of Termination, in accordance with the terms of such plan, policy or program. In addition, subject to the last sentence of this Section 4.4, the Executive shall be fully vested in all then outstanding options to acquire stock of the Company, and all then outstanding restricted shares of stock and restricted stock units of the Company held by the Compensation Committee Executive and any such options shall remain exercisable until the earlier of (x) the second anniversary of the Date of Termination and (y) the otherwise applicable normal expiration date of such option. The foregoing provision shall not apply to extend the expiration date of any option that is outstanding (whether vested or unvested) as of the date hereof and that is intended to qualify as an “incentive stock option” under Section 422 of the Code. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Agreement, shall occur upon vesting pursuant to this Section 4.4, subject to any previous legally binding deferral election or contrary payment date provided for in its sole discretion)the applicable award agreement regarding such units. Anything to the contrary herein notwithstanding, the vesting of any then outstanding performance share units or performance-based restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant vest according to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearapplicable award agreement.

Disability. The If the Company shall be entitled to terminate the Executive’s employment if the Board determines in good faith that the Executive Employee has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability "disability" (as defined below), it may give the Employee written notice of its intention to terminate the Employee's employment. In such event, the Employee's employment with the Company shall terminate effective on the 60th day after receipt by the Employee of such notice. No such notice of termination by reason of disability shall be given until the Employee has experienced a period of three consecutive months of disability and has received the disability is continuing. The notice of termination shall not be effective if the Employee returns to full-time performance of his duties prior to the expiration of the 60 day notice period. For purposes of this Agreement, "disability" shall mean a written opinion from physical or mental condition which, three months after its commencement, is determined to be total and permanent by a physician acceptable selected by the Company and which prevents the Employee from performing his duties hereunder. The Employee shall be entitled to all compensation and benefits provided for under this Agreement during the three month waiting period for the disability determination and during the 60 day notice of termination period. In the event that the Company provides long-term disability benefits for the Employee, such benefits shall not commence until after the employment of the Employee has been terminated and the Company has ceased paying the Employee compensation pursuant to the Board that such condition prevents foregoing sentence. If the Executive from resuming full performance Employee's employment is terminated by reason of the Executive’s duties Employee's disability, this Agreement shall terminate without further obligations to the Employee or the Employee's legal representatives under this Agreement, other than (i) those obligations accrued, earned or vested by the Employee as of the date of the termination, (ii) that portion of any bonus determined pursuant to Section 3(c)(ii) of this Agreement in respect of a prior calendar year that had been deferred, which amount shall be paid to the Employee as soon as practicable, and (iii) with respect to the calendar year in which this Agreement is likely terminated, in the event that a bonus would have been payable to continue the Employee pursuant to Section 3(c)(ii) of this Agreement in respect of such calendar year had this Agreement not terminated, the Employee shall be entitled to a pro-rated amount of such bonus based on a fraction the numerator of which is the number of days in the calendar year in which this Agreement was terminated that the Employee provided services to the Company and which were prior to the period of the Employee's disability and the denominator of which is 365, with such bonus payment to be paid in one cash lump sum paid as soon as practicable following delivery of audited financial statements for an indefinite the year in which this Agreement is terminated. In the event the Employee becomes disabled but returns to active service under this Agreement prior to the expiration of the three-month waiting period, or prior to the expiration of the 60-day notice of intent to terminate period, the Employee shall be entitled to the full amount of any bonus payable pursuant to Section 3(c)(ii) of this Agreement in respect of the year in which he became disabled without regard to the period of absence due to the disability. Except as In addition, the Employee and the Employee's family shall be entitled to receive benefits, including without limitation disability benefits, at least equal to the most favorable benefits provided under by the Company to executives of the Company based on the terms of the award, and subject to compliance with the covenants benefit plans referenced in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable3(d) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary Agreement as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearEmployee's disability commenced.

Disability. The Company or the Executive shall be entitled have the right, to the extent permitted by law, to terminate the employment of the Executive upon at least ninety (90) days’ prior written notice to the other party, provided that the Company shall not have the right to terminate the Executive’s employment if in accordance with this Section if, (i) in the Board determines opinion of a qualified physician reasonably acceptable to both parties, it is reasonably certain that the Executive will be able to resume his or her duties on a regular full-time basis within one hundred eighty (180) days of the date that the notice of such termination is delivered, and (ii) upon the expiration of such one hundred eighty (180) day period, the Executive has been unable to attend resumed his or her duties on a regular full-time basis. In the event that the Term of Employment is terminated due to the Executive’s duties for at least ninety Disability, the Executive shall be entitled to: (90i) days because the Accrued Obligations, payable as and when those amounts would have been payable had the Term of Employment not ended; (ii) the Termination Year Bonus, payable as and when those amounts would have been payable had the Term of Employment not ended; (iii) a Disability (as defined below), and has received a written opinion from a physician acceptable lump-sum payment equal to the Board that such condition prevents Severance Amount, payable on the Executive from resuming full performance 30th day immediately following the Termination Date; (iv) the Company shall reimburse, on a monthly basis, Executive’s COBRA premium under the Company’s major medical group health and dental plan (including the costs of the Executive’s duties and is likely premium required to continue maintain coverage for an indefinite period. Except as provided under his dependents) for a period of 18 months after such termination or the terms expiration of the awardperiod in which COBRA coverage must be provided, whichever is less; and (v) all Equity Awards and subject or stock options previously granted to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive that remain outstanding immediately prior to the effective date of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards Termination shall become fully vested and exercisable upon the occurrence of such Termination and shall remain exercisable for a period of two (for purposes of this Section 5(b)2) years thereafter. If, references to “fully vested” upon the Termination Date, the Company is not a publicly traded corporation, the stock options shall be cancelled and, in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award)exchange, and the Company shall pay severance to the Executive Executive, in accordance full settlement of all rights with its normal payroll practicesrespect to the stock options, an aggregate amount in cash equal to twelve (12) months the fair market value of a share of the ExecutiveCompany’s Base Salary as in effect Common Stock on the Termination Date minus the per share exercise price for the stock options, times the number of shares to which the stock options have not been exercised at the time of the Executive’s employment terminates, with the first Termination. Such cash payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay made within thirty (within the meaning of Treas. Reg. section 1.409A-1(a)(5)30) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees days of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearTermination Date.

Disability. The Following the use of all sick days to which the Executive is entitled under the policies applicable to the Company's senior executives, while he is Disabled, the Company shall shall, in lieu of payment of his Base Salary, (i) pay the Executive a disability benefit equal to 50% of the Base Salary that he would otherwise be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period receive for the Release has expiredperiod in which he is Disabled; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all other unpaid amounts, if any, to which the Executive is entitled as of the Executive's date of disability, under any Company fringe benefit or incentive compensation plan or program, at the time such payments shall immediately terminate at an earlier date if are due; and (iii) the Executive's full Base Salary that would have been payable to the Executive returns from the Executive's Date of Termination through the Expiration Date, in a lump sum within forty-five (45) days after such Date of Termination; provided, however, that any payments made to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) Executive during the Disability Period shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received any amounts paid or receivable by payable to the Executive during such twelve-month period, provided such under any Company disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b)benefit plans. With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant Subject to the terms of the award. For purposes of the this Agreement, “Disability” means the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has an illness, or a physical or mental disability, or similar incapacity, that renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is incapacitated due Disabled, the Company may refer the same to physical or mental illness a licensed practicing physician of the Company's choice, and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing agrees to submit to such tests and examinations as such physician shall deem appropriate. During the essential functions of period in which the Executive is Disabled, the Company may appoint a temporary replacement to assume the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year's responsibilities.

Disability. The If the Company shall be entitled determines in good faith that the Disability of the Executive has occurred during the Term, subject to applicable laws, it may give written notice to the Executive of its intention to terminate his employment. In such event, the Executive’s employment if with the Board determines Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided that, within the thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of his duties. During any period that the Executive has been unable fails to attend perform his duties hereunder as a result of the Disability, the Executive shall continue to receive his full Base Salary and incentive compensation until the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable employment is terminated pursuant to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b6.3(b). Upon any such termination neither party shall have any rights or obligations under Article 1, references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal Article 2, Section 3.1, Section 3.2, or goals under the award)Article 4; provided, and however, that the Company shall pay severance to the Executive any amount due and owing as of the Termination Date pursuant to Section 3.1 and Section 3.2 (excluding a Bonus for the year in accordance with its normal payroll practiceswhich the termination occurs) and Article 4 and, after termination an amount equal to twelve (12) months of the Executive’s Base Salary (determined as in effect at the time the Executive’s employment terminateslast annual Base Salary during the Term prior to such termination). Such twelve (12) months of Base Salary shall be paid in a single lump sum seventy five (75) days after Executive terminates employment, with the first provided, however, that this payment is contingent on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins Executive having executed a release in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees favor of the Company within sixty (60) days following Executive’s termination of employment and was established prior to the date the Executive incurred a permanent disability, and further provided that not thereafter revoking such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the awardrelease. For purposes of the this Agreement, “Disability” means shall mean the inability of the Executive is incapacitated due to perform his duties to the Company on account of physical or mental illness or incapacity for a period of one hundred and such incapacitytwenty (120) consecutive calendar days, with or without reasonable accommodationfor a period of one hundred and eighty (180) calendar days, prevents whether or not consecutive, during any three hundred and sixty five (365) day period. Any equity awards held by the Executive from satisfactorily performing shall be governed by the essential functions terms and conditions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearrelevant plan and grant documents.

Disability. The Company shall be entitled to terminate the Executive’s employment if the Board determines that If the Executive has been shall become Disabled so as to be unable to attend to perform the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance essential functions of the Executive’s duties then existing position or positions under this Agreement with or without reasonable accommodation, the Board of Directors may remove the Executive from any responsibilities and/or reassign the Executive to another position with the Company for the remainder of the Term (and is likely if applicable, Extended Term) or during the period of such Disability. Notwithstanding any such removal or reassignment, the Executive shall continue to continue for an indefinite period. Except as provided receive the Executive’s full Salary (less any disability pay or sick pay benefits to which the Executive may be entitled under the terms Company’s policies) and benefits under Section 4 of this Agreement (except to the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) for a period of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, time equal to twelve (12) months payable at the same time as such amounts would otherwise have been paid to the Executive had he continued in his current capacity. If the Executive is unable to perform substantial services of any kind for the Company during this period, such period shall be considered a paid leave of absence and the Executive shall have the contractual right to return to employment at any time during such period. If the Executive’s Disability continues beyond such twelve (12) month period, the Executive’s employment may be terminated by the Company by reason of Disability at any time thereafter. For purposes hereof, the term “Disabled” or “Disability” shall mean a written determination that the Executive, as certified by at least two (2) duly licensed and qualified physicians, one (1) approved by the Board of Directors of the Company and one (1) physician approved by the Executive (the “Examining Physicians”), or, in the event of the Executive’s Base Salary as in effect at the time total physical or mental disability, the Executive’s employment terminateslegal representative, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if that the Executive returns suffers from a physical or mental impairment that renders the Executive unable to active employment, either with perform the Company or otherwise. Any amounts payable Executive’s regular personal duties under this Section 5(bAgreement and that such impairment can reasonably be expected to continue for a period of six (6) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay consecutive months or for shorter periods aggregating one hundred eighty (within the meaning of Treas. Reg. section 1.409A-1(a)(5)180) received or receivable by the Executive during such twelve-days in any twelve (12) month period; provided, provided such disability payments are made pursuant to a plan sponsored by however, that the Company that covers a substantial number Executive’s primary care physician may not serve as one of employees the Examining Physicians without the consent of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical (or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job legal representation). The Executive shall cooperate with any reasonable request of a physician to submit to a physical examination for purposes of such certification. Nothing in this Section 6(d) shall be construed to waive the Company on a full-time basis for at least ninety (90) days in a calendar yearExecutive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

Disability. The Company shall be entitled to terminate the Executive’s employment if the Board determines that If the Executive has been shall become Disabled so as to be unable to attend to perform the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance essential functions of the Executive’s duties and is likely then existing position or positions under this Agreement with or without reasonable accommodation, the Board of Directors may remove the Executive from any responsibilities and/or reassign the Executive to another position with the Employer during the period of such Disability. Notwithstanding any such removal or reassignment, the Executive shall continue for an indefinite period. Except as provided to receive the Executive’s full Salary (less any disability pay or sick pay benefits to which the Executive may be entitled under the terms Employer’s policies) and benefits under Section 4 of this Agreement (except to the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) for a period of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, time equal to twelve (12) months payable at the same time as such amounts would otherwise have been paid to the Executive had he continued in his current capacity. If the Executive is unable to perform substantial services of any kind for the Employer during this period, such period shall be considered a paid leave of absence and the Executive shall have the contractual right to return to employment at any time during such period. If the Executive’s Disability continues beyond such twelve (12) month period, the Executive’s employment may be terminated by the Employer by reason of Disability at any time thereafter. For purposes hereof, the term “Disabled” or “Disability” shall mean a written determination that the Executive, as certified by at least two (2) duly licensed and qualified physicians, one (1) approved by the Board of Directors of the Employer and one (1) physician approved by the Executive (the “Examining Physicians”), or, in the event of the Executive’s Base Salary as in effect at the time total physical or mental disability, the Executive’s employment terminateslegal representative, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if that the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on suffers from a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents impairment that renders the Executive from satisfactorily performing the essential functions of unable to perform the Executive’s job regular personal duties under this Agreement and that such impairment can reasonably be expected to continue for the Company on a full-time basis period of three (3) consecutive months or for at least shorter periods aggregating ninety (90) days in any twelve (12) month period; provided, however, that the Executive’s primary care physician may not serve as one of the Examining Physicians without the consent of the Employer and the Executive (or the Executive’s legal representation). The Executive shall cooperate with any reasonable request of a calendar yearphysician to submit to a physical examination for purposes of such certification. Nothing in this Section 6(d) shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

Disability. The Company shall be entitled to may terminate the Executive’s employment if the Board determines that the of Executive has been unable to attend hereunder due to the Executive’s duties for at least ninety (90) days because of a Disability (as defined belowin Section 8(e)) of Executive. Upon termination of employment, and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance Term will terminate, all obligations of the Executive’s duties Company and is likely Executive under Sections 1 through 5 will immediately cease except for obligations which expressly continue after termination of employment due to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award)Disability, and the Company shall will pay Executive, and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination; (ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive becomes disabled, a Partial Year Bonus (as defined in Section 8(g)); (iii) A single severance payment in an amount equal to the Executive in accordance with its normal payroll practices, equal to twelve sum of: (12i) months of two times the Executive’s Base Salary plus (ii) two times the average of the two highest Annual Incentives (as defined in effect Section 8(a)) received by Executive during the preceding three completed performance years, provided that the Annual Stock Target provided for in this Agreement instead of the actual Annual Stock Incentive shall be used in the calculation of the severance payment; provided further, however, that these payments may be provided under an insurance policy purchased by the Company. Such payment shall be in addition to any disability insurance payments to which the Executive is otherwise entitled and any other compensation earned by Executive hereunder; (iv) All equity awards held by Executive at termination that vest based on time shall be fully vested and all other terms of such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 11(g) hereof); (v) Any performance objectives upon which the earning of performance-based restricted stock, RSUs, and other equity awards and other long-term incentive awards (including cash awards, but excluding any Outperformance Incentive Award) is conditioned shall be deemed to have been met at the time greater of (A) target level at the date of termination, or (B) actual performance and Reasonably Anticipated Performance at the date of termination, and such amounts shall become fully vested and non-forfeitable as a result of termination of employment at the date of such termination, and, in other respects, such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted; (vi) Disability benefits shall be payable in accordance with the Company’s plans, programs and policies; and (vii) All other rights under any other compensatory or benefit plan, including any deferral under Section 5(c), shall be governed by such plan. In addition, at Company’s expense, Executive and his spouse and dependent children shall be entitled to continuation of health insurance coverage (i.e., medical, dental and vision) under the Company’s group health plan(s) in which the Executive was participating on the date of termination or if such plan(s) have been terminated, in the plan(s) in which senior executives of the Company participate for a period of one (1) year after the date Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. (i) The Company shall be entitled to may terminate the Executive’s employment if hereunder, upon at least ten (10) days’ prior notice to the Board determines Executive, in the event that the Executive has been becomes disabled during his employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to attend to perform substantially all of his duties and responsibilities hereunder, notwithstanding the Executive’s duties provision of any reasonable accommodation, for at least more than ninety (90) consecutive days because during any period of a Disability three hundred and sixty-five (as defined below)365) consecutive calendar days. In the event of such termination, and has received a written opinion from a physician acceptable to the Board that such condition prevents Company shall provide the Executive from resuming full performance with a lump sum cash payment of Final Compensation upon such termination. (ii) The Board may designate another employee to act in the Executive’s place during any period of the Executive’s duties disability. Notwithstanding any such designation, the Executive shall continue to receive the Base Salary in accordance with Section 4(a) and is likely benefits in accordance with Section 4(e), to continue for an indefinite period. Except as provided under the extent permitted by the then-current terms of the awardapplicable benefit plans, until the Executive becomes eligible for disability income benefits under the Company’s disability income plan or until the termination of his employment, whichever shall first occur. (iii) Any payments made to the Executive under the Company’s long-term disability income plan shall reduce the Base Salary otherwise payable for the period covered by such disability payment, provided that the Executive shall continue to participate in all Employee Benefit Plans until the termination of his employment. (iv) If any question shall arise as to whether during any period the Executive is disabled the Executive may, and subject at the request of the Company shall, submit to compliance with a medical examination by a physician mutually selected by the covenants in Section 9 and Section 10 Board and the executionExecutive, timely return and non-revocation (if applicable) a written determination by such physician shall for the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement Agreement be conclusive of the performance goal or goals under issue. If the award), Board and the Company Executive cannot agree on a physician, the Board may select a physician who is a physician on staff at a hospital in Boston, Massachusetts. If such question shall pay severance to arise and the Executive in accordance with its normal payroll practicesshall fail to submit to such medical examination, equal to twelve (12) months the Company’s determination of the Executive’s Base Salary as in effect at the time issue shall be binding on the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. The Company (a) If Executive shall be entitled to terminate become physically or mentally disabled during the Executive’s employment if the Board determines that the Executive has been unable to attend Term to the Executive’s extent that his ability to perform his duties and services hereunder is materially and adversely impaired (any such incapacity, a “Disability”), his Base Salary, bonus and other compensation provided herein shall continue while he remains employed by the Company; provided, that if such Disability (as determined in the Company's reasonable judgment, exercised in good faith) continues for at least ninety three (903) consecutive months, the Company may terminate Executive's employment hereunder, in which case the Company within 10 business days because shall pay Executive a cash payment equal to (i) his annual Base Salary as provided in Section 5(a) hereof to the extent earned but unpaid as of a Disability the date of termination (as defined below“Unpaid Salary”), and has received a written opinion from a physician acceptable (ii) the bonus payable pursuant to Section 5(b) for the fiscal year of the Company ending prior to the Board that such condition prevents date of termination (to the Executive from resuming full extent earned based on performance under the goals and objectives of the applicable plan but not previously paid) (“Unpaid Bonus”) and (iii) Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation 's then accrued but unused vacation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “ReleaseUnpaid Vacation”) (unless such Release is waived by the Compensation Committee Unpaid Salary, Unpaid Bonus and Unpaid Vacation referred to sometimes together as the “Accrued Amounts”). Additionally, in its sole discretion)the event of a termination of employment due to Disability, any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months a pro-rata portion of the Executive’s Base Salary as Target Bonus for the year in effect which the termination for Disability occurred, payable at the same time when the Executive’s employment terminates, with the first bonus payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made termination otherwise would have been paid pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any All options, restricted stock unit and/or other awards held by Executive on the Executive, settlement date of termination for Disability shall occur pursuant vest only through the date of termination according to the terms normal vesting schedule applicable to such options or restricted stock and Executive shall be treated in accordance with the applicable award agreements. (b) No payments or vesting under this Section 7 will be made if such Disability arose primarily from (a) chronic use of the award. For purposes of the Agreementintoxicants, “Disability” means the drugs or narcotics (other than drugs prescribed to Executive is incapacitated due to physical by a physician and used by Executive for their intended purpose for which they had been prescribed) or mental illness and such incapacity, with (b) intentionally self-inflicted injury or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a fullintentionally self-time basis for at least ninety (90) days in a calendar yearinduced illness.

Disability. The In the event of any physical or mental disability during the Term of Employment which renders the Executive incapable of performing the services required of him for any period or periods aggregating six months during any twelve- month period, the Company shall be entitled have the right, upon written notice to the Executive, to terminate the Executive’s employment if hereunder, effective upon the Board determines that giving of such notice (or such later date as shall be specified in such notice). Upon such termination, the Company shall have no further obligations hereunder, except to (i) pay the Executive has been unable to attend his Base Salary to the Executive’s duties effective date of such termination, to the extent not already paid, with each such payment hereby designated a separate payment, (ii) pay the Executive for at least ninety any Annual Bonus (90which amount shall be paid during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet) days because and/or Long Term Bonus earned by Executive for a completed fiscal year (or, in the case of the Long Term Bonus, a Disability completed performance period) prior to the effective date of such termination but which remains unpaid as of the date of termination, (as defined belowiii) pay the Executive the pro-rata portion of the Annual Bonus he would have been entitled to receive had he remained in employment through the end of the fiscal year during which such termination occurred, based on the portion of the fiscal year that has elapsed prior to such termination (which amount shall be paid during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet), and has received a written opinion from a physician acceptable to the Board that such condition prevents (iv) provide the Executive from resuming full performance of the Executive’s duties and is likely any other benefits to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by which the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for entitled. For purposes of this Section 5(b4(a), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal Executive’s physical or goals under the award), and the Company mental disability shall pay severance to the Executive be determined in accordance with its normal payroll practices, equal any disability plan of or applicable to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of is then in effect. The Executive shall continue to have the Company obligations provided for in Sections 6 and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year7 hereof.

Disability. The Company shall be entitled at all times have the right, upon written notice to the Executive, to terminate the Term of Employment, if the Executive shall as the result of mental or physical incapacity, illness or disability, become unable to perform the Executive’s 's obligations hereunder for a total of 180 days in any 12-month period. The Company shall have sole discretion based upon advice of a licensed medical doctor to determine whether the Executive continues to be disabled provided that if the Executive does not submit to examination by a licensed medical doctor for such purpose (if requested by the Company) then the Company may terminate the Executive's employment if the Board determines that Executive shall become entitled to benefits under the Company's disability plan as then in effect. Upon any termination pursuant to this Section 5.2, the Company shall (i) pay to the Executive has any unpaid Base Salary through the effective date of termination specified in such notice, (ii) pay to the Executive the Executive's accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of termination of the Executive's employment with the Company, (iii) continue to pay the Executive through the later of (x) the date which is one year after the termination but no later than the Expiration Date), or (y) one year from the date of termination (the "Continuation Period"), an amount equal to the Base Salary the Executive was receiving at the time of the Executive's Disability, such amount to be paid in the manner and at such times as the Base Salary otherwise would have been unable to attend payable to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable (iv) continue to pay the Executive Incentive Compensation and continue to provide the Executive with the benefits the Executive was receiving under Section 4.2 hereof (the "Benefits") through the Continuation Period (to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided extent permitted under the terms of applicable insurance and other benefit programs of the awardCompany then in affect and covering the Executive, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and provided further that the Company shall pay severance not take any affirmative action from the time of giving notice of termination to the Executive in accordance with its normal payroll practices, equal through the end of the Continuation Period which would cause the relevant insurance and other benefits available to twelve (12the Executive to be reduced or eliminated) months following the termination of the Executive’s Base Salary 's employment with the Company, in the manner and at such times as in effect at the time compensation or Benefits otherwise would have been payable or provided to the Executive’s employment terminates, with provided that the first payment on amounts payable to the first payroll date after Executive pursuant to the revocation period for the Release has expired; provided foregoing clauses (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and through (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(biv) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by actually paid to the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the disability insurance referred to in Section 4.2 hereof. The Company that covers a substantial number of employees of the Company and was established shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date the Executive incurred a permanent disabilityof termination, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executivesubject, settlement shall occur pursuant however to the terms provisions of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearSection 4.1).

Disability. The In the event of any physical or mental disability during the Term of Employment which renders the Executive incapable of performing the services required of him for any period or periods aggregating six months during any twelve- month period, the Company shall be entitled have the right, upon written notice to the Executive, to terminate the Executive’s employment if hereunder, effective upon the Board determines that giving of such notice (or such later date as shall be specified in such notice). Upon such termination, the Company shall have no further obligations hereunder, except to (i) pay the Executive has been unable to attend his Base Salary to the Executive’s duties for at least ninety (90) days because effective date of a Disability (as defined below)such termination, and has received a written opinion from a physician acceptable to the Board that extent not already paid, with each such condition prevents payment hereby designated a separate payment, (ii) pay the Executive from resuming full performance for any Annual Bonus (which amount shall be paid during the period commencing on the 15th of April and ending on the 3lst of May following the end of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms applicable fiscal year of the award, and subject to compliance Signet) and/or Long Term Incentive (which amount shall be paid in accordance with the covenants long term incentive plan for executive officers then in Section 9 and Section 10 and the executioneffect, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived as approved by the Compensation Committee of Signet or its designee) earned by Executive for a completed fiscal year (or, in its sole discretion)the case of the Long Term Incentive, a completed-performance period) prior to the effective date of such termination but which remain unpaid as of the date of termination, (iii) pay the Executive the pro-rata portion of the Annual Bonus he would have been entitled to receive had he remained in employment through the end of the fiscal year during which such termination occurred, based on the portion of the fiscal year that has elapsed prior to such termination (which amount shall be paid during the period commencing on the 15th of April and ending on the 3lst of May following the end of the applicable fiscal year of Signet) and (iv) provide the Executive any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for other benefits to which the Executive is entitled. For purposes of this Section 5(b4(a), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal Executive’s physical or goals under the award), and the Company mental disability shall pay severance to the Executive be determined in accordance with its normal payroll practices, equal any disability plan of or applicable to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of is then in effect. The Executive shall continue to have the Company obligations provided for in Sections 6 and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year7 hereof.

Disability. The Company may terminate the Employment Term if ---------- Executive is unable substantially to perform his duties and responsibilities hereunder to the full extent required by the Board by reason of illness, injury or incapacity for six consecutive months, or for more than nine months in the aggregate during any period of 12 calendar months (a "Disability"); provided, however, that the Company shall continue to pay Executive his Base Salary until the Company acts to terminate the Employment Term and Executive shall be entitled to terminate all Restricted Stock and Options that are vested as of the Executive’s employment date of such termination. In addition, in the event Executive executes a written release in connection with such termination (such release to be effective only if the Board determines that Company executes such release) substantially in the Executive has been unable to attend to form attached hereto as Annex I (the Executive’s duties for at least ninety (90) days because of a Disability (as defined below"Release"), and has received a written opinion from a physician acceptable Executive shall be entitled to receive (i) upon the Board that such condition prevents the Executive from resuming full performance achievement of the Executive’s duties and is likely to continue Company's performance targets for an indefinite period. Except as provided such year, a pro rata portion of the incentive compensation Executive would have received under the plans described in Section 1.7(b) for the year in which such termination occurred, which amounts shall be payable in accordance with the terms of the awardapplicable plan, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments deferred incentive compensation earned by Executive with respect to prior years, which amounts shall immediately terminate be payable at an earlier date if the Executive returns to active employment, Company's option either in a lump sum within 30 days of termination or in accordance with the Company or otherwise. Any terms of the applicable plan, (iii) all amounts payable (including accrued vacation pay but excluding severance compensation) to which Executive is then entitled upon termination of employment under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees applicable plans and programs of the Company and was established prior to the date the Executive incurred a permanent disabilitythen in effect, and further provided that such reduction does not otherwise affect the time of payment of (iv) all other amounts pursuant then due and payable to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur Executive pursuant to the terms of this Agreement with respect to services rendered prior to termination of employment. In addition, if Executive executes the award. For purposes Release, all unvested shares of Restricted Stock and Tranche A of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions Option shall automatically become 100% vested upon termination of the Employment Term pursuant to this Section 5.1. The Company shall have no further liability or obligation to Executive for compensation under this Agreement. In the event of any dispute under this Section 5.1 and to the extent determined by the Board to be job-related and consistent with business necessity, Executive shall submit to a physical examination by a licensed physician selected by the Board and approved by Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year, such approval not to be unreasonably withheld.

Disability. The Company shall be entitled at all times have the right, upon written notice to the Executive, to terminate the Executive’s 's employment hereunder if the Board determines that Executive shall as the result of mental or physical incapacity, illness or disability, become unable to perform his obligations hereunder for a period of 180 days in any 12-month period. The Company shall have sole discretion based upon competent medical advice to determine whether the Executive has been unable continues to attend be disabled. Upon any termination pursuant to this Section 5.2, the Company shall (i) pay to the Executive’s duties for at least ninety Executive any unpaid Base Salary through the effective date of termination specified in such notice, (90ii) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable pay to the Board that such condition prevents Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the Executive from resuming full performance date of termination of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance 's employment with the covenants in Section 9 and Section 10 and the executionCompany, timely return and non-revocation (if applicableiii) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive a severance payment equal to twelve months, or if greater the total months that would otherwise remain under the term of this Agreement but for this Section 5.2, of the Executive's Base Salary at the time of the termination of the Executive's employment with the Company, and (iv) pay to the Executive (within 45 days after the end of the fiscal quarter in which such termination occurs) a prorata portion (based upon the period ending on the date of termination of the Executive's employment hereunder) of the Incentive Compensation, if any, for the Bonus Period in which such termination occurs, as calculated pursuant to Section 3.2 hereof and the Executive Plan; provided that the goals under Section 3.2 hereof and the Executive Plan for each period used in the calculation of the Executive's Incentive Compensation, shall be based on (1) the portion of the Bonus Period through the end of the fiscal quarter in which such termination occurs and (2) unaudited financial information prepared in accordance with its normal payroll practicesgenerally accepted accounting principles, equal to twelve (12) months of the Executive’s Base Salary applied consistently with prior periods, as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning approved and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis reviewed by the amount of bona fide disability pay Board. The Company shall have no further liability hereunder (within the meaning of Treas. Reg. section 1.409A-1(a)(5)other than for (x) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the Executive incurred a permanent disabilityprovisions of Section 4.1, and further provided that such reduction does not otherwise affect the time of (y) payment of amounts pursuant to this Section 5(bcompensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. The Upon termination of employment pursuant to Section 8(a), the Executive will receive any Base Salary accrued and unpaid as #91155124v3 of such date as well as any accrued but unused PTO and appropriate expense reimbursements. Such amounts will be paid as soon as practicable after the termination of employment. With respect to Incentive Compensation, notwithstanding any eligibility requirement that the Executive must be employed by the Company shall be entitled as of the date on which the Incentive Compensation is paid (A) for any unpaid Incentive Compensation relating to terminate the fiscal year prior to the fiscal year in which the Executive’s employment is terminated (the “Termination Year”), in accordance with Section 4(b), the Executive will receive any accrued and unpaid Incentive Compensation for which he is eligible for such prior fiscal year (which amount shall be equal to the actual Incentive Compensation achieved for such fiscal year), with such amount to be paid in a lump sum as soon as practicable after the termination of employment, but not later than 30 days following the date of the Executive’s termination of employment and (B) with respect to Incentive Compensation for the Termination Year, the Executive will be eligible to receive Incentive Compensation calculated as follows: (X) the Pro Rata Ratio (as defined below) times (Y) the sum of (i) for the portion of the Incentive Compensation that would be calculated based on the Company’s achievement of operating metrics (such as, without limitation, revenue and EBITDA targets), an amount for such portion of the Executive’s Incentive Compensation derived from the Company’s achievement of operating metrics calculated based on the actual operating performance of the Company during the full calendar months in which the Executive remained employed extrapolated on a linear basis for the full fiscal year (assuming, however, for these purposes, 100% achievement of any applicable operating metrics relating to the performance of the Company’s common stock price), plus (ii) for the portion of the Incentive Compensation that would be calculated based on the Executive’s achievement of personal objectives, an amount for such portion of the Executive’s Incentive Compensation calculated based on the assumed achievement by the Executive of 100% of the Executive’s personal objectives, with such Incentive Compensation being paid in a lump sum at the time that the Incentive Compensation is payable to other executives (it being understood that if the Board determines that Executive’s target Incentive Compensation has not been determined for the Termination Year, the target Incentive Compensation used to calculate the amount payable to the Executive has been unable pursuant to attend this Section 9(a) will be equal to the Executive’s duties target Incentive Compensation for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable the fiscal year immediately prior to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite periodTermination Year). Except as provided under the terms of the awardIn addition, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall will also pay severance to the Executive in accordance with its normal payroll practices, an amount equal to twelve (12) 24 months of the Executive’s monthly Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year.#91155124v3

Disability. The Company (1) In the event of the Executive’s disability, as hereinafter defined, the Executive shall be entitled to terminate compensation in accordance with the Company’s disability compensation practice for senior executives, including any separate arrangement or policy covering the Executive, but in all events the Executive shall continue to receive the Executive’s employment if salary for a period, at the Board determines that annual rate in effect immediately prior to the commencement of disability, of thirty(30) days from the date on which the disability has been deemed to occur as hereinafter provided below. Any amounts provided for in this Section 6(b) shall be offset by other long-term disability benefits provided to the Executive has been by the Company. (2) “Disability,” for the purposes of this Agreement, shall be deemed to have occurred in the event (A) the Executive is unable by reason of sickness or accident to attend to perform the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue under this Agreement for an indefinite period. Except as provided under the terms aggregate of the award, and subject to compliance with the covenants 30 days in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to or (B) the Executive has a plan sponsored by the Company that covers a substantial number of employees guardian of the Company and was established prior person or estate appointed by a court of competent jurisdiction. Termination due to disability shall be deemed to have occurred upon the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms first day of the award. For purposes month following the determination of disability as defined in the Agreement, “Disability” means preceding sentence. (3) In the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions event of the Executive’s job for disability, all Options to purchase Ordinary Shares of the Company on that have vested pursuant to Section 5(c) of this Agreement as of the date of termination due to disability shall remain vested, and all Options that would have vested pursuant to Section 5(c) during the 90-day period immediately following the date of termination due to disability shall also automatically vest. Anything herein to the contrary notwithstanding, if, following a fulltermination of employment hereunder due to disability as provided in the preceding paragraph, the Executive becomes reemployed, whether as an Executive or a consultant to the Company, any salary, annual incentive payments or other benefits earned by the Executive from such reemployment shall offset any salary continuation due to the Executive hereunder commencing with the date of re-time basis for at least ninety (90) days in a calendar yearemployment.

Disability. (i) The Company shall be entitled to Board or Executive may terminate the Executive’s employment if the Board determines that the after having determined Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the awardDisability. For purposes of the this Agreement, “Disability” means a physical or mental infirmity that impairs Executive’s ability to substantially perform his duties under this Agreement and results in Executive becoming eligible for long-term disability benefits under any long-term disability plans of the Company (or, if no such plans exist, that impairs Executive’s ability to substantially perform his duties under this Agreement for a period of one hundred eighty (180) consecutive days). The Board will determine whether or not Executive is incapacitated due and continues to be permanently disabled for purposes of this Agreement in good faith, based upon competent medical advice and other factors that the Board reasonably believes to be relevant. As a condition to any benefits, the Board may require Executive to submit to physical or mental illness evaluations and such incapacitytests as the Board or its medical experts deem reasonably appropriate. (ii) In the event of his Disability, with or without reasonable accommodationExecutive will no longer be obligated to perform services under this Agreement. The Company will pay Executive, prevents the Executive from satisfactorily performing the essential functions as Disability pay, an amount equal to one hundred percent (100%) of Executive’s rate of base salary in effect as of the date of his termination of employment due to Disability. The Company will make Disability payments on a monthly basis commencing on the first day of the month following the effective date of Executive’s job for termination of employment due to Disability and ending on the Company on a earlier of: (A) the date he returns to full-time basis employment at the Company in the same capacity as he was employed prior to his termination for at least ninety Disability; (90B) days his death; or (C) the last date of the Term of this Agreement had Executive’s employment not terminated by reason of Disability; provided, however, in the event of subparagraph (C), such Disability payments shall not be made for a calendar yearperiod of less than twelve (12) months. The Company will reduce Disability payments by the amount of any short- or long-term disability benefits payable to Executive under any other disability programs sponsored by the Company. In addition, during any period of Disability payments from the Company during Executive’s Disability, the Company will continue to provide Executive and his dependents, to the greatest extent possible, with continued coverage under all benefit plans (including, without limitation, retirement plans and medical, dental and life insurance plans) in which Executive and/or his dependents participated prior to his Disability on the same terms as if he had remained actively employed by the Company.

Disability. The Company shall be entitled at all times have the right, upon written notice to the Executive, to terminate the Term of Employment, if the Executive shall as the result of mental or physical incapacity, illness or disability, become unable to perform the Executive’s 's obligations hereunder for a total of 180 days in any 12-month period. The Company shall have sole discretion based upon advice of a licensed medical doctor to determine whether the Executive continues to be disabled provided that if the Executive does not submit to examination by a licensed medical doctor for such purpose (if requested by the Company) then the Company may terminate the Executive's employment if the Board determines that Executive shall become entitled to benefits under the Company's disability plan as then in effect. Upon any termination pursuant to this Section 5.2, the Company shall (i) pay to the Executive has any unpaid Base Salary through the effective date of termination specified in such notice, (ii) pay to the Executive the Executive's accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of termination of the Executive's employment with the Company, (iii) continue to pay the Executive through the later of (x) the date which is three (3) months after the termination but no later than the Expiration Date), or (y) three (3) months from the date of termination (the "Continuation Period"), an amount equal to the Base Salary the Executive was receiving at the time of the Executive's Disability, such amount to be paid in the manner and at such times as the Base Salary otherwise would have been unable to attend payable to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable (iv) continue to pay the Executive Incentive Compensation and continue to provide the Executive with the benefits the Executive was receiving under Section 4.2 hereof (the "Benefits") through the Continuation Period (to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided extent permitted under the terms of applicable insurance and other benefit programs of the awardCompany then in affect and covering the Executive, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and provided further that the Company shall pay severance not take any affirmative action from the time of giving notice of termination to the Executive in accordance with its normal payroll practices, equal through the end of the Continuation Period which would cause the relevant insurance and other benefits available to twelve (12the Executive to be reduced or eliminated) months following the termination of the Executive’s Base Salary 's employment with the Company, in the manner and at such times as in effect at the time compensation or Benefits otherwise would have been payable or provided to the Executive’s employment terminates, with provided that the first payment on amounts payable to the first payroll date after Executive pursuant to the revocation period for the Release has expired; provided foregoing clauses (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and through (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(biv) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by actually paid to the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the disability insurance referred to in Section 4.2 hereof. The Company that covers a substantial number of employees of the Company and was established shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date the Executive incurred a permanent disabilityof termination, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executivesubject, settlement shall occur pursuant however to the terms provisions of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearSection 4.1).

Disability. The Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because If as a result of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated incapacity due to physical or mental illness and or injury, Executive shall have been absent from Executive’s duties hereunder for six (6) consecutive months, then thirty (30) days after receiving written notice (which notice may occur before or after the end of such incapacitysix (6) month period, with or without reasonable accommodationbut which shall not be effective earlier than the last day of such six (6) month period), prevents the Company may terminate Executive’s employment hereunder provided Executive from satisfactorily performing is unable to substantially perform his duties hereunder at the essential functions conclusion of such notice period (a “Disability”), as determined by a physician mutually selected by the parties hereto. In the event the Executive’s job for employment is terminated as a result of Disability, Executive shall receive from the Company on Company, in a fulllump-time basis for at least ninety sum payment due within ten (9010) days of the effective date of termination, an amount equal to the sum of the Base Salary and bonus, if any, that would have been paid to Executive through the end of the then remaining Term if the Executive was not disabled or for six months, whichever is less (assuming that Executive would have received no further increases in his Base Salary after his termination of employment and assuming achievement of all performance factors applicable to Executive’s participation in any Bonus Plan). The Executive shall also be entitled to the Accrued Amounts. Additionally, if Executive is terminated due to a calendar yearDisability, any unvested equity compensation granted to Executive under the Plan shall immediately vest and any vested options may be exercised on or before the earlier of: (i) the option’s expiration date or (ii) twelve months after the Executive’s termination due to the Disability. Any option that remains unexercised after this period shall be forfeited. Other than the benefits described above, no further compensation or benefits shall be due or owing upon the Executive’s termination due to a Disability.

Disability. The Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s her duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s her duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject Subject to compliance with the covenants in Section 9 and Section 10 and the execution, execution and timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “"Release”) (unless such Release is waived by the Compensation Committee in its sole discretion"), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s 's Base Salary as in effect at the time the Executive’s her employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “"Disability” " means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s her job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. The Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for For purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Permanent Disability” means the Executive is incapacitated due to a physical or mental illness and such incapacity, with or without reasonable accommodation, prevents impairment that renders the Executive from satisfactorily incapable of performing the essential functions of the Executive’s job for the Company job, on a full-time basis basis, even taking into account reasonable accommodation required by law, as determined by a physician who is selected by the agreement of the Executive and the Company, for a period of greater than 150 days. (i) During any period that the Executive fails to perform the Executive’s duties hereunder as a result of a Permanent Disability (“Disability Period”), the Executive will continue to receive the Executive’s Base Salary at least ninety the rate then in effect for such period until the Executive’s employment is terminated; provided, however, that payments of Base Salary so made to the Executive will be reduced by the sum of the amounts, if any, that were payable to the Executive at or before the time of any such salary payment under any disability benefit plan or plans of the Company and that were not previously applied to reduce any payment of Base Salary. (90ii) The Company shall pay the Executive a lump sum payment equal to 18 months of COBRA premiums for the coverage Executive had in place, if any, at the date of termination of employment, at the rate of premium in effect at the time of such eligibility, paid within 60 days of such eligibility. (iii) In the event that the Company elects to terminate the Executive’s employment due to Disability, the Executive will be entitled to payment of the Accrued Obligations as described in a calendar yearSection 2(a); (iv) In the event that the Company elects to terminate the Executive’s employment due to Disability, the Executive will be entitled to payment of an amount equal to 2 (two) times the Executive’s Base Salary plus an amount equal to 2 (two) times target annual incentive compensation in effect on the date of the Executive’s termination of employment, provided that for purposes of this Section 2(b)(iv), Base Salary shall not be reduced for any disability benefits as described under Section 2(b)(i) (nor shall Base Salary be deemed to include any disability benefits payable under Sections 2(b)(ii) – (v)). Except as otherwise prohibited by applicable Federal or state law or regulation and as otherwise mutually agreed to by the Executive and the Company, the payment due under this Section 2(b)(iv) shall be paid immediately following the date of termination and be made in accordance with the Company’s normal payroll practices. (v) In the event that the Company elects to terminate the Executive’s employment due to Disability, the Executive will also be entitled to payment of any accrued but unpaid annual incentive award, which shall be paid pursuant to the terms of the applicable incentive plan.

Disability. The Company shall be entitled at all times have the right, upon written notice to the Executive, to terminate the Executive’s 's employment hereunder, if the Board determines that Executive shall become entitled to benefits under the Company's Long Term Disability Plan as then in effect. The Company shall have sole discretion based upon competent medical advice to determine whether the Executive has been unable continues to attend be disabled under the Company's Long Term Disability Plan. Upon any termination pursuant to this Section 5.2, the Company shall: (a) pay to the Executive’s duties for at least ninety Executive any unpaid Base Salary through the effective date of termination specified in such notice, (90b) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable pay to the Board that such condition prevents Executive his accrued and declared but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the Executive from resuming full performance date of termination of the Executive’s duties 's employment with the Company, and is likely (c) pay to continue for an indefinite period. Except as provided under the terms Executive (within forty-five (45) days after the end of the award, and subject to compliance with Bonus Period in which such termination occurs) a pro rata portion (based upon the covenants in Section 9 and Section 10 and period ending on the execution, timely return and non-revocation (if applicable) by the Executive date of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement termination of the performance goal or Executive's employment hereunder) of the Incentive Compensation, if any, for the Bonus Period in which such termination occurs, as calculated pursuant to the Incentive Compensation Plan; provided that the goals under the award), and Incentive Compensation Plan for each period used in the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months calculation of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates's Incentive Compensation, with the first payment on the first payroll date after the revocation period for the Release has expired; provided shall be based on: (i) if the time period for returning and revoking portion of the Release begins Bonus Period through the end of the Bonus Period in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; which such termination occurs and (ii) all such payments unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods. The Company shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(bhave no further liability hereunder other than for: (x) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the Executive incurred a permanent disabilityprovisions of Section 4.1, and further provided that such reduction does not otherwise affect the time of (y) payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by compensation for unused vacation days that have accumulated in accordance with the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days Company's written vacation policy then in a calendar yeareffect.

Disability. The Company shall be If the Executive becomes entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided benefits under the terms of the awardthen-­current disability plan, if any, of the Corporation or the Bank (a "Disability Plan"), he shall be entitled to receive such group and subject to compliance with the covenants in Section 9 and Section 10 and the executionother disability benefits, timely return and non-revocation (if applicable) any, as are then provided by the Executive Corporation or the Bank for executive officers. In the event of a release of claims in a form and substance reasonably requested by such disability, this Agreement shall not be suspended, except that (i) the Company (Corporation's obligation to pay the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance Corporation Salary to the Executive shall be reduced in accordance with its normal payroll practices, equal to twelve (12) months the amount of disability income benefits received by the Executive, if any, pursuant to this Section 7(f) such that, on an after-tax basis, the Executive shall realize from the sum of disability income benefits and Corporation Salary the same amount as he would realize on an after-tax basis from the Corporation Salary if the Corporation’s Base Salary as in effect at obligation to pay salary were not reduced pursuant to this Section 7(f); (ii) the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (iExecutive shall not be entitled to earn an Annual Cash Bonus pursuant to Section 4(b) hereof or option grants pursuant to Section 4(c) if the disability prevents the Executive from rendering full time service to the Corporation for a period for returning and revoking the Release begins of in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable excess of six months during an applicable calendar year; and (iiiii) all such payments shall immediately terminate at an earlier date if upon a resolution adopted by a majority of the disinterested members of the Board of Directors, the Corporation may discontinue payment of the Corporation Salary beginning six months following a determination that the Executive returns has become entitled to active employment, either with benefits under a Disability Plan or otherwise unable to fulfill his duties under this Agreement. The Corporation may terminate the Company or otherwiseemployment of the Executive at any time after the expiration of one year following such disability if such disability is then continuing and upon such termination the Executive shall only be entitled to receive the Accrued Compensation and the Post-Employment Health Benefit. Any amounts payable Payments under this Section 5(b7(f) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5are subject to Section 21(b)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

Disability. The Upon Executive’s permanent disability, the Company shall be entitled have the right to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwisehereunder immediately with written notice. Any amounts payable under this Section 5(b) For these purposes, permanent disability shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by mean the Executive during such twelve-month period, provided such disability payments are made pursuant failing to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company perform his duties on a full-time basis for at least a period of more than six (6) consecutive months during any 12-month period due to a physical or mental disability or infirmity. Notwithstanding the foregoing, in the event that as a result of mental or physical incapacity Executive earlier incurs a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), Executive will be deemed to have a termination of employment by reason of permanent disability under this Agreement. In the event of Executive’s termination be reason of permanent disability, the Company shall pay to the Executive, within ninety (90) days of the Executive’s termination, (i) the salary accrued to the date of such termination and not theretofore paid, (ii) any earned but unpaid Annual Bonus for the fiscal year preceding the fiscal year in which such termination occurs and (iii) a calendar yearlump sum pro rata portion of any Annual Bonus that Executive would have been entitled to receive pursuant to Section 4 for the fiscal year in which such termination occurs based upon the percentage of the 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 Executive’s employment not terminated, based on the Target for the fiscal year in which termination occurs. Rights and benefits of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the terms and conditions of such plans and programs. Neither the Executive nor the Company shall have any further rights or obligations under this Agreement, except as provided in this Section 7.2 and Section 8.

Disability. The Company During any period that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (“Disability Period”), the Executive shall be entitled continue to terminate receive his full Base Salary set forth in Section 5(a) until his employment is terminated pursuant to Section 6(b). In the event the Executive’s employment if the Board determines that the Executive has been unable is terminated for Disability pursuant to attend to the Executive’s duties for at least ninety Section 6(b): (90i) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive promptly (but in accordance with its normal payroll practices, no event more than ten (10) business days) after the Date of Termination a lump sum payment equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and immediately prior to such termination; (ii) unless otherwise expressly provided in the applicable award agreement, all such payments outstanding equity incentive awards (including without limitation stock options granted under the Stock Option Plan) shall immediately terminate at an earlier vest and any then outstanding stock options or similar awards held by Executive shall remain exercisable for a period of one year from the date of such termination or, if earlier, until the end of the Option Term; (iii) the Company shall, consistent with past practice, reimburse the Executive returns pursuant to active employment, either Section 5 hereof for business expenses incurred but not paid prior to such Date of Termination. Reimbursement of such expenses shall be provided to the Executive in accordance with the Company or otherwise. Any amounts payable under this Section 5(bCompany’s normal business practices but not later than the end of the calendar year following the calendar year in which the expense was incurred; and (iv) the Executive shall be reduced on a dollar-for-dollar basis by entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the amount terms and provisions of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received any agreements, plans or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees programs of the Company (other than any severance-based plan or program). The receipt of any amounts to be paid under this subsection (c) (other than any Accrued Obligations) is conditioned upon the Executive or his personal representative’s execution and was established prior delivery (and non-revocation) of a release in the form shown in Exhibit B hereto within thirty (30) days of the Date of Termination. Following the Company’s payments and provisions of all of the foregoing, the Company shall have no further obligations to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar yearhereunder.