Common use of Disability Clause in Contracts

Disability. Employer may terminate Employee’s employment under this Agreement upon the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 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 termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreement.

Disability. Employer (i) The Company may terminate Employeethe Executive’s employment hereunder, upon notice to the Executive, in the event that the Executive becomes disabled during the Term 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 his material duties and responsibilities hereunder (“Disability”) for a period of (x) one hundred and twenty (120) consecutive calendar days or (y) one hundred and fifty (150) total days during any period of 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 to whether Disability exists, the Executive may, and at the request of the Company shall, submit to a medical examination by a physician selected by the Company with the consent of the Executive (not to be unreasonably withheld) to determine whether the Executive is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such question shall arise and the Executive shall fail to submit to such medical examination, the Company’s determination of the issue shall be binding on the Executive. (iii) The date of termination of employment under this Agreement upon the Disability (as defined belowSection 4(b) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a 10th business day following the Company’s notice to Employeethe Executive of such termination (provided he has not resumed the full-time performance of his duties hereunder by such date), which date shall be the last day of the Term. In the event of Employee’s Disabilitysuch termination of employment, the Company shall pay to the Executive: (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and Accrued Obligations; (ii) following such Initial Disability Period, if Employee’s Disability continues, any unpaid Prior Year Bonus; and (iii) the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 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”) . The Accrued Obligations shall be payable in a lump-sum within thirty (30) days after the date of termination of employment; each of the termination date; Prior Year Bonus and (B) all timethe Pro-based Equity Awards granted to Employee by Pediatrix prior to termination of Employee’s employment shall immediately become fully vested, non-forfeitable and, if applicable, exercisable, and all performance-based shares awardsRated Bonus, if any, shall remain outstanding and be payable when annual bonuses for the applicable fiscal year are paid to other senior executives of the Company. The Executive’s equity interests shall vest based upon actual performance determined at be governed by the end terms of the applicable performance period (BPS equity plan and the “Equity Acceleration”), except as set forth in Executive’s equity agreements. The Company shall have no further obligation to the award agreementExecutive hereunder.

Disability. Employer may terminate Employee’s employment under this Agreement upon (a) During the Disability (Term of Employment, as defined below) of Employee. The termination date for a termination of this Agreement pursuant well as during the Severance Period, the Executive shall be entitled to disability coverage as described in this Section 4.2 shall be the date specified by Employer in a notice to Employee8(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 Employee’s Disabilityhis 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 attainment of age 65 or (B) the Executive's commencement of retirement benefits from the Company in accordance with Section 10(f) below. If (i) Employee shall continue the Executive ceases to receive Employee’s Base Salary for ninety be disabled during the Term of Employment (90) days under the Employer’s short term disability policy, which may be amended or modified as determined in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance accordance with the terms of Section 5 hereofthe Long-Term Disability Plan), Employee (ii) his position or another senior executive position is then vacant and (iii) the Company requests in writing that he resume such position, he may elect to resume such position by written notice to the Company within 15 days after the Company delivers its request. If he resumes such position, he shall thereafter be entitled to his Base Salary at the 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 Employment and does not resume his position in accordance with the preceding sentence, he shall be eligible treated as if he voluntarily terminated his employment pursuant to receive Section 10(d) as of the date the Executive ceases to be disabled. If the Executive is not offered his position or another senior executive position after he ceases to be disabled during the Term of Employment, he shall be treated as if his employment was terminated Without Cause pursuant to Section 10(c) as of the date the Executive ceases to be disabled. (Ab) The Executive shall be entitled to a bonus with respect to Employer’s fiscal pro rata annual incentive award for the year in which the termination date occursCommencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, equal payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to Employee’s minimum Target Bonus 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 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 termination 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, non-forfeitable and, if applicable, exercisable, and all performance-based shares awards, if any, shall remain outstanding he resumes such position and shall vest based upon actual performance determined at thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the end 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 applicable performance period (Commencement Date, including without limitation, the “Equity Acceleration”)benefits and entitlements referred to in Sections 6 and 7 above, except as set forth in that the award agreementExecutive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. Employer (i) The Company may terminate Employeethe Executive’s employment under this Agreement hereunder, upon notice to the Disability (Executive, in the event that the Executive becomes Disabled as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this in Section 4.2 shall be the date specified by Employer in a notice to Employee409A during his employment hereunder. In the event of Employeesuch termination, the Company shall have no further obligation to the Executive, other than for payment of (A) Final Compensation, and (B) a prorated Annual Bonus for the fiscal year in which termination occurs, calculated in the same manner and paid at the same time as bonuses payable to Company executives generally; provided, however, that if paying such amount on the date on which bonuses are paid to Company executives generally would result in an additional tax on the Executive or his 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 Disabilityplace during any period of the Executive’s disability. Notwithstanding any such designation, (i) Employee the Executive shall continue to receive Employee’s the Base Salary in accordance with Section 4(a) and benefits in accordance with Section 4(e), to the extent permitted by the then-current terms of the applicable benefit plans, until the Executive becomes eligible for ninety (90) days long-term disability income benefits under the EmployerCompany’s short long-term disability policyincome plan or until the termination of his employment, which may be amended or modified whichever shall first occur. Notwithstanding anything in this Section 5(b)(ii) to the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”)contrary, and (ii) following such Initial Disability Period, if Employee’s Disability continuesfor the avoidance of doubt, the Employer may terminate Employeecombination of Base Salary and short-term disability income benefits (if any) during the period of Executive’s employment immediately upon written notice. If Employeedisability shall not exceed the amount of compensation and benefits that the Executive would have received during such period had the Executive been actively at work during such period. (iii) While receiving long-term disability income payments under the Company’s employment is terminated long-term disability income plan, the Executive shall not be entitled to receive any Base Salary under Section 4(a) hereof, but shall continue to participate in connection Company benefit plans in accordance with Employee’s Disability, in addition to the Accrued Obligations Section 4(e) and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereofsuch plans, Employee shall be eligible to receive (A) a bonus with respect to Employer’s fiscal year in which until the termination date occursof his employment. (iv) If any question shall arise as to whether during any period the Executive is Disabled, equal the Executive may, and at the request of the Company shall, submit to Employee’s minimum Target Bonus for the year of termination, multiplied a medical examination by a physician selected by the number of days in Company to whom 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 termination 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, non-forfeitable and, if applicable, exercisable, and all performance-based shares awardsExecutive or his duly appointed guardian, if any, has no reasonable objection so as to determine whether the Executive is Disabled and such determination shall remain outstanding and shall vest based upon actual performance determined at for the end purposes of this Agreement be conclusive of the applicable performance period (issue. If such question shall arise and the “Equity Acceleration”)Executive shall fail to submit to such medical examination, except as set forth in the award agreementCompany’s determination of the issue shall be binding on the Executive.

Disability. Employer may In the event that the Executive suffers a Disability, the Company may, in its discretion, terminate Employeethe Executive’s employment hereunder. For purposes of this Agreement, “Disability” shall be defined to occur at such time as the Executive becomes eligible to receive benefits under the terms of the Company’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 upon the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary 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 Employer’s short term disability policy, which may Executive is able to fulfill his duties under this Agreement. The commencement date and expected duration of any physical or mental condition that prevents the Executive from performing his duties hereunder shall be amended or modified in determined by a medical doctor mutually acceptable to the Employer’s discretion upon written notice to Employee (Executive and the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, Company. In the Employer may terminate Employee’s employment immediately upon written notice. If Employeeevent the Executive’s employment is terminated by the Company pursuant to this Section 6(e), then the Company shall pay the Executive the Accrued Amounts in connection with Employee’s Disabilitya lump sum within ten (10) days of termination of employment. In addition, in addition to the extent not included in the Accrued Obligations and subject to and conditioned on Employee’s compliance with Amounts, the terms of Section 5 hereof, Employee Executive shall be eligible to receive (A) a pro rata bonus with respect to Employer’s fiscal year in for the bonus period during which the date of termination date occurs, equal pursuant to Employee’s minimum this Section 6(e) occurs calculated at one hundred percent (100%) of the Target Bonus for the year of terminationthen 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. Such prorated bonus shall be paid in accordance with the fiscal year prior Company’s customary practices for payment of executive bonuses but with no additional performance requirements or contingencies, provided, however, that to the 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 Company or the Executive unless such acceleration does not trigger the application of interest 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 termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreement.penalty taxes under Section 409A.

Disability. Employer may terminate EmployeeThe University provides a short-term disability plan (STD) effective the first day of the first full month of employment. The short-term disability plan provides for full benefit continuation and salary continuation at 100% of the faculty member’s employment under this Agreement normal base salary for 6 months following the date of disability. The date of disability is defined as the day following the last day of work "if actively at work," or if not at work, the date is determined by the medical documentation of the disability. STD payments are offset by any Worker’s Compensation payments and by loss-of-pay reimbursements, such as auto insurance offsets (except for personally or privately owned disability coverage), including any employee Social Security Disability Income payments. Faculty members are required to complete the application for short-term disability benefits whenever an accident or illness occurs which prevents, or has the potential to prevent, a faculty member from performing his or her normal work. This application must be completed as soon as possible but no later than 30 days after the accident or illness. If the employee is unable to complete the necessary paperwork, the Office of Human Resources will work with a family member or someone who has power-of-attorney to complete the necessary forms. Entry into the University’s LTD Plan requires that application be made in a prescribed manner through the University’s LTD Carrier. It is agreed that the University will assist its employees, upon their request, during the application and other phases of the process covered by the LTD Plan. This involves, but is not limited to, assisting employees in completing applications and, at the request of the employee, assisting the employee in dealing with the insurance carrier. The University agrees to monitor each LTD case and to keep a record of its involvement in each case. At the request of the LTD participant, the University agrees to play an active role in assisting LTD participants in dealing with all return to work initiatives. The University, through its arrangements with the insurance carriers, will ensure that faculty members are aware of their rights to appeal carrier decisions to the insurance carrier, and at the employee’s request, assist in the appeal process. The University provides a long-term disability plan (LTD) effective on the 181st day of disability. The long-term disability plan provides for payment at the rate of 66-2/3% of the normal monthly wage base up to a maximum benefit of $10,000 per month. The monthly wage base is 1/12th of the faculty member’s final annual base wage. The LTD plan includes a Regular Occupation benefit paid by the University. An employee is considered disabled if solely because of injury or sickness the employee is: 1) unable to perform the material duties of her/his regular occupation; and 2) unable to earn 80% or more of his/her Indexed Earnings from working in her/his regular occupation. Regular occupation is the occupation routinely performed at the time the Disability (begins. In evaluating the Disability consideration is given the duties of the occupation as defined below) of Employeeit is normally performed in the general labor market in the national economy. It is not work tasks that are performed for a specific employer at a specific location. The termination date LTD plan also includes an annual benefit increase (ABI) paid by the University. For persons not covered by the Return to Work Incentive, the monthly income benefit and monthly annuity premium benefit increase each year by the lesser of 3% or the percentage increase in the Consumer Price Index (CPI-W) during the previous calendar year. Increases become effective January 1. Increases are not applied to the Minimum or Maximum Disability Benefit, nor is the formula applied to determine the work incentive benefit, if any. For persons covered by the Return to Work Incentive, indexed earnings increase each year by the lesser of 10% or the percentage increase in the Consumer Price Index (CPI-W) during the previous calendar year. Subject to constraints and restrictions, the return to work incentive provides an opportunity to work for wage or profit while disabled. The University’s LTD plan may include a termination reduction in University based disability benefits when the disabled employee becomes eligible for Other Income Benefits. Other Income Benefits include any amounts received or assumed to be received by the employee as a result of this Agreement pursuant employment with the University. Other Income Benefits paid directly and solely to this Section 4.2 shall the disabled employee may serve to reduce University based disability benefits. Any Other Income Benefits received by employee spouse or children because of employee disability will not be considered in calculating the date specified University’s disability benefit. For example, the plan includes a primary Social Security offset whereby only Social Security Disability payments paid to the disabled employee serve to reduce University based disability benefits. Social Security payments to spouse and children that arise because of employee disability have no effect on University based disability benefits. Another example of Other Income Benefits that have no bearing on University based disability benefits is private insurance. Disability benefits received from insurance purchased privately by Employer the employee have no bearing on University based disability benefits and will not be considered in calculating University based disability benefits. After the first reduction is made for any qualifying Other Income Benefits, any increase in these benefits during the period of disability due to a notice cost of living adjustment will not be considered in calculating University based disability benefits. This does not apply to Employeecost of living adjustments resulting from wage and salary income earned while on disability. In LTD coverage provides continued pension plan deposits, at 14% of covered earnings, to the event disabled faculty member’s account for the entire period of EmployeeLTD coverage. The maximum pension benefit contribution paid to the employee’s Disability, (i) Employee shall pension account is $3,800 per month. Payments continue until age 65 if the disability occurs before age 60; for 4 1/2 years if the disability occurs between 60 and 65; to receive Employee’s Base Salary age 70 if the disability occurs between 65 and 68 1/2; and for ninety (90) days under one year if the Employer’s short disability occurs after the age of 68 1/2. Eligibility for long-term disability policy(LTD) is determined solely by the University’s LTD carrier. The University’s contract with the LTD carrier is based, which may in part, on the definition of Optimum Ability. Optimum Ability is the greatest extent of work you are able to do in your regular occupation. Part of the definition of Optimum Ability allows an employee to be amended or modified partially disabled during the 180-day elimination period and still qualify for LTD. An application for benefits is required. Specifics of the LTD plan are contained in the Employerbrochures provided by the carrier for the contract with the University and in the Summary Plan Descriptions. This information is available from the University’s discretion upon written notice to Employee (Office of Human Resources. With the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, beginning of LTD the Employer may terminate Employee’s employment immediately upon written notice. If Employeetenured faculty member’s employment is terminated in connection with Employeesuspended pending a physician’s Disability, in addition release to the Accrued Obligations and subject return to and conditioned full-time work. Tenured faculty members 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 termination date occurs, equal to Employee’s minimum Target Bonus LTD do not have departmental voting privileges. Tenured faculty members who have been on LTD 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 months will have their employment with the University terminated. Non-tenured faculty on LTD have their employment with the University terminated with the beginning of LTD. Upon release to return to full-time work, tenured and non-tenured faculty may apply for and be given preference for employment with the University. Based upon the decision of the termination date; life insurance carrier, a life insurance waiver of premium may be granted after six months of STD and with the beginning of LTD. The University will continue to pay the total premium for individual coverage and a prorated amount (Bsee Article 10) all time-based Equity Awards granted to Employee by Pediatrix prior to termination of Employee’s employment shall immediately become fully vestedthe premium for multiple person coverage for group health, non-forfeitable and, if applicable, exercisablegroup dental, and all performancegroup vision insurance for the first 30 months of LTD coverage, provided the employee continues to pay the applicable co-based shares awards, if any, shall remain outstanding and shall vest based upon actual performance determined at premium. At the end of this thirty-month period, the individual may continue to purchase health, dental and vision insurance through the University provided the individual pays 100% of the applicable performance period (premium. During the “Equity Acceleration”), except as set forth in term of this Faculty Contract the award agreementUniversity agrees that it will not change insurance carriers without first consulting with FAC.

Disability. Employer may terminate Employee’s employment under For purposes of this Agreement Agreement, the Executive will be deemed "disabled" upon the Disability (as defined below) earlier to occur of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days her becoming disabled as defined under the Employer’s short term terms of the disability policybenefit program applicable to the Executive, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”)if any, and (ii) following her absence from her duties hereunder on a full-time basis for one hundred eighty (180) consecutive days as a result of her incapacity due to accident or physical or mental illness. If the Executive becomes disabled (as defined in the preceding sentence), the Employment Period shall terminate on the last day of the month in which such Initial Disability disability is determined. Until such termination of the Employment Period, if Employee’s Disability continuesthe Company shall continue to pay to the Executive her 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 her remuneration hereunder shall be reduced by the amount of any payments she may otherwise receive as a result of her disability pursuant to a disability program provided by or through the Company), and her medical benefits and life insurance shall remain in full force. After termination of the Employment Period as a result of the disability of the Executive, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated medical benefits covering the Executive and her family shall remain in connection with Employee’s Disability, in addition place (subject to the Accrued Obligations eligibility requirements and other conditions continued 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 conditioned on Employee’s compliance the Executive's life insurance policy under the Management Insurance Program shall be transferred to her, as provided in the related agreement, subject to the obligation of the Executive to pay the premiums therefor. In the event that, notwithstanding such a determination of disability, the Executive is determined not to be totally and permanently disabled prior to the then scheduled expiration of the Employment Period, the Executive shall be entitled to resume employment with the Company under 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 termination date occurs, equal to Employee’s minimum Target Bonus this Agreement 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 then remaining balance of the termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementEmployment Period.

Disability. Employer may terminate Employee’s employment under For purposes of this Agreement Agreement, the Executive will be deemed "disabled" upon the Disability (as defined below) earlier to occur of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days his becoming disabled as defined under the Employer’s short term terms of the disability policybenefit program applicable to the Executive, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”)if any, and (ii) following his absence from his duties hereunder on a full-time basis for one hundred eighty (180) consecutive days as a result of his incapacity due to accident or physical or mental illness. If the Executive becomes disabled (as defined in the preceding sentence), the Employment Period shall terminate on the last day of the month in which such Initial Disability disability is determined. Until such termination of the Employment Period, if Employee’s Disability continuesthe Company shall continue to pay to the Executive his base salary, any additional compensation authorized by the Company's Board of Directors, and any other remuneration and benefits provided in accordance with Paragraph 2, 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. After termination of the Employment Period as a result of the disability of the Executive, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated medical benefits covering the Executive and his family shall remain in connection with Employee’s Disability, in addition place (subject to the Accrued Obligations 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 conditioned on Employee’s compliance 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, notwithstanding such a determination of disability, the Executive is determined not to be totally and permanently disabled prior to the then scheduled expiration of the Employment Period, the Executive shall be entitled to resume employment with the Company under 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 termination date occurs, equal to Employee’s minimum Target Bonus this Agreement 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 then remaining balance of the termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementEmployment Period.

Disability. Employer The Employee's status as an employee may be terminated for "Disability" as follows: (a) The Employee's status as an employee shall terminate Employee’s employment if the Employee has a disability that would entitle him to receive benefits under the Company's long- term disability insurance policy in effect at the time either because he is Totally Disabled or Partially Disabled, as such terms are defined in the Company's policy in effect as of the Agreement Date or as similar terms are defined in any successor policy. Any such termination shall become effective on the first day on which the Employee is eligible to receive payments under such policy (or on the first day that he would be so eligible, if he had applied timely for such payments). (b) If the Company has no long-term disability plan in effect, if (i) the Employee is rendered incapable because of physical or mental illness of satisfactorily discharging his duties and responsibilities under this Agreement upon the Disability (as defined below) of Employee. The termination date for a termination period of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) 90 consecutive days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following a duly qualified physician chosen by the Company and acceptable to the Employee or his legal representatives so certifies in writing, the Board shall have the power to determine that the Employee has become disabled. If the Board makes such Initial Disability Perioda determination, if Employee’s Disability the Company shall have the continuing right and option, during the period that such disability continues, and by notice given in the Employer may manner provided in this Agreement, to terminate Employee’s employment immediately upon written noticethe status of Employee as an employee. If Employee’s employment Any such termination shall become effective 30 days after such notice of termination is terminated in connection with Employee’s Disabilitygiven, in addition unless within such 30-day period, the Employee becomes capable of rendering services of the character contemplated hereby (and a physician chosen by the Company and acceptable to the Accrued Obligations Employee or his legal representatives so certifies in writing) and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee in fact resumes such services. (c) The "Disability Effective Date" shall be eligible to receive (A) a bonus with respect to Employer’s fiscal year in which the 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 mean the date of termination and divided by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days of the termination date; and (B) all time-based Equity Awards granted to Employee by Pediatrix prior to on which termination of Employee’s employment shall immediately become fully vested, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementbecomes effective due to Disability.

Disability. Employer may terminate Employee’s employment under this Agreement upon (a) If the Disability (as defined below) Executive shall become incapacitated by reason of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 sickness, accident or other physical or mental disability and shall be entitled to payment of benefits under the date specified Company’s long term disability plan, the employment of the Executive may be terminated by Employer in a notice to Employeethe Company or the Executive. In the event of Employee’s Disabilitysuch termination, the Company shall pay to the Executive the Base Salary and vacation accrued through the Termination Date (at the annual rate then in effect) and the bonus provided for in Section 3.2 for the Termination Year (as well as any then earned but unpaid bonus for the year preceding the Termination Year, if applicable). (b) In addition to the payments described in Section 6.2(a), the Company shall pay to the Executive, for a period of six (6) months following such termination, monthly payments consisting of: (i) Employee shall continue to receive Employeethe difference between the Executive’s monthly Base Salary for ninety (90) days under at the Employer’s short term Termination Date and the monthly disability policy, which may be amended or modified in pay benefits received by the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), Executive and (ii) an amount equal to one-twenty-fourth (1/24) of the Additional Bonus Payment; provided, however, that the Company reserves the right to pay such amounts on a bi-weekly basis. On the six (6) month anniversary of the Termination Date, Executive shall receive an amount equal to (i) eighteen (18) months of the Executive’s monthly Base Salary at the Termination Date, less the amount of monthly disability pay benefits to which Executive will be entitled over the eighteen (18) month period immediately following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written noticesix month anniversary of the Termination Date and (ii) three-quarters (3/4) of the Additional Bonus Payment. If Employee’s employment is terminated in connection with Employee’s DisabilityNotwithstanding the foregoing, in addition the event that the Company is no longer a publicly-traded entity as of the Termination Date, or ceases to be a publicly-traded entity within the Accrued Obligations six (6) month period immediately following the Termination Date, then the Company shall pay to Executive the payments set forth in this Section 6.2(b), or any unpaid portion thereof, as applicable, within forty-five (45) days from the later of (i) the Termination Date or (ii) the date the Company ceased to be a publicly-traded entity. Rights and subject to benefits of the Executive under the other benefit plans and conditioned on Employee’s compliance programs of the Company shall be determined in accordance with the terms and provisions of such plans and programs. Notwithstanding the foregoing, in the event that the death of the Executive occurs within six (6) months following the Termination Date, the Company shall pay to the Executive’s estate any unpaid portion of the amounts due to be paid to the Executive pursuant to this Section 5 hereof6.2(b) within forty-five (45) days following receipt by the Company of notice of Executive’s death. Notwithstanding anything in this Agreement to the contrary, Employee Executive shall not be entitled to any payments under this Section 6.2(b) unless Executive has first duly executed the form of agreement and general release attached hereto as Exhibit A (“Release”) on or immediately following the Termination Date; provided, however, that, in the event of any change in any applicable law (or interpretation thereof), the Release shall be eligible subject to receive (A) a bonus reasonable modification by the parties so as to preserve the intent of the parties with respect to Employer’s fiscal year in which the 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 termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementsuch Release.

Disability. Employer may terminate Employee’s employment under this Agreement upon the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue The Company may terminate the Executive’s employment hereunder, upon notice to receive Employeethe Executive, in the event that the Executive becomes disabled during the Executive’s Base Salary 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 (x) ninety (90) consecutive calendar days under the Employer’s short term disability policy, which or (y) one hundred and twenty (120) total days during any period of three hundred and sixty-five (365) consecutive calendar days. The Board may be amended or modified designate another employee to act in the EmployerExecutive’s discretion upon written notice to Employee (place during any period of the “Initial Disability Period”), and Executive’s disability. (ii) following such Initial Disability PeriodIf any question shall arise as to whether during any period the Executive 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 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 the Executive’s duly appointed guardian, if Employee’s Disability continuesany, has no reasonable objection to determine whether the Executive is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such question shall arise and the Executive shall fail to submit to such medical examination, the Employer may terminate EmployeeCompany’s determination of the issue shall be binding on the Executive. (iii) Upon the giving of notice of termination of the Executive’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disabilitydue to disability hereunder, in addition the Company shall have no further obligation or liability to the Accrued Obligations and subject 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 and conditioned on Employeethe fiscal year of the Executive’s compliance with the terms of Section 5 hereof, Employee shall be eligible to receive termination; (Aiii) a bonus with respect to Employer’s fiscal year in which the termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, multiplied by pro rata portion (based on the number of days preceding the Executive’s termination in the fiscal year prior 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 including (v) any unreimbursed business expenses. In addition, (x) the date 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 termination coverage for the Executive and divided by three hundred sixty five the Executive’s dependents under the Company’s medical and dental plans provided that a timely COBRA election is made. The payments referred to in clauses (365i), (ii) and (v) above shall be payable in a “Prolump-Rated Bonus”) payable sum within thirty (30) days after the date of the termination date; termination. The Company’s payments under clauses (iii) and (Biv) all time-based Equity Awards granted to Employee by Pediatrix prior to termination of Employeeabove, as well as the continued contribution toward medical and dental premiums, are expressly conditioned upon the Executive (or the Executive’s employment shall immediately become fully vested, non-forfeitable and, if applicable, exercisable, and all performance-based shares awardsduly appointed guardian, if any, shall remain outstanding ) executing and shall vest based upon actual performance determined at delivering to the end Company a timely and effective Separation Agreement. Payment under clauses (iii) and (iv) will be made within thirty (30) days after the Company’s receipt of the applicable performance period (the “Equity Acceleration”), except Separation Agreement. Other than as set forth in this clause (b), the award agreementCompany shall have no further obligation to the Executive.

Disability. Employer may terminate EmployeeIf the Company terminates the Executive’s employment under this Agreement during the Employment Period because of the Executive’s Disability pursuant to Section 6(a)(ii)(A), (A) the Company shall pay to the Executive (i) the Executive’s Base Salary due through the Date of Termination, (ii) all Accrued Benefits, if any, to which the Executive is entitled as of the Date of Termination at the time such payments are due and (iii) an annual bonus for the year of termination, based on actual full-year performance (with any individual factor being rated at one hundred percent (100%)), pro-rated to reflect the time of service for such year through the Date of Termination, payable at the time the Company pays bonuses to active employees, but in any event, no later than March 15 of the calendar year following the year with respect to which such annual bonus is earned. The rights of the Executive with respect to the Executive’s equity or equity-related awards shall be governed by the applicable terms of the related plan or award agreement. In addition, with respect to all of the Executive’s outstanding equity awards granted on and after the Effective Date, unless the applicable award agreement provides for greater vesting acceleration on termination because of the Executive’s Disability, upon the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In Executive’s employment because of the event of EmployeeExecutive’s Disability, (i) Employee the Executive shall continue to receive Employeetwelve (12) months of vesting acceleration on all of the Executive’s Base Salary for ninety then-outstanding time-based equity awards or, if vesting is less frequent than annually, a pro rata portion in an amount determined by multiplying the total number of shares or units covered by the applicable award by a fraction where the numerator is the number of days that have elapsed from the most recent vesting date (90or, if none, the grant date) and the denominator is the total number of days under covered by the Employer’s short term disability policy, which may be amended or modified in vesting schedule starting from the Employer’s discretion upon written notice to Employee (grant date and ending on the “Initial Disability Period”)final scheduled vesting date, and (ii) following such Initial Disability Period, if Employeewith respect to the Executive’s Disability continuesthen-outstanding performance-based equity awards, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition Executive shall be deemed to have satisfied the Accrued Obligations service-based component of such awards and subject 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 termination date occurs, equal to Employee’s minimum Target Bonus for the year portion 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 termination date; and (B) all time-each such award based Equity Awards granted to Employee by Pediatrix prior to termination of Employee’s employment shall immediately become fully vested, non-forfeitable and, if applicable, exercisable, and all performance-based shares awards, if any, shall remain outstanding and shall vest based upon on actual performance determined at through the end of the applicable performance period period, pro-rated to reflect the Executive’s actual service plus twelve (the “Equity Acceleration”), except 12) months during each performance period. Except as set forth in herein, the award agreementCompany and Company Affiliates shall have no further obligations to the Executive under this Agreement upon Executive’s termination due to Disability pursuant to Section 6(a)(ii)(A) other than such obligations which by their terms continue following termination of the Executive’s employment.

Disability. Employer may terminate Employee’s employment If the Executive shall be disabled so as to be unable ---------- to perform the essential functions of the Executive's then existing position or positions under this Agreement upon with or without reasonable accommodation, the Disability Chief Executive Officer or the Board of Directors may remove the Executive from 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 (as defined belowless any disability pay or sick pay benefits to which the Executive may be entitled under the Employer's policies) of Employee. The termination date for a termination and benefits under Section 4 of this Agreement pursuant (except to this Section 4.2 shall 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 date specified remainder of the Initial Term or, if the Initial Term has expired, any Extended Term, provided that the Executive remains employed by the Employer in a notice to Employeeduring 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 Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended Executive's then existing position or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continuespositions, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee Executive shall be eligible to receive (A) a bonus Termination Benefits subject to and in accordance with respect the terms and conditions of Section 6(d), provided that the Executive's Termination Benefits additionally shall be subject to Employer’s fiscal year in which reduction by the termination date occurs, equal to Employee’s minimum Target Bonus amount of any payments the Executive receives under any disability benefit plan or plans or insurance policies the Employer maintains for the year 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 terminationthe Executive's then existing position or positions with or without reasonable accommodation, multiplied 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 number 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 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 this Agreement be conclusive of the termination date; issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and (Bthe Executive shall fail to submit such certification, the Employer's determination of such issue shall be binding on the Executive. Nothing in this Section 6(e) all time-based Equity Awards granted shall be construed to Employee by Pediatrix prior to termination of Employee’s employment shall immediately become fully vested, non-forfeitable and, if applicable, exercisable, and all performance-based shares awardswaive the Executive's rights, if any, shall remain outstanding under existing law including, without limitation, the Family and shall vest based upon actual performance determined at Medical Leave Act of 1993, 29 U.S.C. (S)2601 et seq. and the end of the applicable performance period Americans with Disabilities Act, 42 U.S.C. (the “Equity Acceleration”), except as set forth in the award agreementS)12101 et seq.

Disability. Employer may terminate If the Employee’s 's employment under this Agreement upon hereunder is terminated by reason of the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 's Disability, Employee or his legal representative shall be entitled to the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, following: (i) Employee shall continue to receive Base salary in effect on and payable through, the Employee’s Base Salary for ninety (90) days under 's date of death in accordance with the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and Company's standard payroll policies; (ii) following such Initial Disability Period, if The Employee’s Disability continues, 's annual bonus for the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 termination for disability occurs based on the maximum target award opportunity for such years, payable on the date occursit otherwise would have been payable; (iii) The balance of any incentive awards earning but not yet paid, payable on their standard payment dates; (iv) The right to exercise any stock option held by Employee on the Employment Termination Date for the remainder of its term, whether or not exercisable by Employee on the Employment Termination Date; (v) Any amounts payable on disability pursuant to any plans or policies of the Company; (vi) Any other amounts due but not yet paid from the Company to Employee; and (vii) The option of the Employee or his legal representatives to sell to the Company all the capital stock of the Company held by Employee on the Employment Termination Date at a price equal to Employee’s minimum Target Bonus for the year greater of termination, multiplied the price per share paid by the number Employee (as adjusted to reflect any capital adjustments made by the Company since that purchase) or the Fair Market Value of days each of the shares. For this purpose, the "Fair Market Value" shall be that value of the shares as of the Employment Termination Date which is determined (i) by mutual agreement between the Company and Employee or (ii) if no such mutual written agreement is entered into, or no such sale has occurred, by the following appraisal process. Each of the Company and the Employee shall select an independent investment banking, accounting, or appraisal firm ("Appraiser"), and each of the two Appraisers shall determine the Fair Market Value of the shares of stock as of the Employment Termination Date, without giving effect to any difference 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 percentage ownership of the termination date; and Company that the shares of stock represent (B) all time-based Equity Awards granted to Employee by Pediatrix prior to termination of Employee’s employment shall immediately become fully vested, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreement.i.

Disability. Employer 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 may terminate the employment of Employee and this Agreement at such time. In such an event, and if Employee or someone authorized to act on his behalf executes and delivers the Separation Date Release described in Section 5.2 and allows such release to become effective, within the timeframe set forth above, then the Company shall pay Employee severance in a single lump sum equal to twelve (12) months of Employee’s employment under this Agreement upon Base Salary in effect on Employee’s Separation Date. This severance shall be paid on the Disability Company’s first regular payroll schedule (subject to standard deductions and withholdings) after the effective date of the release of claims (or as defined belowotherwise 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 termination date severance benefits provided for a termination of this Agreement pursuant to in this Section 4.2 5.4 shall be reduced by any amounts expected to be paid to Employee in connection with any federal or state disability insurance payments or benefits, and any private insurance disability payments or benefits, to be provided to Employee within the date specified by Employer in a notice to twelve (12) months following Employee’s Separation Date. In the event of Employee’s DisabilityDisability and if Employee or someone authorized to act on his behalf executes and delivers the Separation Date Release described in Section 5.2 and allows such release to become effective, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under within the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continuestimeframe set forth above, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to Company will accelerate the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms vesting of Section 5 hereof, Employee shall be eligible to receive (A) a bonus with respect to Employer’s fiscal year in which the 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 termination date; and (B) all time-based Equity Awards any equity awards granted to Employee by Pediatrix prior to termination the Separation Date such that one hundred percent (100%) of Employee’s employment shall immediately become fully vested, 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 end or options subject to such awards which are unvested as of the applicable performance period (Separation Date shall be accelerated and deemed fully vested as of the “Equity Acceleration”), except as set forth effectiveness of the Separation Date Release described in the award agreementSection 5.2.

Disability. Employer If, as a result of incapacity due to physical or mental illness or injury, as reasonably determined by the Executive's physician, the Executive shall have been absent from the 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 Employee’s the Executive's employment under this Agreement upon hereunder provided the Disability (as defined below) Executive is unable to resume his full-time duties at the conclusion of Employeesuch notice period. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continuesAlso, the Employer Executive may terminate Employee’s his employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition hereunder if his health should become impaired to an extent that makes the continued performance of the Executive's duties hereunder hazardous to the Accrued Obligations Executive's physical or mental health or life, provided that the Executive shall have furnished Enfinity with a written statement from the Executive's doctor to such effect and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereofprovided, Employee shall be eligible to receive (A) a bonus with respect to Employer’s fiscal year in which the termination date occursfurther, equal to Employee’s minimum Target Bonus for the year of terminationthat, 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 at Enfinity's request made within thirty (30) days of the termination date; 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 (B) all time-based Equity Awards granted to Employee by Pediatrix prior to termination of Employee’s employment such doctor shall immediately become fully vested, 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 have concurred in the end 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 third 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 performance period (waiting periods under the “Equity Acceleration”), except as set forth in Executive's long-term disability policy provided by Enfinity shall be exhausted and the award agreementExecutive shall be receiving payments pursuant to such policy.

Disability. Employer may terminate Employee’s employment under this Agreement upon (a) During the Disability (Term of Employment, the Executive shall be entitled to disability coverage as defined below) of Employee. The termination date for a termination of this Agreement pursuant to described in this Section 4.2 shall be the date specified by Employer in a notice to Employee7(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 Employeehis 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 Disability, long-term disability benefits (“Commencement Date”) for a period beginning on the Commencement Date and ending with the Executive’s attainment of age 65. If (i) Employee shall continue the Executive ceases to receive Employee’s Base Salary for ninety be disabled during the Term of Employment (90) days under the Employer’s short term disability policy, which may be amended or modified as determined in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance accordance with the terms of the Long-Term Disability Plan), (ii) the position set forth in Section 5 hereof2(a) are then vacant and (iii) the Company requests in writing that he resume such position, Employee he may elect to resume such position by written notice to the Company within 15 days after the Company delivers its request. If he resumes such position, he shall thereafter be entitled to his Base Salary at the 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 Base Salary for such year. If he ceases to be disabled during the Term of Employment and does not resume his position in accordance with the preceding sentence, he shall be eligible treated as if he voluntarily terminated his employment pursuant to receive Section 9(e) as of the date the Executive ceases to be disabled. If the Executive is not offered such position after he ceases to be disabled during the Term of Employment, he shall be treated as if his employment was terminated Without Cause pursuant to Section 9(c) as of the date the Executive ceases to be disabled. (Ab) The Executive shall be entitled to a bonus with respect to Employer’s fiscal pro rata Annual Incentive Award at 75% of Base Salary for the year in which the termination date Commencement Date occurs, equal payable in accordance with the terms of the annual incentive compensation plan and at the time set forth in Section 4 hereof. The Executive shall not be entitled to Employee’s minimum Target Bonus 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 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 termination 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, non-forfeitable and, if applicable, exercisable, and all performance-based shares awards, if any, shall remain outstanding he resumes such position and shall vest based upon actual performance determined at thereafter be entitled to Annual Incentive Awards in accordance with Section 4 hereof. (c) During the end period the Executive is receiving disability benefits pursuant to Section 7(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 applicable performance period (Commencement Date, including without limitation, the “Equity Acceleration”)benefits and entitlements referred to in Section 5 and 6 above, except as set forth in that the award agreementExecutive 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 Commencement Date.

Disability. Employer may terminate Employee(i) The Executive will be deemed to be disabled for purposes of this subsection (h) when the Executive becomes entitled to receive disability benefits in accordance with SKS’s employment under this Agreement upon short-term disability/sick pay plan. Disputes regarding the Disability (as defined below) existence of Employeethe 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 termination date Executive will submit to appropriate medical examinations for a purposes of determining disability. (ii) If at any time prior to the termination of this Agreement pursuant to the Executive becomes disabled, this Section 4.2 shall be Agreement and the date specified by Employer in a notice to EmployeeExecutive’s employment will continue for twelve months. In During the event of Employee’s Disability, (i) Employee shall twelve-month period the Executive will continue to receive Employeeall payments and benefits provided by this Agreement, including without limitation the benefits described in sections 3, 4 and 7 of this Agreement and the benefits payable upon termination of the Executive’s Base Salary employment as described in paragraphs (a) through (g) of section 5 and in section 6 of this Agreement, less all disability payments received pursuant to SKS’s short-term disability/sick pay plan or its Group Long-Term Disability Insurance Policy. If the Executive’s disability continues after the end of the twelve-month period, the Company may terminate this Agreement and the Executive’s employment for ninety disability (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability PeriodTermination”), and (ii) following such Initial . Upon a Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations Termination and subject to and conditioned on Employee’s compliance with the terms last sentence of Section 5 hereofthis paragraph (ii), Employee shall the Executive will be eligible entitled to receive (A) a exercise each of the Executive’s 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 with respect earned by the Executive and payable, but not yet paid, for the fiscal year prior to Employer’s the fiscal year in which the termination date Disability Termination occurs, equal to Employee(D) rights that the Executive or the Executive’s minimum Target Bonus for dependents may have under COBRA or any other federal or state law or that are derived independent of this Agreement by reason of the year of termination, multiplied Executive’s participation in any employee benefit arrangement or plan maintained 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 termination date; Company, and (BE) receive all time-based Equity Awards granted to Employee by Pediatrix prior to termination other benefits in accordance with section 4 of Employeethis Agreement that would be payable upon the Disability Termination. Upon a Disability Termination, SKS’s employment shall immediately become fully vestedobligations in paragraph (viii) of subsection (d) of this section 5 and in sections 7, non-forfeitable and, if applicable, exercisable9(f), and all performance-based shares awards9(h) of this Agreement, if anyand the Executive’s obligations in sections 7, shall remain outstanding 8, and shall vest based 9(h) of this Agreement, will continue in effect in accordance with their terms. The Company 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 actual performance determined at the end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementa Disability Termination.

Disability. Employer If, as a result of long-term incapacity or disability from which Executive is not reasonably likely to continue to full employment, as such concept is defined in the insurance programs, from time to time, maintained by the Company ("Long-Term Disability") due to physical or mental illness or injury, Executive shall have been absent from his 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), the Company may terminate Executive's employment hereunder, provided that Executive is unable to resume his full-time duties at the conclusion of such notice period. If, as a result of a short-term incapacity or disability from which Executive is reasonably likely to continue to full employment, as such concept is defined in the insurance programs, from time to time, maintained by the Company ("Short-Term Disability") due to physical or mental illness or injury, Executive shall have been absent from his full-time duties hereunder for twelve (12) consecutive months, then thirty (30) days after receiving written notice (which notice may occur before or after the end of such twelve (12) month period, but which shall not be effective earlier than the last day of such twelve (12) month period), the Company may terminate Executive's employment hereunder, provided that Executive is unable to resume his full-time duties at the conclusion of such notice period. During such six (6) month or twelve (12) month period, the Company shall pay to Executive his base salary amount hereunder net of any disability insurance payments under policies maintained by the Company or Pentacon which are received by Employee’s employment under this Agreement upon the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 ; provided, however, that such payments shall be netted only to the date specified extent that the premiums for such insurance are borne by Employer in a notice to Employeethe Company and are not paid or reimbursed by the Executive. In the event of Employee’s DisabilityAlso, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer Executive may terminate Employee’s his employment immediately upon hereunder if his health should become impaired to an extent that makes the continued performance of his duties hereunder hazardous to his physical or mental health or his life, provided that Executive shall have furnished the Company with a written notice. If Employee’s employment is terminated in connection with Employee’s Disabilitystatement from a qualified doctor to such effect and provided, in addition to further, that, at the Accrued Obligations and subject 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 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 Company's request made within thirty (30) days of the termination date; date of such written statement, Executive shall submit to an examination by a doctor selected by the Company who is reasonably acceptable to Executive or Executive's doctor and such doctor shall have concurred in the conclusion of Executive's doctor. Notwithstanding the payments made pursuant to the provision of this subsection (Bb) all timeabove, in the event this Agreement is terminated as a result of Executive's Short-based Equity Awards granted to Employee by Pediatrix prior to termination Term Disability or Long-Term Disability, Executive shall receive from the Company, in a lump-sum payment due within ten (10) days of Employee’s employment shall immediately become fully vestedthe effective date of termination, 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 the base salary at the end rate then in effect for whatever time period is remaining under the Initial Term (as hereinafter defined) of the applicable performance period this Agreement, but for not less than one (the “Equity Acceleration”), except as set forth in the award agreement1) year and not more than two (2) years.

Disability. Employer may terminate EmployeeThe Executive’s employment under this Agreement upon hereunder may be terminated by the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer Company in a notice to Employee. In the event of Employee’s his Disability upon not less than thirty (30) days prior written notice to the Executive. For purposes of this Agreement, “Disability” or “Disabled” means, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, (i) Employee the inability of the Executive to engage in any substantial gainful activity or (ii) the Executive receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering the Company’s employees. Unless otherwise required by law, the existence of a Disability shall continue be reasonably determined by the Company only upon receipt of a written medical opinion from a qualified physician selected by or reasonably acceptable to receive Employee’s Base Salary for ninety both the Company and Executive (90) days under “Designated Physician”). At the Employer’s short term disability policyreasonable request of the Company, which may be amended or modified in and as permitted by law, Executive will submit to a physical examination by the Employer’s discretion upon written notice Designated Physician. During any period that the Executive fails to Employee perform his duties hereunder as a result of a Disability (the “Initial Disability Period”), and (ii) following the Executive will continue to receive his Base Salary at the rate then in effect for such Initial Disability Periodperiod commencing on the date the Executive is determined to be Disabled until his employment is terminated pursuant to this subsection; provided, however, that payments of Base Salary so made to the Executive will be reduced by the sum of the amounts, if Employee’s Disability continuesany, that were payable to the Employer may terminate Employee’s employment immediately upon written noticeExecutive under any “bona fide disability benefit plan” as such term is defined in Treasury Regulation section 1.409A-1(a)(5), with any such offset being made in accordance with Treasury Regulation section 1.409A-3(i)(1)(ii). If EmployeeFor purposes of clarification, Executive need not be Disabled for a period of twelve (12) months before the Company does in fact consider Executive to be Disabled pursuant to the definition provided herein, but subject in all instances to applicable law, including Code Section 409A. To the extent that a “disability benefit plan” elects not to pay Executive any sums (or the sums necessary to ensure Executive receives 100% of Base Salary), but Executive otherwise meets the definition of “Disabled” contained in this subsection, then the Company shall ensure that Executive continues to receive 100% of Base Salary until such time as Executive is no longer determined to be Disabled or Executive’s employment is terminated in connection with Employeeterminated. In the event that the Company elects to terminate the Executive’s Disabilityemployment pursuant to this subsection, in addition the Executive will be entitled to the Accrued Obligations following payments and subject to benefits: i. Any Base Salary that is accrued but unpaid and conditioned on Employee’s compliance with the terms any business expenses that are unreimbursed, all as of Section 5 hereof, Employee shall be eligible to receive (A) a bonus with respect to Employer’s fiscal year in which the 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 of employment; ii. Any rights and divided benefits (if any) provided under Plans and Programs of the Company in which the Executive was participating immediately prior to the time he became Disabled, determined in accordance with the applicable terms and provisions of such Plans and Programs; iii. Any prior year earned, but unpaid Bonus, which shall be paid in accordance with the terms and provisions of the applicable plan or program at the later of (A) the same time that payments for that fiscal year would be made to other participants, or (B) within sixty (60) days following the Executive’s Separation from Service; and iv. An amount equal to the pro-rated Bonus for the then-current fiscal year based on the actual achievement of the applicable performance goals for such fiscal year (without pro-ration of such performance goals) and as approved by three hundred the Compensation Committee, which Bonus shall be pro-rated based on the number of calendar days the Executive was employed during the fiscal year and paid at the later of (A) the same time payments for that fiscal year are made to other participants, or (B) within sixty five (36560) (a “Pro-Rated Bonus”days following the date of the Executive’s Separation from Service. Any payments of Base Salary during the Disability Period shall be made in accordance with the payroll procedures described in Section 4(a)(i) payable of this Agreement. Any payments due under Section 13(b)(i) shall be made within thirty (30) days after the date of the termination date; and (B) all time-based Equity Awards granted to Employee by Pediatrix prior to Executive’s termination of Employee’s employment shall immediately become fully vested, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementemployment.

Disability. Employer may terminate Employee(a) If the Employment Term and Executive’s employment under this Agreement upon the Disability are terminated by reason of Executive’s disability (as defined below) of Employee. The termination date ), he or she will be entitled to apply, at his or her option, for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of EmployeeCompany’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short long-term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Periodbenefits and, if Employeehe or she is accepted for such benefits, then Executive’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated Options and Option Shares will be treated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance accordance with the terms of Section 5 hereofthe New Option Plan, Employee shall be eligible to receive (A) a bonus with respect to Employerand the terms and provisions of the Company’s fiscal year in which the termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, multiplied by the number of days benefit plans and programs that are applicable in the fiscal year prior event of such disability of an employee shall apply in lieu of the salary and benefits under this Agreement, except that: (i) Executive will be entitled to and including the date of termination and divided by three hundred sixty five lifetime group insurance benefits described in Section 7; (365ii) (a “Pro-Rated Bonus”) payable Executive will be paid his or her Accrued Benefits within thirty (30) days of the termination date; and termination; (Biii) all time-based Equity Awards granted to Employee by Pediatrix prior to termination Executive will receive eighteen (18) months of Employee’s employment shall immediately become fully vested, 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 end of the applicable performance period Base Salary continuation (the “Equity AccelerationSalary Continuation Payment”), offset by any long term disability benefits to which he or she is entitled during such period of salary continuation. In addition to payment of his or her Base Salary, Executive will be entitled to all benefits during the salary continuation period. Notwithstanding the foregoing, if, as of the date of termination pursuant to this Section 9.4, Executive is a Specified Employee, installments of the Salary Continuation Payment will not commence until the Delayed Payment Date and, on the Delayed Payment Date, the Company will pay to Executive a lump sum equal to all amounts that would have been paid during the period of the delay if the delay were not required plus interest on such amount at a rate equal to the short-term applicable federal rate then in effect, and will thereafter continue to pay Executive the Salary Continuation Payment in installments in accordance with this Section. (b) If Executive is disabled so that he or she cannot perform his or her duties, then the Company may terminate his or her duties under this Agreement after giving Executive thirty (30) days’ notice of such termination (during which period Executive shall not have returned to full time performance of his or her duties). For purposes of this Agreement, disability will be the inability of Executive, with or without a reasonable accommodation, to perform the essential functions of his or her job for one hundred and eighty (180) days during any three hundred and sixty five (365) consecutive calendar day period as reasonably determined by the Committee (excluding Executive) based on independent medical advice from a physician who has examined Executive (such physician to be selected by the Company and reasonably acceptable to Executive). (c) Except as otherwise provided in this Agreement, and except as set forth in for any vested benefits under any tax qualified pension plans of the award agreementCompany and vested deferred compensation under any applicable deferred compensation plans, and continuation of health insurance benefits on the terms and to the extent required by COBRA, neither the Company nor Executive shall have any additional obligations under this Agreement.

Disability. Employer may terminate Employee’s employment under For purposes of this Agreement Agreement, the Executive will be deemed "disabled" upon the Disability (as defined below) earlier to occur of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days his becoming disabled as defined under the Employer’s short term terms of the disability policybenefit program applicable to the Executive, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”)if any, and (ii) following his absence from his duties hereunder on a full-time basis for one hundred eighty (180) consecutive days as a result of his incapacity due to accident or physical or mental illness. If the Executive becomes disabled (as defined in the preceding sentence), the Employment Period shall terminate on the last day of the month in which such Initial Disability disability is determined. Until such termination of the Employment Period, if Employee’s Disability continuesthe Company shall continue to pay to the Executive his base salary, any additional compensation authorized by the Company's Board of Directors, and any other remuneration and benefits provided in accordance with Paragraph 2, 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. After termination of the Employment Period as a result of the disability of the Executive, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated medical benefits covering the Executive and his family shall remain in connection with Employee’s Disability, in addition place (subject to the Accrued Obligations eligibility requirements and other conditions continued 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 conditioned on Employee’s compliance 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, notwithstanding such a determination of disability, the Executive is determined not to be totally and permanently disabled prior to the then scheduled expiration of the Employment Period, the Executive shall be entitled to resume employment with the Company under 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 termination date occurs, equal to Employee’s minimum Target Bonus this Agreement 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 then remaining balance of the termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementEmployment Period.

Disability. Employer may terminate EmployeeIf the Company terminates the Executive’s employment under this Agreement upon during the Disability (as defined below) Employment Period because of Employee. The termination date for a termination of this Agreement the Executive’s disability pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability8(a)(ii)(A) hereof, (i) Employee the Company shall continue pay the Executive the Executive’s full Base Salary through the Date of Termination and all other unpaid amounts, if any, to receive Employeewhich the 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 is unable to perform all of the Executive’s duties hereunder by reason of illness, physical or mental illness or other similar incapacity shall be reduced by the sum of the amounts, if any, payable to the Executive at or prior to the time of any such payment under disability plans of the Company and 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 Executive in satisfaction of restricted stock units) as of the Date of Termination; (iii) all deferred and incentive compensation or bonus amounts awarded by the Company to the Executive and other contingent or deferred compensation awards or grants made by the Company to the Executive, or otherwise made in connection with the Executive’s employment hereunder, shall become fully vested and nonforfeitable upon the Date of Termination; and (iv) the Company shall pay the Executive an aggregate amount equal to the sum of (A) Executive’s Base Salary and (B) Executive’s Bonus for ninety the twelve month period immediately preceding the Date of Termination, payable in equal installments on the Company’s regular salary payment dates (90the “Severance Payments”) days under during the Employer’s short term disability policy, which may be amended or modified in one-year period commencing on the Employer’s discretion upon written notice to Employee Date of Termination (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues. In addition, the Employer may terminate Employee’s employment immediately upon Company shall have the option, by delivering written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition notice to the Accrued Obligations and subject Executive in accordance with Section 11 hereof within 90 days after the Date of Termination, to and conditioned on Employee’s compliance with extend the terms of Section 5 hereof, Employee shall be eligible severance period to receive (A) a bonus with respect to Employer’s fiscal year in which the 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 second anniversary of the termination date; and (B) all time-based Equity Awards granted to Employee by Pediatrix prior to termination Date of Employee’s employment shall immediately become fully vested, 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 end of the applicable performance period Termination (the “Equity AccelerationExtended Period”). During the Extended Period, except the Company will continue to make Severance Payments at the same annual rate to the Executive. 4. Section 9(d) shall be amended and restated in its entirety to read and provide as set forth in the award agreement.follows:

Disability. Employer If as a result of incapacity due to physical or mental illness or injury, Employee shall have been absent from Employee's full-time duties hereunder for three (3) consecutive months, then thirty (30) days after receiving written notice (which notice may occur before or after the end of three (3) month period, but which shall not be effective earlier than the last day of three (3) month period), the Company may terminate Employee’s 's employment under this Agreement upon hereunder provided Employee is unable to resume Employee's full-time duties at the Disability (as defined below) conclusion of Employeesuch notice period. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s DisabilityAlso, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s 's employment immediately upon written notice. If hereunder if his health should become impaired to an extent that makes the continued performance of Employee’s employment is terminated in connection with 's duties hereunder hazardous to Employee’s Disability's physical or mental health or life, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, provided that Employee shall be eligible have furnished the Company with a written statement from a qualified doctor to receive (A) a bonus with respect to Employer’s fiscal year in which such effect and provided, further, that, at the 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 Company's request made within thirty (30) days of the termination date; and (B) all time-based Equity Awards granted date of such written statement, Employee shall submit to an examination by a doctor selected by the Company who is reasonably acceptable to Employee by Pediatrix or Employee's doctor and such doctor shall have concurred in the conclusion of Employee's doctor. In the event this Agreement is terminated as a result of Employee's disability at any time prior to termination the date one-half of the Term of this Agreement has expired, Employee shall receive for an additional six months from the Company Employee's base salary at the rate then in effect, payable at the Company's regular and customary intervals for the payment of salaries as then in effect. In the event this Agreement is terminated as a result of Employee’s employment 's disability at any time after one-half of the Term of this Agreement has expired, Employee shall immediately become fully vestedreceive for the remainder of the Term of this Agreement from the Company Employee's base salary at the rate then in effect, non-forfeitable andpayable at the Company's regular and customary intervals for the payment of salaries as then in effect. In either case, if applicableall outstanding but unvested stock, exercisableoptions, or stock equivalents will vest or accelerate immediately, will be the property of the estate, heirs or other descendants, and all performance-based shares awards, if any, shall remain outstanding and shall vest based upon actual performance determined at the end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementmay be exercised pursuant to section 7 below.

Disability. Employer may The Company shall at all times have the right, upon written notice to the Executive, to terminate Employee’s the Executive's employment hereunder, if the Executive shall become entitled to benefits under this Agreement upon the Company's Long Term Disability (Plan as defined below) then in effect, or, if the Executive shall as the result of Employeemental 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 continues to be disabled. Upon any termination date for a termination of this Agreement pursuant to this Section 4.2 5.2, the Company shall: (a) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (b) pay to the Executive his accrued and declared 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, and (c) pay to the Executive (within forty-five (45) days after the end of the Bonus Period 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 the Incentive Compensation Plan; provided that the goals under the Incentive Compensation Plan for each period used in the calculation of the Executive's Incentive Compensation, shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, based on: (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, portion of the Bonus Period through the end of the Bonus Period in which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), such termination occurs and (ii) following such Initial Disability Periodunaudited financial information prepared in accordance with generally accepted accounting principles, if Employee’s Disability continuesapplied consistently with prior periods, as approved and reviewed by the Employer may terminate Employee’s employment immediately upon written noticeBoard. If Employee’s employment is terminated in connection with Employee’s Disability, in addition The Company shall have no further liability hereunder other than for: (x) reimbursement for reasonable business expenses incurred prior to the Accrued Obligations and subject date of termination, subject, however to and conditioned on Employee’s compliance with the terms provisions of Section 5 hereof4.1, Employee shall be eligible to receive and (Ay) a bonus with respect to Employer’s fiscal payment of compensation for unused vacation days that have accumulated during the calendar year in which the such 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 termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreement.

Disability. Employer may terminate Employee’s employment If the Executive is unable to perform his duties under this Agreement upon because of a Total Disability, the Disability (as defined below) of EmployeeCompany may terminate the Executive’s employment by giving written notice to the Executive. The Such termination date for a termination of this Agreement pursuant to this Section 4.2 shall be effective as of the date specified 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 multiplied by Employer (ii) a fraction, the numerator of which is the number of completed days in a notice the year of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount will be paid in the normal course and shall only be paid if the Executive would have become entitled to Employeesuch amount if he had not terminated his employment, (d) such retirement and other benefits earned and vested (if applicable) by the Executive as of the date of his termination under any employee benefit plan of the Company in which the Executive participates, including without limitation all payments due under the SERP and other retirement plans, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans and (e) the health and dental benefits provided for in Section 5.8. In the event of Employee’s that the Executive incurs a Long-Term Disability, (i) Employee the Executive shall continue be entitled to receive Employeean annual disability benefit equal to 75% of his Base Salary, payable in accordance with the Company’s Base Salary for ninety (90) days normal payroll practices, provided that all payments under the Employer’s short this provision shall be reduced dollar-for-dollar by Social Security disability benefits and any other long-term disability policy, which may be amended benefits the Executive is entitled to under any other Company-sponsored long-term disability plan or modified in arrangements and shall cease as of the Employer’s discretion upon written notice to Employee (earliest of the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Executive cessation of Long-Term Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms death or attainment of Section 5 hereof, Employee shall be eligible to receive (A) a bonus with respect to Employer’s fiscal year in which the 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 termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementhis Normal Retirement Date.

Disability. Employer may terminate Employee’s employment 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 upon for one year form the date of the Disability (as defined belowwhich one year period shall commence at the beginning of the 26 week period referred to herein) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee and shall continue to receive Employee’s pay Executive the Base Salary for ninety in effect on the date of the Disability (90) days under determined at the Employer’s short term disability policy, which may be amended or modified in beginning of the Employer’s discretion upon written notice 26 week period referred to Employee (the “Initial Disability Period”herein), the Performance Bonus and (ii) following such Initial Disability Periodall benefits then in effect; provided, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee shall be eligible to receive that (A) a bonus with respect the Company may relieve Executive of his duties and responsibilities hereunder to Employer’s fiscal year in which the termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, multiplied extent permitted 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 termination date; 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 obtain other employment. If Executive is not restored to full-time employment with the Company, all time-based Equity Awards granted to Employee by Pediatrix prior to termination stock options that have become exercisable as of Employee’s employment shall immediately become fully vested, non-forfeitable and, if applicable, exercisable, and all performance-based shares awards, if any, shall remain outstanding and shall vest based upon actual performance the date of Disability (determined at the end of the applicable performance 26 week period (the “Equity Acceleration”), except as set forth in the award agreementreferred to herein) shall remain so for a period of 12 months.

Disability. Employer may terminate Employee(a) If during the Employment Period, the Company or the Executive terminates the Executive’s employment under this Agreement upon due to the Executive’s Disability, the Company shall pay the Executive (1) within thirty days following the Executive’s Disability determination, a lump sum payment of the Accrued Obligations and (2) commencing on the Date of Termination until he reaches age 65, or the termination of his Disability, whichever is first to occur, such amounts which an individual in his earnings category would be normally entitled to receive as full Long Term Disability (“LTD”) coverage under the Company LTD plan then in effect, but not less than 60% of his Base Salary as defined belowdetermined under Section 5(a) at the time of Employeethe Executive’s Disability determination. During the term of his Disability, the Executive also shall receive the employee benefits (or service credits therefor, as the case may be) he would have been entitled to receive, as provided in Section 5(d) (other than under incentive plans). The termination date for a obligation to provide the foregoing disability benefits shall survive the termination of this Agreement pursuant provided the Disability was incurred before termination, and the Company shall have no further obligations to pay compensation or benefits under this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event Agreement. (b) For purposes of Employee’s this Agreement, “Disability, ” means that (i) Employee the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering the Executive. The Company’s determination that the Executive has a Disability shall continue be communicated to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policyExecutive by written notice, which may and shall be amended or modified in effective on the Employer’s discretion upon written 30th day after receipt of such notice to Employee by the Executive (the “Initial Disability PeriodEffective Date”), unless the Executive returns to full-time performance of the Executive’s duties before the Disability Effective Date. The determination of Disability shall be made by a physician selected by the Company or its insurers and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition acceptable to the Accrued Obligations and subject to and conditioned on EmployeeExecutive or the Executive’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 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 termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementlegal representative.

Disability. Employer 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 receive salary at an annual rate equal to 80% of his then current base salary for a further period ending on the earlier of (i) six months thereafter or (ii) the 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 Employee’s Executive's employment under hereunder at any time after Executive is Disabled, upon at least 10 days' prior written notice; PROVIDED, HOWEVER, that such termination shall not relieve the Corporation from its obligation to make the payments to Executive described above in this Agreement upon Paragraph 13. For the Disability purposes of this Agreement, Executive shall be deemed to have become Disabled when (as defined belowx) by reason of Employee. The termination date physical or mental incapacity, Executive is not able to perform his duties hereunder for a termination period of this Agreement pursuant 90 consecutive days or for 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, by reason of physical or mental incapacity, to this Section 4.2 shall be the date specified by Employer in perform a notice to Employeesubstantial portion of his duties hereunder. In the event that Executive shall dispute any determination of Employee’s Disabilityhis disability pursuant to clauses (x) or (y) above, (i) Employee the matter shall continue be resolved by the determination of three physicians qualified to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified practice medicine in the Employer’s discretion upon written notice United States of America, one to Employee (be selected by each of the “Initial Disability Period”), Corporation and (ii) following such Initial Disability Period, if Employee’s Disability continuesExecutive and the third to be selected by the designated physicians. If Executive shall receive benefits under any disability policy maintained by the Corporation, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition Corporation shall be entitled to deduct the amount equal to the Accrued Obligations and subject benefits so received from base salary that it otherwise would have been required to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee shall be eligible pay to receive (A) a bonus with respect to Employer’s fiscal year in which the 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 termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except Executive as set forth in the award agreementprovided above.

Disability. Employer If your Service terminates because of your Disability, then this Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date your Service terminates (or, if earlier, the Expiration Date). Leaves of Absence For purposes of this Option, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave of absence was approved by the Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law. But your Service terminates when the approved leave ends, unless you immediately return to active work. If you go on a leave of absence, then the vesting schedule specified in the Notice of Stock Option Grant may terminate Employeebe adjusted in accordance with the Company’s employment under leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Stock Option Grant may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule. Restrictions on Exercise The Company will not permit you to exercise this Agreement upon Option if the Disability (as defined below) issuance of EmployeeShares at that time would violate any law or regulation. The termination date for a termination inability of this Agreement the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of the Stock pursuant to this Section 4.2 shall be Option will relieve the date specified by Employer in a notice to Employee. In the event Company of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee shall be eligible to receive (A) a bonus any liability with respect to Employer’s fiscal year the non-issuance or sale of the Stock as to which such approval will not have been obtained. Notice of Exercise When you wish to exercise this Option you must provide a written or electronic notice of exercise form (substantially in which the termination date occurs, equal form attached to Employee’s minimum Target Bonus for the year of termination, multiplied this Agreement as Exhibit A) in accordance with such procedures as are established by the number Company and communicated to you from time to time. Any notice of days in exercise must specify how many Shares you wish to purchase and how your Shares should be registered. The notice of exercise will be effective when it is received by the fiscal year prior Company. If someone else wants to and including exercise this Option after your death, that person must prove to the date of termination and divided by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days of the termination date; and (B) all time-based Equity Awards granted Company’s satisfaction that he or she is entitled to Employee by Pediatrix prior to termination of Employee’s employment shall immediately become fully vested, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementdo so.

Disability. Employer may terminate EmployeeThe Executive’s employment under this Agreement upon the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall Agreement may be the date specified terminated by Employer in a delivery of written notice to Employee. In the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable to perform the essential functions of Employee’s Disabilityhis regular duties and responsibilities, with or without reasonable accommodation, due to a Disability that has lasted (ior can reasonably be expected to last) Employee shall continue to receive Employee’s Base Salary for a period of ninety (90) consecutive days, or for a total of ninety (90) days under 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 written statement from a licensed physician selected or approved in good faith by the Employer’s short term disability policy, which may be amended Board (or modified in any committee of the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”Board comprised solely of independent directors), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employeethe Executive’s employment is terminated in connection with Employee’s Disabilitypursuant to this Section 9(c), in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee shall Executive will be eligible entitled to receive (Ai) a 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 with respect related to Employer’s fiscal year 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 termination date Date of Termination occurs, equal to Employee’s minimum Target Bonus for pro-rated based on 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 termination 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, 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 end portion of the applicable performance period Fiscal Year that the Executive worked for the Company. The amounts referred to in clauses (i) through (iii) above will be paid to the “Equity Acceleration”Executive when the same would have been paid to the Executive (whether or not the Term will have expired during such period), except as set forth and the amount referred to in clause (iv) will be paid to the award agreementExecutive within sixty (60) days following the Date of Termination.

Disability. Employer may terminate Employee’s employment under this Agreement upon the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of the Employee’s Disabilitytermination by reason of Disability pursuant to Section 5.5, the Employee will continue to receive his Base Salary in effect immediately prior to the Termination Date and participate in applicable employee benefit plans or programs of the Company (on an equivalent basis to those employee benefit plans or programs provided under Section 6.4(a)(iv) below) through the Termination Date, subject to offset dollar-for-dollar by the amount of any disability income payments provided to the Employee under any Company disability policy or program funded by the Company, and the Company shall pay the Employee the following amounts in a lump sum within 30 days following the Termination Date: the sum of (a) the Employee’s accrued but unpaid then current Base Salary through the Termination Date, plus (b) either the (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policyunpaid Actual Full Year Bonus Amount, which may be amended if any, or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 termination date occurs, equal to Employee’s minimum Target Deemed Full Year 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 termination 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, non-forfeitable andAmount, if applicable, exercisableplus (c) the Employee’s Deemed Pro Rata Bonus Amount, plus (d) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement, and the Company thereafter will have no further obligation to the Employee under this Agreement, other than for payment of any amounts accrued and vested under any employee benefit plans or programs of the Company and any payments or benefits required to be made or provided under applicable law. Notwithstanding any other provision of this Agreement, on the Employee’s Termination on account of Disability, all performancegranted but unvested long-based shares awardsterm incentive awards shall immediately vest and any related restrictions shall be waived; provided, if anyhowever, shall remain outstanding and shall that any unvested Appreciation Profits Interests will only vest based upon actual performance determined at to the end of extent the applicable performance period condition is satisfied (i) on the “Equity Acceleration”)Termination Date, except as set forth in or (ii) within (x) six months following the award agreementTermination Date, if the Termination Date occurs prior to the first anniversary of the Emergence Date, or (y) 120 days following the Termination Date, if the Termination Date occurs after the first anniversary of the Emergence Date.

Disability. Employer may Employee's employment hereunder shall terminate Employee’s employment under this Agreement upon the Disability (as defined below) disability of Employee. The termination date Employee which, for a termination purposes of this Agreement pursuant to this Section 4.2 Agreement, shall be the date specified physical or mental inability of Employee to carry out the normal and usual duties of his employment on a full-time basis for an entire period of six (6) contiguous months together with the reasonable likelihood as determined by Employer in the Board that Employee, upon the advice of a notice qualified physician, will be unable to Employee. In carry out the event normal and usual duties of Employee’s Disabilityhis employment on a full-time basis for the following continuous period of six (6) months, and within 30 days after Notice of Termination is given, Employee shall not have returned to the performance of his duties on a full-time basis. (i) During any period that the Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (the "disability period"), the Employee shall continue to receive his Salary at the rate then in effect for such period until the Date of Termination, provided that payments so made to the Employee during the disability period shall be reduced by the sum of the amounts, if any, payable to the Employee to or prior to the time of any such payment under disability benefit plans of the Company and which were not previously applied to reduce any such payment. (ii) If the Employee’s Base 's employment is terminated because of his disability, the Company shall pay to the Employee, commencing on the next succeeding day which is the fifteenth day or the last day of the month, as the case may be, and semimonthly thereafter on the fifteenth and last days of each month, until 48 payments have been made, an amount on each payment date equal to the semi-monthly installment of the Salary for ninety payment payable to the Employee pursuant to Paragraph 4 hereof at the time of disability. Employee shall also be paid (90i) days under the Employer’s short term disability policy, vested portion of any incentive compensation plan to which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), is entitled and (ii) following such Initial Disability Period, if Employee’s Disability continues, a pro rata portion of any incentive compensation to which Employee is entitled for the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 full fiscal year in which the termination date occurs, equal to Employee’s minimum Target Bonus for the 's employment is terminated based on a 365 day year of termination, multiplied by and the number of days in the fiscal year elapsed prior to the Date of Termination. All payments made to the Employee pursuant to this subparagraph (b)(ii) shall be reduced by the sum of the amount, if any, payable to the Employee to or prior to the time of any such payment under disability benefit plans of the Employer and including which were not previously applied to reduce any such payment. (iii) If Employee should die prior to the date time that he has received all the payments provided for pursuant to this subparagraph (b), Employee shall not be entitled to any further payments under this Paragraph 7(b). For purposes of termination and divided by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within this Paragraph 7(b), "Date of Termination" shall mean thirty (30) days after Employee receives Notice of Termination pursuant to this subparagraph (b) (provided that the termination date; and Employee shall not have returned to the performance of his duties on a full-time basis during such thirty (B30) all time-based Equity Awards granted to Employee by Pediatrix prior to termination of Employee’s employment shall immediately become fully vested, 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 end of the applicable performance period (the “Equity Acceleration”day period), except as set forth in the award agreement.

Disability. Employer may terminate Employeewill have the right to suspend Executive’s employment under this Agreement hereunder in the event Executive becomes disabled (“Disability Suspension”), by giving written notice of same to Executive (“Notice of Disability Suspension”). Executive’s Disability Suspension shall become effective upon the 30th day following the date of the Notice of Disability Suspension (as defined below“Disability Suspension Effective Date”). For purposes of this Agreement, disability shall mean (1) Executive is unable to engage in any substantial gainful activity by reason of Employee. The termination date any medically determined physical or mental impairment that can be expected to result in death or to last for a termination continuous period of this Agreement pursuant not less than twelve (12) months, or (2) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to this Section 4.2 shall result in death or can be the date specified expected to last for a continuous period of not less than twelve (12) months, receiving income replacement or disability benefits for a period of not less than three (3) months under any group long-term disability plan or accident and health plan then maintained by Employer in a notice to EmployeeEmployer. In the event that Executive returns to full-time employment with Employer following the Notice of Employee’s Disability, (i) Employee shall continue Disability Suspension but prior to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continuesSuspension Effective Date, the Employer may terminate EmployeeNotice of Disability Suspension shall be deemed automatically withdrawn. In any event, the period of Disability Suspension will end on the earliest to occur of the following (“Disability Termination Date”): (A) the date on which Executive returns to full-time employment with Employer; (B) Executive’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disabilitydeath, in addition to which event the Accrued Obligations and subject to and conditioned on Employee’s compliance provisions of Section 4.2 shall govern; or (C) the termination by either party or the expiration of the Term of Employment, in each case in accordance with the terms of Section 5 hereofthis Agreement. Employer shall pay to Executive, Employee as of the Disability Suspension Effective Date, the Accrued Obligations. During the period of Disability Suspension up until the Disability Termination Date Executive shall: (a) receive an amount equal, on a per annum basis, to seventy-five percent (75%) of Executive’s Highest Annual Compensation, as hereafter defined, as determined on the Disability Suspension Effective Date. Such amount shall be eligible paid by Employer, commencing on the first ordinary payroll payment date following the Disability Suspension Effective Date, in equal periodic installments in accordance with Employer’s ordinary payroll practices in effect at the time of such payments are made. The payments made pursuant to this provision shall be in addition to any payments or other benefits payable to Executive under any qualified or nonqualified retirement plans or programs maintained by Employer but shall be reduced by any payments received by Executive during such Disability Suspension under any group long-term disability plan maintained by Employer; (b) continue to accrue and participate in all incentive, pension, retirement, savings, stock option and other stock grant and equity compensation plans, as well as all other employee benefit plans and programs, which are referenced in Section 3.3; and (c) continue to receive (A) a bonus with respect to Employer’s fiscal year in which the termination date occursall life, equal to Employee’s minimum Target Bonus for the year of termination, multiplied by the number of days in the fiscal year prior to health and including the date of termination other welfare coverage and divided by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days of the termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except benefits as set forth in Section 3.4, including those for the award agreementbenefit of Executive’s spouse and other eligible dependents. From and after the Disability Suspension Effective Date, Employer shall be free to fill Executive’s positions; provided, however, that if Executive is able to return to full-time employment with Employer at any time during the period of Disability Suspension prior to the Disability Termination Date, Executive shall resume his positions and duties with Employer unless Employer has filled either of those positions and does not reappoint Executive to both such positions, in which event, Executive may, at his option: (i) assume the position(s) and duties that Employer may assign to him at the same Base Salary as was in effect on the Disability Suspension Effective Date and, otherwise, on the same terms and conditions as set forth herein; or (ii) in the event that the position and duties assigned to him would constitute a material diminution in his authority, duties or responsibilities or otherwise constitute Good Reason, as hereinafter defined, Executive may exercise his right to terminate this Agreement for Good Reason pursuant to Section 4.5. In the event that Executive refuses to assume the position and duties assigned to him pursuant to Clause (i) under circumstances that do not constitute Good Reason, such shall constitute a Voluntary Termination by Executive subject to Section 4.6 below. Notwithstanding any other provision contained in this Agreement to the contrary, the occurrence of a Disability Suspension shall not in any way prevent or otherwise limit the parties from exercising any of their respective rights to terminate the Term of Employment at any time in accordance with the terms of this Agreement or from delivering Notice of Non-Renewal pursuant to Section 1. Further, nothing in this Section shall be deemed as a waiver by Executive of his right to unpaid leave under the Family and Medical Leave Act of 1993, the Americans with Disabilities Act of 1990, or any analogous provision of state law.

Disability. Employer In the event of the Executive’s Disability as hereinafter defined, the employment of the Executive may terminate Employee’s employment under this Agreement be terminated by the Company, effective upon the Disability Termination Date (as defined below). In such event, the Company shall pay the Executive an amount equivalent to thirty percent (30%) of Employeethe Executive’s Base Salary for a one year period, which amount shall be paid in one lump sum within 45 days following the Executive’s “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 termination date 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 a termination 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 this Agreement pursuant to this Section 4.2 shall be thirty percent (30%) of the date specified by Employer in a notice to EmployeeExecutive’s Base Salary. In the event of Employee’s Disabilitythe 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 (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the collectively “Initial Disability PeriodAwards”), and as such Awards are defined in the 2014 LTIP (ii) following such Initial Disability Periodor any applicable successor or predecessor plan of the Company), if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition granted to the Accrued Obligations and Executive shall be subject to the provisions regarding vesting 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 transferability in which the 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 termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except those circumstances as are set forth in the applicable award agreementagreement 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 Company’s benefit programs and other plans then in effect, the Executive shall not be entitled to any compensation or benefits from the Company or hereunder. “Disability,” for purposes of this Agreement, shall mean the Executive’s incapacity due to physical or mental illness causing the Executive’s complete and full-time absence from the Executive’s duties, as defined in Paragraph 2, for either a consecutive period of more than six months or at least 180 days within any 270-day period.

Disability. Employer may terminate Employee’s employment (i) If, while employed during the Employment Term, Executive becomes “disabled” within the meaning of such term under this Agreement upon the Disability short-term disability (“STD”) program in which OUTFRONT senior executives are eligible to participate (such condition is referred to as defined below) of Employee. The termination date for a “Disability” or being “Disabled”), Executive will be considered to have experienced a termination of this Agreement pursuant to this Section 4.2 shall be employment with OUTFRONT as of the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue he first becomes eligible to receive Employee’s Base Salary for ninety benefits under any long-term disability (90“LTD”) days program in which OUTFRONT senior executives are eligible to participate or, if he does not become eligible to receive benefits under such OUTFRONT LTD program, he has not returned to work by the six (6) month anniversary of his Disability onset date. Except as provided in this paragraph 7(c), if Executive becomes Disabled while employed during the Employment Term, Executive will exclusively receive compensation under the Employer’s short term disability policySTD program in accordance with its terms and, which may be amended or modified thereafter, under the LTD program in the Employer’s discretion upon written notice accordance with its terms, provided he is eligible to Employee (the “Initial Disability Period”), and receive LTD program benefits. (ii) following such Initial Disability PeriodNotwithstanding the foregoing, if EmployeeExecutive has not returned to work by December 31st of a calendar year during the Employment Term, he will receive bonus compensation for the calendar year(s) during the Employment Term in which he receives compensation under the STD program, determined as follows: (A) for the portion of the calendar year from January 1st until the date on which Executive first receives compensation under the STD program, bonus compensation shall be determined in accordance with the EBP (i.e., based upon achievement of company performance goals and the Compensation Committee’s Disability continuesgood faith estimate of Executive’s achievement of his personal goals) and prorated for such period; and (B) for any subsequent portion of that calendar year and any portion of the following calendar year in which Executive receives compensation under the STD program, bonus compensation shall be in an amount equal to his target bonus and prorated for such period(s). Bonus compensation under this paragraph 7(c)(ii) shall be paid, less applicable deductions and withholding taxes, between January 1st and February 28th of the Employer may terminate Employee’s employment immediately upon written noticecalendar year following the calendar year to which such bonus compensation relates. If EmployeeExecutive will not receive bonus compensation for any portion of the calendar year(s) during the Employment Term while he receives benefits under the LTD program. For the periods that Executive receives compensation and benefits under the STD and LTD programs, such compensation and benefits and the bonus compensation provided under this paragraph 7(c)(ii) are in lieu of salary and bonus under paragraphs 2(a) and (b). (iii) Further, subject to the release requirement in paragraph 20, if Executive’s employment is terminated due to his “Permanent Disability” (as defined in the then current LTIP), all outstanding equity awards granted to Executive in connection with EmployeeExecutive’s Disability, in addition to the Accrued Obligations employment with OUTFRONT shall accelerate and subject to and conditioned vest immediately 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 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 termination date; and (B) all time-based Equity Awards granted to Employee by Pediatrix prior to such termination of Employeeemployment and be settled as soon as administratively feasible (no later than ten (10) business days thereafter). (iv) Notwithstanding the foregoing, Executive shall be entitled to receive any Accrued Amounts should Executive’s employment shall immediately become fully vested, 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 end of the applicable performance period (the “Equity Acceleration”be terminated due to his Disability pursuant to this paragraph 7(c), except as set forth in the award agreement.

Disability. Employer may terminate Employee’s employment under this Agreement upon If the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If EmployeeExecutive’s employment is terminated in connection with Employeeby reason of the Executive’s DisabilityDisability during the Employment Term, in addition this Agreement shall terminate without further obligations to the Executive, except that the Company shall pay or provide the Accrued Obligations and subject the Other Benefits. The Accrued Obligations shall be paid to the Executive as follows: the amount in subparagraph A(1) of Section 6(a)(i) shall be paid in a lump sum in cash on the next regular payroll date; the amount in subparagraph A(2) of Section 6(a)(i) shall be paid in a lump sum in cash on the first business day after the six-month anniversary of the Termination Date, with simple interest from the Termination Date to the date of payment computed at the rate paid on money market accounts by M&I ▇▇▇▇▇▇▇▇ & Ilsley Bank, or its successor; and conditioned on Employee’s compliance the Other Benefits, as provided herein, shall be paid in accordance with the terms of the relevant plans; provided, however, that to the extent required by Section 5 hereof409A of the Code, Employee shall the commencement of such Other Benefits will be eligible delayed to receive (A) the first day of the seventh month after the Termination Date, at which time any delayed payments will be made in a bonus lump sum, with respect simple interest from the Termination Date to Employer’s fiscal year in which the 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 payment computed at the rate paid on money market accounts by three hundred sixty five (365M&I ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Bank, or its successor. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(c) (a “Pro-Rated Bonus”) payable within thirty (30) days of the termination 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, non-forfeitable and, if applicable, exercisableinclude, and all performance-based shares awardsthe Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its affiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, shall remain outstanding as in effect generally with respect to other peer executives and shall vest based upon actual performance determined their families at any time during the end twelve (12) month period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementCompany and its affiliated companies and their families.

Disability. Employer may terminate EmployeeThe Executive’s employment hereunder may be terminated by the Employer upon 45 days written notice from the Employer following the determination, as set forth immediately below, that he suffers from a Permanent Disability. For purposes of this Agreement, “Permanent Disability” means a disability that, in the opinion of the Employer, renders, or will render, the Executive unable to perform his duties under this Agreement upon the Disability (as defined below) by reason of Employee. The termination date any medically determinable impairment, which can be expected to result in death, or which has lasted or can be expected to last, for a termination continuous period of this Agreement pursuant to this Section 4.2 shall be at least twelve months. If the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under Executive disagrees with the Employer’s short term decision that the Executive’s disability policyrenders or will render him unable to perform his duties under this Agreement, which may such dispute shall be amended or modified in resolved by a panel of three physicians: one physician to be chosen by the Employer’s discretion upon written notice , one physician to Employee be chosen by the Executive, and a third physician to be chose by the first two physicians. Each physician shall have the opportunity to examine the Executive and the decision of a majority of the physicians on the panel shall be binding on the Employer and the Executive, and shall be rendered within 45 days after the third physician is appointed to the panel. The cost of the physicians shall be paid by the Employer. During any period that the Executive fails to perform his duties hereunder as a result of a Permanent Disability (the “Initial Disability Period”), and (ii) following the Executive will continue to receive his Base Salary at the rate then in effect for such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s period until his employment is terminated in connection with Employee’s Disabilitypursuant to this subparagraph; provided, in addition however, that payments of Base Salary so made to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee shall Executive will be eligible to receive (A) a bonus with respect to Employer’s fiscal year in which the termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, multiplied reduced 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 sum of the termination 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, non-forfeitable and, if applicable, exercisable, and all performance-based shares awardsamounts, if any, shall remain outstanding and shall vest based upon actual performance determined that were payable to the Executive at or before the end time of any such salary payment under any disability benefit plan or plans of the applicable performance period (Employer and that were not previously applied to reduce any payment of Base Salary. In the “Equity Acceleration”)event that the Employer elects to terminate the Executive’s employment pursuant to this subparagraph, except as set forth in the award agreement.Executive will be entitled to the following payments and benefits:

Disability. Employer may If during the Employment Term Executive shall be unable to substantially perform his duties hereunder because of illness or other incapacity constituting a disability as defined in Section 409A of the Code (referred to hereafter as “Disability”), and such Disability shall persist for a period of at least six months in any 12 month period, State Auto shall thereafter have the right, on not less than 45 days’ written notice to Executive, to terminate EmployeeExecutive’s employment under this Agreement upon Agreement, in which case the Disability date of Executive’s separation from service (as defined belowin Section 409A of the Code) shall be not less than the 45th day following the date of written notice. In such event, in addition to any other benefits to which Executive would be entitled, State Auto shall be obligated to pay Executive his full compensation pursuant to Sections (A), (B), and (C) of EmployeeArticle IV hereof accruing through the date of such separation from service and per the terms of the applicable plan or program. The termination date for a termination A determination of this Agreement pursuant to this Section 4.2 Disability shall be subject to the date specified certification of a qualified medical doctor agreed to by Employer State Auto and Executive or, in a notice to Employee. In the event of EmployeeExecutive’s incapacity to designate a qualified medical doctor, by Executive’s legal representative. If State Auto and Executive (or his legal representative, as the case may be) fail to agree upon a qualified medical doctor, each party shall nominate a qualified medical doctor and the two doctors shall select a third doctor, who shall make the determination as to Disability. In addition to the foregoing disability compensation described in this Article V Section (A), (i) Employee Executive shall continue to receive Employee’s Base Salary for ninety (90) days under such health insurance benefits or their equivalent as he and his spouse receive on the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s date of Disability, as well as such group life insurance as Executive has in addition place on his life, as of the date of Disability, pursuant to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee such plans as are generally made available to State Auto employees. Executive’s compensation and other benefits described in Article IV shall be eligible to receive (A) a bonus with respect to Employer’s fiscal year reinstated in which the termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, multiplied by the number of days full in the fiscal year prior event of his return 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 termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementwith State Auto.

Disability. Employer may terminate Employee’s employment under this Agreement upon the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee Termination by the Company of Executive’s employment based on “Disability” shall continue occur if: (A) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than twelve (12) months; (B) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than twelve (12) months, Executive is receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company; or (C) Executive is determined to be totally disabled by the Social Security Administration. Executive shall be entitled to receive Employee’s Base Salary for ninety (90) days benefits under the Employer’s any short or long-term disability policy, which may be amended or modified in plan maintained by the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and Company. (ii) following such Initial Disability PeriodThe Company shall pay Executive, if Employee’s Disability continuesas disability pay, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 termination date occurs, monthly payment equal to Employeethree-quarters ( 3/4) of Executive’s minimum Target Bonus monthly rate of base salary, plus any bonus paid to Executive 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 preceding year. These disability payments shall commence within thirty (30) days of the date of Executive’s termination datedue to Disability and will end on the earlier of (A) the date Executive returns to the full-time employment of the Company in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between Executive and the Company; and (B) all timethe date the Executive begins full-based Equity Awards granted time employment with another employer; (C) the date Executive attains the normal age of retirement (as defined in the Company’s defined benefit pension plan) or begins receiving benefits under any substitute retirement plan adopted by the Company; or (D) the date of Executive’s death. Notwithstanding any other provision to Employee the contrary, the Company’s obligation for any payments required to be made under this Section 8(c) shall be reduced by Pediatrix any proceeds received by Executive from disability income insurance or any other disability policy or plan maintained by the Company for Executive which was paid for by the Company as partial satisfaction of its obligation under this Section 8(c). (iii) The Company shall cause to be continued life insurance and non-taxable medical and dental coverage substantially identical to the coverage maintained by the Company for Executive prior to his termination for Disability. This coverage shall cease upon the earlier of Employee’s (A) the date Executive returns to the full-time employment shall immediately become fully vested, 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 end of the applicable performance period (the “Equity Acceleration”)Company, except as set forth in the award agreementsame capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between Executive and the Company; (B) the date Executive begins full-time employment with another employer; (C) the date Executive attains the normal age of retirement or begins receiving benefits under the Company’s retirement plan; or (D) the date of Executive’s death. (iv) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to Executive during any period during which Executive is incapable of performing his duties hereunder by reason of temporary disability.

Disability. Employer may terminate Employee’s employment under this Agreement Disability is defined as the condition resulting from the sickness or injury of an employee, which prevents such employee from doing each of the material duties of his or her regular occupation. Disability benefits as defined hereunder shall commence on the tenth (10th) consecutive day following the beginning of the absence of the employee, or upon the exhaustion of all accumulated sick leave, whichever date is last. Provided, however, that an employee shall not be entitled to disability benefits for disability resulting from sickness or injury that was diagnosed and/or treated within six (6) months before the commencement of an employee's employment with the district or which disability commences during the first twelve (12) months of "employment" with the district. Provided, further, that an employee will not be entitled to disability benefits if the sickness or injury resulting in disability is caused or substantially caused as a result of other employment. Disability benefits shall terminate on the second anniversary of the beginning of the absence unless, at that date, the employee is totally disabled. An employee is totally disabled if the employee is then unable to perform each of the material duties of any occupation for which he or she is reasonably suited by training, education, or experience. Disability benefits will also terminate at an employee's death if the disability is caused by a non-work connected accident. Otherwise, disability benefits will also terminate on the June thirtieth (as defined below30th) following or being the seventieth (70th) birthday of Employeethe employee. The termination date Disability benefits shall be reduced by the full amount received by the disabled employee for a termination of this Agreement benefits paid to him or her under workers' compensation, social security, or the New Hampshire retirement system. An employee who, prior to his or her disability, has requested and been granted early retirement pursuant to this Section 4.2 agreement shall not be entitled to disability benefits. An employee whose disability commences while he or she is on leave, including the normal school summer recess period, shall not be entitled to disability benefits until the expiration of such leave. All entitlements to disability benefits which are the responsibility of a third party insurance carrier shall not be subject to the grievance and arbitration procedure of this agreement unless agreed to by the carrier. All determinations by the carrier shall be final and binding upon the date specified by Employer in a notice to Employee. In the event of Employee’s Disabilityemployee, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition subject to the Accrued Obligations and subject rights of the employee to and conditioned on Employee’s compliance with appeal in any fashion the terms determination of Section 5 hereof, Employee shall the carrier. A disabled employee receiving disability benefits hereunder acknowledges the district's right to be eligible to receive (A) a bonus with respect to Employer’s fiscal year in which the termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, multiplied reimbursed by the number of days in insurance carrier for all amounts paid directly to the fiscal year prior to employee by the district and including which are covered by the date of termination and divided disability insurance policy maintained by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days of the termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementdistrict.

Disability. Employer may terminate Employee’s If the Executive's employment under this Agreement upon with the ---------- Company is terminated on account of the Executive's Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 5(b), the Company shall be as soon as practicable pay the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Executive any Base Salary for ninety (90accrued and due to the Executive under Section 4(a) days under through the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), Executive's Date of Termination and (ii) following such Initial Disability Period, if Employee’s Disability continuesprorated MIP payment, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 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 termination 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, non-forfeitable and, if applicable, exercisable, and all performance-based shares awardsamount, if any, of which shall remain outstanding and shall vest based upon actual performance be determined at in the end sole discretion of the applicable performance period (Compensation Committee. The Company shall provide the “Equity Acceleration”Executive through the Executive's Date of Termination with continued participation in the employee benefit plans provided to the Executive pursuant to Section 4(c) as of the Executive's Date of Termination. Other than the foregoing, the Company shall have no further obligations to the Executive hereunder. By the Company for Cause or By the Executive Without Good Reason. If ---------------------------------------------------------------- the Executive's employment with the Company is terminated by the Company for Cause pursuant to Section 5(c) or by the Executive without Good Reason pursuant to Section 5(f), except the Company shall as set forth soon as practicable pay the Executive any Base Salary accrued and due to the Executive under Section 4(a) through the Executive's Date of Termination and the Executive shall forfeit his entire then unpaid MIP payment(s), if any. The Company shall provide the Executive through his Date of Termination with continued participation in the award agreement.employee benefit plans provided to the Executive pursuant to Section 4(c) as of his Date of Termination. Other than the foregoing, the Company shall have no further obligations to the Executive hereunder. Termination By the Company Without Cause or By the Executive for Good --------------------------------------------------------------------- Reason. If the Executive's employment with the Company is terminated by the ------ Company (other than for Disability or Cause), or by the Executive for Good Reason pursuant to Section 5(d), then the Company shall:

Disability. Employer may terminate Employee’s If during the term of employment under this Agreement upon the Disability (as defined below) of Employee. The termination date for a 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 deduct from all payments to be made to the Executive during the Disability Period pursuant to this Section 4.2 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 extent that, proceeds paid to the Executive from 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 date specified by Employer in a notice to Employee. In the event product of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), such payments and (ii) following 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 Initial payments. All payments made under this Section 5 after the Disability Date are intended to be disability payments, regardless of the manner in which they are computed. If a Disability Date occurs during the Advisory Period, if Employee’s Disability continuesthe Company shall pay to the Executive the full amount of the Advisory Period compensation in accordance with Section 13 through the Term Date without regard to the preceding two sentences. Except as otherwise provided in this Section 5, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disabilityduring the Disability Period and the Advisory Period, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee Executive shall be eligible entitled to receive (A) a bonus with respect to Employer’s fiscal year in which the 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 all of the termination date; rights and (B) all time-based Equity Awards granted to Employee by Pediatrix prior to termination benefits provided for in this Agreement, except that Section 4.2 shall not apply during the Disability Period and the term of Employee’s employment shall immediately become fully vested, non-forfeitable andor, if applicable, exercisable, the Advisory Period shall end and all performance-based shares awards, if any, the Executive shall remain outstanding cease to be an employee of the Company on the Term Date and shall vest based upon actual performance determined at the end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementnot be entitled to notice and severance or to receive or be paid for any accrued vacation time or unused sabbatical.

Disability. Employer may terminate Employee’s employment under this Agreement upon (a) During the Disability (Term of Employment, as defined below) of Employee. The termination date for a termination of this Agreement pursuant well as during the Severance Period, the Executive shall be entitled to disability coverage as described in this Section 4.2 shall be the date specified by Employer in a notice to Employee8(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 Employee’s Disabilityhis 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 attainment of age 65 or (B) the Executive's commencement of retirement benefits from the Company in accordance with Section 10(f) below. If (i) Employee shall continue the Executive ceases to receive Employee’s Base Salary for ninety be disabled during the Term of Employment (90) days under the Employer’s short term disability policy, which may be amended or modified as determined in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance accordance with the terms of the Long-Term Disability Plan), (ii) the positions set forth in Section 5 hereof3(a) are then vacant and (iii) the Company requests in writing that he resume such positions, Employee he may elect to resume such positions by written notice to the Company within 15 days after the Company delivers its request. If he resumes such positions, he shall thereafter be entitled to his Base Salary at the annual rate in effect on the Commencement Date and, for the year he resumes his positions, a pro rata annual incentive award. If he ceases to be disabled during the Term of Employment and does not resume his positions in accordance with the preceding sentence, he shall be eligible treated as if he voluntarily terminated his employment pursuant to receive Section 10(d) as of the date the Executive ceases to be disabled. If the Executive is not offered such positions after he ceases to be disabled during the Term of Employment, he shall be treated as if his employment was terminated Without Cause pursuant to Section 10(c) as of the date the Executive ceases to be disabled. (Ab) The Executive shall be entitled to a bonus with respect to Employer’s fiscal pro rata annual incentive award for the year in which the termination date occursCommencement Date occurs based on 55% of Base Salary paid to him during such year prior to the Commencement Date, equal payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to Employee’s minimum Target Bonus any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his positions in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award 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 termination 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, non-forfeitable and, if applicable, exercisable, and all performance-based shares awards, if any, shall remain outstanding he resumes such positions and shall vest based upon actual performance determined at thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the end 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 applicable performance period (Commencement Date, including without limitation, the “Equity Acceleration”)benefits and entitlements referred to in Sections 6 and 7 above, except as set forth in that the award agreementExecutive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. Employer may terminate Employee’s employment (i) During any period of disability, illness or incapacity during the term of this Agreement which renders the Executive at least temporarily unable to perform the services required under this Agreement, the Executive shall receive the Base Salary payable under Section 3(a) of this Agreement upon plus any cash bonus compensation earned pursuant to the Disability provisions of any incentive compensation plan then in effect but not yet paid, less any cash benefits received by him under any disability insurance carried by or provided by the Company. Upon the Executive's "Permanent Disability" (as defined below), which Permanent Disability continues during the payment periods specified herein, the Company shall pay to the Executive for the period of time specified below an amount (the "Disability Payment") of Employee. The termination date for a termination of this Agreement pursuant equal to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s sum of (A) the Base Salary for ninety paid in the same monthly or other period installments as in effect at the time of the Executive's Permanent Disability plus (90B) days an amount equal to the target level of the annual cash bonus payable to the Executive under the Employer’s short term disability policyCompany's Management Incentive Compensation Plan as described on Exhibit A or any similar bonus or incentive plans or programs then in effect (the "MICP Target Amount") in respect of the fiscal year during which the Executive's Permanent Disability occurred, which may MICP Target Amount shall be amended or modified paid in pro rata equal monthly installments over the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and period of time specified below (ii) reduced by the amount of any monthly payments under any policy of disability income insurance paid for by the Company which payments are received during the time when any Disability Payment is being made to the Executive following such Initial Disability Period, if Employee’s the Executive's Permanent Disability. For so long as the Executive's Permanent Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition Disability Payment shall be paid by the Company to the Accrued Obligations Executive in equivalent installments at the same time or times as would have been the case for payment of Base Salary over the unexpired term of this Agreement if the Executive had not become permanently disabled and subject to and conditioned on Employee’s compliance with had remained employed by the terms of Section 5 hereofCompany hereunder, Employee but in no case shall such period exceed 72 months. The Executive may be eligible entitled to receive (A) a bonus with respect to Employer’s fiscal year in payments under any disability income insurance which the termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, multiplied may be carried by or provided by the number of days Company from time to time. Upon "Permanent Disability" (as that term is defined in the fiscal year prior to and including the date of termination and divided by three hundred sixty five (365Section 7(b) (a “Pro-Rated Bonus”ii) payable within thirty (30below) days of the termination 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, 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 end of the applicable performance period (the “Equity Acceleration”)Executive, except as set forth provided in this Section 7(b) all rights of the award agreementExecutive under this Agreement (other than rights already accrued) shall terminate.

Disability. Employer (i) During the term hereof, the Company may terminate Employeethe Executive’s employment under this Agreement hereunder, upon the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employeethe Executive, in the event that the Executive 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 perform substantially all of his duties and responsibilities hereunder, with or without reasonable accommodation, for 120 days during any period of 365 consecutive calendar days. In Subject to Section 6, in the event of Employeesuch termination, the Company shall have no further obligation to the Executive, other than for payment of the Final Compensation, the vesting and, subject to Sections 5(i) and 5(j) below, settlement of the LTI Award within 10 days following the Executive’s Disabilitytermination of employment in accordance with the provisions of Section 5(a), and any legal obligations to make health insurance coverage available to the Executive, at the Executive’s expense, under COBRA; provided that if the Executive’s termination of employment occurs prior to December 31, 2010, the Executive shall not be entitled to the vesting and settlement of the LTI Award, which shall instead be immediately forfeited and cancelled as of the date of such termination. (iii) Employee The Parent Designated Officer in consultation with the Remuneration Committee may designate another employee to act in the Executive’s place during any period of the Executive’s disability. Notwithstanding any such designation, the Executive shall continue to receive Employee’s the Base Salary for ninety (90in accordance with Section 4(a) days and benefits in accordance with Section 4(e), to the extent permitted by the then-current terms of the applicable benefit plans, until the termination of his employment; provided that such Base Salary shall be reduced by any disability income benefits the Executive receives under the EmployerCompany’s short term disability policy, which may be amended or modified in income plan. (iii) While receiving disability income payments under the EmployerCompany’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continuesdisability income plan, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated Executive shall continue to participate in connection Company benefit plans in accordance with Employee’s Disability, in addition to the Accrued Obligations Section 4(e) and subject to and conditioned on Employee’s compliance in accordance with the terms of Section 5 hereofsuch plans, Employee shall be eligible to receive (A) a bonus with respect to Employer’s fiscal year in which until the termination date occursof his employment. (iv) If any question shall arise as to whether during any period the Executive is disabled through any illness, equal injury, accident or condition of either a physical or psychological nature so as to Employee’s minimum Target Bonus for be unable to perform substantially all of his duties and responsibilities hereunder, the year Executive may, and at the request of terminationthe Company shall, multiplied submit to a medical examination by a physician selected by the number of days in Company to whom 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 termination 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, non-forfeitable and, if applicable, exercisable, and all performance-based shares awardsExecutive or his duly appointed guardian, if any, has no reasonable objection to determine whether the Executive is so disabled. If the Executive or his duly appointed guardian reasonably objects to the physician selected by the Company, the Executive or his duly appointed guardian and the Company shall remain outstanding and mutually select an independent physician. The determination by any physician selected under this section shall vest based upon actual performance determined at for the end purposes of this Agreement be conclusive of the applicable performance period (issue. In any event, if the “Equity Acceleration”)Executive shall fail to submit to a medical examination under this section, except as set forth in the award agreementCompany’s determination of the issue shall be binding on the Executive.

Disability. Employer may terminate Employee’s employment under this Agreement upon After the first six (6) months of continuous disability, long-term disability benefits as described below shall become effective. Disability shall be defined as: "being unable due to sickness, bodily injury or pregnancy to perform any occupation for which you are reasonably suited by education, training or experience." The University shall provide each full-time faculty member of the bargaining unit with disability insurance that provides a benefit, including coordination with Social Security and workers’ compensation benefits, of sixty-six and two-thirds (as defined below66.67%) percent of Employeebase salary at the date of disability up to a maximum benefit of nine thousand ($9,000) dollars per month. The termination date benefit shall also be offset by amounts earned in salary from employment other than work that could have been performed in addition to a faculty member’s full-time teaching responsibilities. The premium paid by the University for disability insurance shall be considered income for the faculty member and shall be included in the faculty member’s taxable income reported to the IRS, subject to the IRS code and all other applicable laws and regulations. The University shall grant a faculty member who is receiving long term disability benefits a general leave for a termination period not to exceed three (3) years or the period of disability, if it is less. Faculty members receiving such disability benefits shall be notified of the availability of this Agreement pursuant leave and shall have one (1) year from the date of receipt of the notice to request the leave. All faculty on such leave may return if they recover within this Section 4.2 period of time. It is the responsibility of the faculty member to keep the Human Resources Department of the University informed of his/her status. If a faculty member is able to return to teaching within this period of time, teaching and compensation shall re-commence at the start of the first semester following recovery. The disability insurance shall provide that, should a faculty member become disabled, any necessary provision shall be the date specified by Employer in a notice made to Employee. In the event of Employee’s Disability, (i) Employee insure that retirement contributions shall continue to receive Employee’s Base Salary be made for ninety (90) days under that faculty member until such time as the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 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 termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementfaculty member reaches normal retirement age.

Disability. Employer may terminate EmployeeIf as a result of incapacity due to physical or mental illness or injury, Executive shall have been absent from Executive’s employment under this Agreement upon the Disability duties hereunder for six (as defined below6) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disabilityconsecutive months, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 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 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), the Company may terminate Executive’s employment hereunder provided Executive is unable to substantially perform his duties hereunder at the conclusion of such notice period (a “Disability”), as determined by a physician mutually selected by the parties hereto. In the event the Executive’s employment is terminated as a result of Disability, Executive shall receive from the Company, in a lump-sum payment due within ten (10) days of the termination date; effective date of termination, an amount equal to the sum of the Base Salary and (B) all time-based Equity Awards granted to Employee by Pediatrix prior to termination of Employee’s employment shall immediately become fully vested, non-forfeitable and, if applicable, exercisable, and all performance-based shares awardsbonus, if any, shall remain outstanding and shall vest based upon actual performance determined at 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 performance 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 Disability, 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 “Equity Acceleration”)benefits described above, except as set forth in no further compensation or benefits shall be due or owing upon the award agreementExecutive’s termination due to a Disability.

Disability. Employer may terminate Employee’s employment under this Agreement upon Following the Disability (as defined below) use of Employee. The termination date for a termination of this Agreement pursuant all sick days to this Section 4.2 shall be which the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days Executive is entitled under the Employerpolicies applicable to the Company’s short term disability policysenior executives, which may be amended or modified in while he is Disabled until the Employer’s discretion upon written notice to Employee Date of Termination (the “Initial Disability Period”), and the Company shall, in lieu of payment of his Base Salary, pay the Executive (i) a disability benefit equal to 50% of the Base Salary that he would otherwise be entitled to receive for the Disability Period; (ii) following such Initial Disability Periodsubject to the terms and conditions of the applicable Company fringe benefit or incentive compensation plan or program, all other unpaid amounts, if Employeeany, to which the Executive is entitled as of the Executive’s Disability continuesdate of disability, under any Company fringe benefit or incentive compensation plan or program, at the Employer may terminate Employeetime such payments are due (including, without limitation, any Annual Bonus to the extent unpaid in respect of the calendar year ending prior to the date of the Executive’s employment immediately upon written notice. If Employeedisability); (iii) the Executive’s employment is terminated in connection with Employeefull Base Salary that would have been payable to the Executive from the Executive’s DisabilityDate of Termination through the Expiration Date, in addition a lump sum within forty-five (45) days after such Date of Termination; and (iv) an amount equal to the Accrued Obligations and subject to and conditioned on Employee’s compliance with product of the terms of Section 5 hereof, Employee shall be eligible to receive (A) a bonus with respect to Employer’s fiscal target Annual Bonus for the calendar year in which the termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, Executive became Disabled multiplied by a fraction the numerator being the number of days in the fiscal calendar year of his termination due to his becoming Disabled prior to the commencement of the Disability Period, and including the date of termination and divided by three hundred sixty denominator being 365, in a lump sum within forty-five (365) (a “Pro-Rated Bonus”) payable within thirty (3045) days after such Date of Termination; provided, however, that any payments made to the Executive during the Disability Period shall be reduced by any amounts paid or payable to the Executive under any Company disability benefit plans. Subject to the terms of this Agreement, 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 Disabled, the Company may refer the same to a licensed practicing physician of the termination date; and (B) all time-based Equity Awards granted to Employee by Pediatrix prior to termination of EmployeeCompany’s employment shall immediately become fully vested, non-forfeitable and, if applicable, exercisablechoice, and all performance-based shares awardsthe Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. During the period in which the Executive is Disabled, if any, shall remain outstanding and shall vest based upon actual performance determined at the end of Company may appoint a temporary replacement to assume the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementExecutive’s responsibilities.

Disability. Employer The Company shall 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 obligations hereunder for a total of 180 days in any 12-month period. The Company shall rely upon a certification performed by the Company's disability insurer or by a physician jointly chosen by the Executive's doctor and the Company's 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 Employee’s the Executive's employment if the Executive shall become entitled to benefits under this Agreement upon the Disability (Company's disability plan as defined below) of Employeethen in effect. The Upon any termination date for a termination of this Agreement pursuant to this Section 4.2 5.2, the Company shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue pay to receive Employee’s the Executive any unpaid Base Salary for ninety (90) days under through the Employer’s short term disability policyeffective date of termination specified in such notice, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Periodpay to the Executive the Executive's accrued but unpaid Incentive Compensation, if Employee’s Disability continuesany, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned for any Bonus Period ending 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 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 or before the date of termination and divided by three hundred sixty five of the Executive's employment with the Company, (365iii) continue to pay the Executive through the date which is six (6) months after the termination (but no later than the Expiration Date) (a “Pro-Rated Bonus”) payable within thirty (30) days the "Continuation Period"), an amount equal to the Base Salary the Executive was receiving at the time of the termination date; Executive's Disability, such amount to be paid in the manner and at such times as the Base Salary otherwise would have been payable to the Executive, and (Biv) all time-based Equity Awards granted continue to Employee by Pediatrix prior pay the Executive Incentive Compensation and continue to termination provide the Executive with the benefits the Executive was receiving under Section 4.2 hereof (the "Benefits") through the Continuation Period (to the extent permitted under the terms of Employee’s employment shall immediately become fully vested, non-forfeitable and, if applicable, exercisableapplicable insurance and other benefit programs of the Company then in effect and covering the Executive, and all performance-based shares awards, if any, provided further that the Company shall remain outstanding and shall vest based upon actual performance determined at not take any affirmative action from the time of giving notice of termination to the Executive through the end of the applicable performance period (Continuation Period which would cause the “Equity Acceleration”)relevant insurance and other benefits available to the Executive to be reduced or eliminated) following the termination of the Executive's employment with the Company, except as set forth in the award agreementmanner and at such times as the compensation or Benefits otherwise would have been payable or provided to the Executive, provided that the amounts payable to the Executive pursuant to the foregoing clauses (i) through (iv) shall be reduced by the amount actually paid to the Executive pursuant to the disability insurance referred to in Section 4.2 hereof. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Section 4.1).

Disability. Employer may terminate Employee’s employment under this Agreement upon If prior to the Disability (as defined below) expiration of Employee. The termination date for a termination the Term of this Agreement pursuant to this Section 4.2 Employment, the Executive shall be the date specified by Employer in prevented, during a notice to Employee. In the event continuous period of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), from performing his duties by reason of “disability,” the Corporation may terminate this Agreement, in which event the Executive shall receive: (i) his Base Salary accrued to the date upon which any determination of disability shall have been made as hereinafter provided, and continuing until the date on which disability income payments commence under the Parent Company’s long term disability plan (or the beginning of Social Security disability income, if sooner), which Base Salary payment may be reduced by the amount of any disability income payments the Executive may receive in connection with such occurrence of disability during the Disability Period under any policy or plan carried or maintained by or on behalf of the Corporation and under which the Executive is a beneficiary or participant, and (ii) following any Bonus that would have been payable at the time of such Initial Disability Periodtermination for disability pursuant to Section 3(a)(iii). The Executive shall continue to have the right to receive the greater of her Current Benefits, or benefits, if Employee’s Disability continuesany, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated under any Corporation Plans, but only in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance accordance with the terms of Section 5 hereof, Employee such plan or policy as they apply to persons whose employment has been terminated as a result of an employee’s permanent disability. Such payments shall be eligible made to receive (A) a bonus the Executive in accordance with respect to Employer’s its normal payroll policies and schedule, except for payment of the current fiscal year Bonus which shall be made at the end of the fiscal year in which the termination date occursDisability Period arose. For purposes of this Agreement, equal the Executive shall be deemed to Employee’s minimum Target Bonus for have become disabled when the year Board 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 Directors of the termination date; and Corporation (B) all time-based Equity Awards granted to Employee by Pediatrix prior to termination excluding the Executive or any of Employeehis affiliates), upon the diagnosis of a reputable, licensed physician of the Corporation’s employment shall immediately become fully vestedchoice, non-forfeitable and, if applicable, exercisable, and all performance-based shares awards, if anyin consultation with the Executive’s primary physician, shall remain outstanding have determined that the Executive shall have become unable to perform his duties under this Agreement, whether due to physical or mental incapacity or to infirmity caused by chronic alcoholism or drug use (excluding infrequent and temporary absences due to ordinary illness); provided that such incapacity shall vest based upon actual performance determined at the end have continued uninterrupted for a period of the applicable performance period not less than ninety (the “Equity Acceleration”), except as set forth in the award agreement90) days.

Disability. Employer may terminate Employee’s employment under this Agreement upon (a) During the Disability (Term of Employment, the Executive shall be entitled to disability coverage as defined below) of Employee. The termination date for a termination of this Agreement pursuant to described in this Section 4.2 shall be the date specified by Employer in a notice to Employee7(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 Employeehis 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 Disability, long-term disability benefits (“Commencement Date”) for a period beginning on the Commencement Date and ending with the Executive’s attainment of age 65. If (i) Employee shall continue the Executive ceases to receive Employee’s Base Salary for ninety be disabled during the Term of Employment (90) days under the Employer’s short term disability policy, which may be amended or modified as determined in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance accordance with the terms of the Long-Term Disability Plan), (ii) the positions set forth in Section 5 hereof2(a) are then vacant and (iii) the Company requests in writing that he resume such positions, Employee he may elect to resume such positions by written notice to the Company within 15 days after the Company delivers its request. If he resumes such positions, he shall thereafter be entitled to his Base Salary at the 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 Base Salary for such year. If he ceases to be disabled during the Term of Employment and does not resume his positions in accordance with the preceding sentence, he shall be eligible treated as if he voluntarily terminated his employment pursuant to receive Section 9(e) as of the date the Executive ceases to be disabled. If the Executive is not offered such positions after he ceases to be disabled during the Term of Employment, he shall be treated as if his employment was terminated Without Cause pursuant to Section 9(c) as of the date the Executive ceases to be disabled. (Ab) The Executive shall be entitled to a bonus with respect to Employer’s fiscal pro rata Annual Incentive Award at 75% of Base Salary for the year in which the termination date Commencement Date occurs, equal payable in accordance with the terms of the annual incentive compensation plan and at the time set forth in Section 4 hereof. The Executive shall not be entitled to Employee’s minimum Target Bonus 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 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 termination 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, non-forfeitable and, if applicable, exercisable, and all performance-based shares awards, if any, shall remain outstanding he resumes such positions and shall vest based upon actual performance determined at thereafter be entitled to Annual Incentive Awards in accordance with Section 4 hereof. (c) During the end period the Executive is receiving disability benefits pursuant to Section 7(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 applicable performance period (Commencement Date, including without limitation, the “Equity Acceleration”)benefits and entitlements referred to in Section 5 and 6 above, except as set forth in that the award agreementExecutive 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 Commencement Date.

Disability. Employer may terminate EmployeeThe Executive’s employment under this Agreement upon the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall Agreement may be the date specified terminated by Employer in a delivery of written notice to Employee. In the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable to perform the essential functions of Employee’s Disabilityhis regular duties and responsibilities, with or without reasonable accommodation, due to a Disability that has lasted (ior can reasonably be expected to last) Employee shall continue to receive Employee’s Base Salary for a period of ninety (90) consecutive days, or for a total of ninety (90) days under 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 written statement from a licensed physician selected or approved reasonably and in good faith by the Employer’s short term disability policy, which may be amended Board (or modified in any committee of the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”Board comprised solely of independent directors), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employeethe Executive’s employment is terminated in connection with Employee’s Disabilitypursuant to this Section 9(c), in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee shall Executive will be eligible entitled to receive (Ai) a 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 with respect related to Employer’s fiscal year 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, (iv) the amount of any target cash bonus for the Fiscal Year in which the termination date Date of Termination occurs, equal to Employee’s minimum Target Bonus for pro-rated based on 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 termination 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, 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 end portion of the applicable performance period Fiscal Year that the Executive worked for the Company, and (v) notwithstanding anything to the “Equity Acceleration”contrary in any equity incentive plan or agreement or the related award agreements, all options, restricted stock awards, restricted stock unit awards and any other equity awards (other than Performance Units), except as set forth which are then outstanding, to the extent not then vested, shall vest immediately. The amounts referred to in clauses (i) through (iii) above will be paid to the award agreementExecutive 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-v) will be paid or vested within sixty (60) days following the Date of Termination.

Disability. Employer may terminate Employee’s employment If the Employee becomes entitled to benefits under the terms of the then-current disability plan, if any, of the Company or the Bank (the "Disability Plan") or becomes otherwise unable to fulfill his duties under this Agreement upon the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 Agreement, he shall be entitled to receive such group and other disability benefits, if any, as are then provided by the date specified by Employer in a notice to EmployeeCompany or the Bank for executive employees. In the event of Employee’s Disabilitysuch disability, this Agreement shall not be suspended, except that (i) the obligation to pay the Salary to the Employee shall continue be reduced in accordance with the amount of disability Timberland Employment Agreement - 8 income benefits received by the Employee, if any, pursuant to receive Employee’s Base this paragraph such that, on an after-tax basis, the Employee shall realize from the sum of disability income benefits and the Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in same amount as he would realize on an after-tax basis from the Employer’s discretion upon written notice Salary if the obligation to Employee (pay the “Initial Disability Period”Salary were not reduced pursuant to this Section 7(f), ; and (ii) upon a resolution adopted by a majority of the disinterested members of the Board of Directors or the Committee, the Company and the Bank may discontinue payment of the Salary beginning six months following such Initial a determination that the Employee has become entitled to benefits under the Disability Period, if Plan or otherwise unable to fulfill his duties under this Agreement. If the Employee’s Disability continuesdisability does not constitute a disability within the meaning of Section 409A, then payments under this Section 7(f) shall not commence until the Employer may terminate earlier of the Employee’s employment immediately upon written noticedeath or the sixth month anniversary of the Employee’s Separation from Service, with any delayed payments being made with the first permissible payment. If the Employee’s employment disability does not constitute a disability within the meaning of Section 409A, and the Employee is terminated in connection with a “specified employee” within the meaning of Section 409A, then payments under this Section 7(f) shall not commence until the earlier of the Employee’s Disability, in addition to death or the Accrued Obligations and subject to and conditioned on sixth month anniversary of the Employee’s compliance Separation from Service, with any delayed payments being made 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 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 termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementfirst permissible payment.

Disability. Employer may terminate EmployeeThe Executive’s employment under pursuant to this Agreement upon may be terminated by written notice to the Disability 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 defined belowset forth in Section 3 by reason of physical or mental illness or accident for any six (6) of Employeeconsecutive 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. The termination date for a termination of this Agreement In the event the Executive’s employment is terminated pursuant to this Section 4.2 10(c), the Executive shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee shall be eligible entitled to receive (A) a bonus with respect to Employer’s fiscal year in which the termination date occursAccrued Obligations, 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 termination 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, non-forfeitable and, if the extent applicable, exercisablean amount equal to the Pro Rata Bonus, and all performance-based shares awards(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 remain outstanding 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 is terminated pursuant to this Section 10(c), all of the Executive’s options to purchase shares of capital stock of the Company 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 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 this Section 10(c), all of the Executive’s options to purchase capital stock of the Company which are vested as of the 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 vest based upon actual performance determined at then terminate, and the end Executive (or the Executive’s spouse or heirs) shall be permitted to exercise such options on a net basis (e.g., by satisfying the exercise price and withholding tax obligations having withheld a number of the applicable performance period (the “Equity Acceleration”option shares that have a fair market value equal to such obligations), except as set forth in the award agreement.

Disability. Employer may terminate Employee’s employment under this Agreement upon the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If EmployeeExecutive’s employment is terminated in connection with Employee’s Disability, in addition due to Disability upon or prior to the Accrued Obligations Expiration Date, the Company shall pay or provide the Executive (i) any unpaid Base Salary through the date of termination paid in accordance with the Company’s normal payroll policies as if the Executive were an employee; (ii) any Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination, paid when such Annual Bonus would have ordinarily been paid in accordance with the Bonus Plan; (iii) reimbursement for any unreimbursed expenses through the date of termination incurred and subject paid in accordance with the Company’s normal reimbursement procedures; (iv) any other amounts and benefits the Executive is entitled to and conditioned on Employee’s compliance receive under any employee benefit plan in accordance with the terms of Section 5 hereof, Employee the applicable plan (collectively items (i) through (iv) shall be eligible hereafter referred to receive as the “Accrued Amounts”); (Av) a bonus with respect to Employerpro-rata portion of the Executive’s Annual Bonus for the fiscal year in which the Executive’s termination date occurs, equal to Employee’s minimum Target Bonus occurs based on actual results for the fiscal year (determined by multiplying the amount of terminationsuch bonus which would be due for the full fiscal year by a fraction, multiplied by the numerator of which is the number of days in during the fiscal year of termination that the Executive is employed by the Company and the denominator of which is 365), paid when such Annual Bonus would have ordinarily been paid in accordance with the Bonus Plan (the “Pro Rata Bonus”); (vi) full vesting of all equity awards granted to the Executive on or after the Effective Date; (vii) subject to Section 25(b) hereof and solely to the extent the Executive does not otherwise receive such coverage under any other medical benefits available to the Executive as a result of his Disability, if the Executive timely elects continuation coverage (“COBRA Coverage”) under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for continuation of coverage under the Company’s group health insurance plans in which the Executive participated immediately prior to the date of termination (the “Health Plans”), the Company shall pay to the Executive monthly an amount equal to the difference of the Executive’s premium costs for such COBRA Coverage for the Executive and including the Executive’s dependents minus the active employee rate under the Health Plans (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) being paid by the Executive at the time of termination of employment, if any, until the earliest of (x) 18 months from the date of termination, (y) the Executive’s ceasing to have a physical or mental disability that would have prevented him from performing his material duties hereunder and (z) the Executive and the Executive’s dependents otherwise ceasing to be eligible for COBRA Coverage (the “Disability COBRA Payments”); provided, that unless subject to further delay as set forth in Section 25(b), the first payment of the Disability COBRA Payments will made on the sixtieth (60th) day after the date of termination and divided by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days will include payment of the termination dateany amounts that would otherwise be due prior thereto; and (Bviii) continued payment of the Make-Up Payments in accordance with Section 5(b) (including payment timing). Following a termination due to Disability all time-based Equity Awards equity awards granted to Employee by Pediatrix the Executive prior to termination of Employee’s employment the Effective Date shall immediately become fully vested, 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 be governed in accordance with the end terms of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementgrant agreements.

Disability. If, as a result of incapacity due to physical or mental illness or injury, as reasonably determined by Employee’s physician and reasonably acceptable to Employer, Employee shall have been absent from Employee’s full-time duties hereunder for six (6) consecutive months, then thirty (30) days after Employee receives written notice from Employer (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), Employer may terminate Employee’s employment under this Agreement upon hereunder provided Employee is unable to resume his full-time duties at the Disability (as defined below) conclusion of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a such notice to Employeeperiod. In addition, Employee, upon 60 days written notice, may terminate his employment hereunder if his health should become impaired to an extent that makes the event continued performance of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 termination date occurs, equal duties hereunder hazardous to Employee’s minimum Target Bonus for the year of terminationphysical or mental health or life, multiplied by the number of days in the fiscal year prior provided that Employee shall have furnished Employer with a written statement from Employee’s doctor and reasonably acceptable to Employer to such effect and including the date of termination and divided by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable provided, further, that, at Employer request made within thirty (30) days of the termination date; and (B) all time-based Equity Awards granted date of such written statement, Employee shall submit to an examination by a doctor selected by Employer who is reasonably acceptable to Employee or his doctor, and the doctor chosen by Pediatrix prior to termination Employer shall have concurred in the conclusion of Employee’s employment doctor. If the two doctors cannot agree as to whether or not Employee is so disabled, the two doctors shall immediately become fully vested, non-forfeitable and, if applicable, exercisable, designate a third doctor to examine Employee and all performance-based shares awards, if any, shall remain outstanding and shall vest based upon actual performance determined at the end 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 Employee’s disability, the Employer shall upon the time of such termination only be required to continue to compensate Employee at his then-current base salary until such time as any applicable performance period (waiting periods under Employer’s long-term disability policy provided by Employer shall be exhausted and Employee shall be receiving payments pursuant to policy, at which time, all obligations of the “Equity Acceleration”), except as set forth in the award agreementEmployer hereunder shall thereupon cease.

Disability. Employer may terminate a. For purposes of this Agreement, the Employee shall be deemed to be “disabled” or have a “disability” if the Employee shall have an illness, injury or other physical or mental condition which results in the Employee’s inability to perform substantially the duties he performed in his employment capacity for Employer under this Agreement upon to the Disability (as defined below) extent he was performing such duties immediately prior to the commencement of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 such condition. b. If the Employee shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary disabled for not more than ninety (90) days under during any twelve (12) month period of the Employer’s short term disability policyof this Agreement, which may then the Employee, during the continuance of such disability, shall remain employed by the Employer hereunder, shall continue to receive his base salary and other compensation pursuant to this Agreement and otherwise shall continue to have all of the rights and be amended or modified in subject to all of the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, obligations and duties under this Agreement other than the obligation and duty to render services to Employer may terminate Employee’s employment immediately upon written notice. otherwise in accordance with this Agreement during the period of such disability. c. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee shall be eligible to receive disabled for more than ninety (A90) a bonus with respect to Employer’s fiscal year in which days during any twelve (12) month period during the termination date occursterm of this Agreement, equal to Employee’s minimum Target Bonus for but not more than one hundred twenty (120) days during any twelve (12) month period, then, from and after the year expiration of termination, multiplied by the number ninetieth (90) day of days in disability and during the fiscal year prior continuance of such disability up to and including the date day immediately preceding the one hundred twentieth (120th) day, the Employee shall be deemed to have taken a leave of termination absence from Employer commencing on the ninetieth (90th) day of such disability and, during the continuance of such disability, the following provisions shall apply: (i) Employee’s base salary shall be apportioned up to and divided including the ninetieth (90th) day of such disability and from and after the ninetieth (90th) day of such disability and up to and including the day immediately preceding the one hundred twentieth (120th) day of such disability, the Employer shall pay no salary to the Employee and the Employee shall receive no salary from the Employer. (ii) The Employer, in the sole discretion of its Board of Directors, shall have the right and power to remove the Employee from the position of Chief Executive Officer of the Employer, or to delegate all or any portion of the Employee’s duties, as Chief Executive Officer of the Employer, to one or more other employees of the Employer. (iii) The Employee shall otherwise have all of the rights and be subject to all of the Employee’s obligations and duties under this Agreement, except that the Employee shall have no obligation or duty to render services to the Employer otherwise in accordance with this Agreement during such period of time; provided that Employer shall be excused from providing any insurance coverage or benefits which by three reason of the Employee’s disability, the Employer shall not be able to obtain, continue or maintain at substantially the same cost or expense or substantially the same terms and conditions that the Employer was able to obtain, continue or maintain immediately prior to the commencement of the Employee’s disability. d. If the Employee shall be disabled for more than one hundred sixty five twenty (365) (a “Pro-Rated Bonus”) payable within thirty (30120) days in any twelve (12) month period during the term of this Agreement, the employment of the termination date; Employee hereunder shall cease and (B) all time-based Equity Awards granted terminate pursuant to the provisions of Paragraph 9 below. e. If Employer and Employee by Pediatrix prior are unable to termination agree whether the Employee is disabled within the meaning of Employee’s employment this Paragraph 7, then this issue shall immediately become fully vested, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth be submitted to arbitration in the award agreementmanner provided for in Paragraph 12 of this Agreement below.

Disability. Employer may terminate Employee’s employment under (Year-Round and Full-Time Employees) The Board agrees to provide short-term disability/long-term disability coverage for its Year-Round and Full-Time paraprofessionals according to the policy stated below. The level of benefits for employees shall not be reduced without the prior consent of the Paraprofessional Association. A complete description of the terms and details of coverage are available from the Human Resources Office. The Board will contribute towards health and dental insurance as indicated in this Agreement upon the Disability (as defined below) of Employee. The termination date while an employee is out on long-term disability for a termination period of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, eighteen (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii18 months) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 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 termination 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, 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 initial disability. At the end of this period, subject to the applicable performance period rules and regulations of the health and dental insurers, the employee will be eligible for an additional eighteen (18) months of coverage at his/her own expense under the “Equity Acceleration”)federal laws of COBRA. Disability is defined as the condition resulting from the sickness or injury of an employee, except which prevents such employee from doing the material duties of his or her regular occupation. Disability benefits as set forth defined hereunder shall commence on the tenth (10th) consecutive day following the beginning of the absence of the employee, or upon the exhaustion of all accumulated sick leave, whichever date is last. Provided, however, that an employee shall not be entitled to disability benefits for disability resulting from sickness or injury that was diagnosed and/or treated within three (3) months before the commencement of an employee's employment with the district and which disability commences during the first twelve (12) months of "employment" with the district. Provided, further, that an employee will not be entitled to disability benefits if the sickness or injury resulting in disability is caused or substantially caused as a result of other employment. Upon the award agreementrequest of the administration, an employee claiming sick leave or disability benefits shall provide or cooperate to provide such evidence of sickness or disability as may be reasonably required by the district and/or its disability insurance carrier. Upon failure to so provide such evidence or failure to so cooperate, the employee's claim for sick leave or disability may be denied and all disability benefits paid by the district shall be returned by the employee.

Disability. Employer may terminate Employee’s employment under this Agreement upon If the Disability Company determines in good faith that the Employee has a "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 the disability is continuing. The notice of termination date for a 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 pursuant Agreement, "disability" shall mean a physical or mental condition which, two months after its commencement, is determined to this Section 4.2 be total and permanent by a physician selected by the Company. The Employee shall be entitled to all compensation and benefits provided for under this Agreement during the date specified by Employer in a two-month waiting period for the disability determination and during the 30-day notice to Employeeof termination period. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under that the Employer’s short Company provides long-term disability policybenefits for the Employee, which may be amended or modified in such benefits shall not commence until after the Employer’s discretion upon written notice employment of the Employee has been terminated and the Company has ceased paying the Employee compensation pursuant to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written noticeforegoing sentence. If the Employee’s 's employment is terminated in connection with by reason of the Employee’s Disability's disability, in addition this Agreement shall terminate without further obligations to the Accrued Obligations 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 subject the Employee's family shall be entitled to and conditioned receive benefits, including without limitation disability benefits, at least equal to the most favorable benefits provided by the Company to other contract employees of the Company based on Employee’s compliance with the terms of the benefit plans referenced in Section 5 hereof, Employee shall be eligible to receive (A3(c) a bonus with respect to Employer’s fiscal year of this Agreement as in which the 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 effect on the date of termination and divided by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days of the termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreement's disability commenced.

Disability. Employer may terminate EmployeeFor purposes of this Agreement, “Permanent Disability” means a physical or mental impairment that renders the Executive incapable of performing the essential functions of the Executive’s employment under this Agreement upon job, on a full-time basis, even taking into account reasonable accommodation required by law, as determined by a physician who is selected by the Disability (as defined below) agreement of Employee. The termination date the Executive and the Company, for a termination period of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, greater than 150 days. (i) Employee shall continue During any period that the Executive fails to receive Employeeperform the Executive’s Base Salary for ninety duties hereunder as a result of a Permanent Disability (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), the Executive will continue to receive the Executive’s Base Salary at 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. (ii) following such Initial Disability PeriodThe Company shall pay the Executive a lump sum payment equal to 18 months of COBRA premiums for the coverage Executive had in place, if Employeeany, 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 Disability continuesemployment due to Disability, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition Executive will be entitled to payment of the Accrued Obligations as described in Section 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 subject as otherwise mutually agreed to by the Executive and conditioned on Employee’s compliance with the terms of Company, the payment due under this Section 5 hereof, Employee 2(b)(iv) shall be eligible to receive (A) a bonus with respect to Employer’s fiscal year in which the 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 paid immediately following the date of termination and divided by three hundred sixty five be made in accordance with the Company’s normal payroll practices. (365v) (a “Pro-Rated Bonus”) payable within thirty (30) days of In the termination date; and (B) all time-based Equity Awards granted event that the Company elects to Employee by Pediatrix prior to termination of Employeeterminate 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 immediately become fully vested, 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 be paid pursuant to the end terms of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementincentive plan.

Disability. Employer may The Company shall at all times have the right, upon written notice to the Executive, to terminate Employee’s the Executive's employment hereunder, if the Executive shall become entitled to benefits under this Agreement upon the Company's Long Term Disability (Plan as defined below) then in effect or, if the Executive shall as the result of Employeemental or physical incapacity, illness or disability, become unable to 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 date for a termination of this Agreement pursuant to this Section 4.2 5.2, the Company shall: (a) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (b) pay to the Executive his accrued and declared 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, and (c) pay to the Executive (within forty-five (45) days after the end of the Bonus Period in which such termination occurs) a pro rata 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 the Incentive Compensation Plan; provided that the goals under the Incentive Compensation Plan for each period used in the calculation of the Executive's Incentive Compensation, shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, based on: (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, portion of the Bonus Period through the end of the Bonus Period in which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), such termination occurs and (ii) following such Initial Disability Periodunaudited financial information prepared in accordance with generally accepted accounting principles, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written noticeapplied consistently with prior periods. If Employee’s employment is terminated in connection with Employee’s Disability, in addition The Company shall have no further liability hereunder other than for: (x) reimbursement for reasonable business expenses incurred prior to the Accrued Obligations and subject date of termination, subject, however to and conditioned on Employee’s compliance with the terms provisions of Section 5 hereof4.1, Employee shall be eligible to receive and (Ay) a bonus with respect to Employer’s fiscal payment of compensation for unused vacation days that have accumulated during the calendar year in which the such 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 termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreement.

Disability. Employer may (i) In the event that the Executive, because of accident, disability or physical or mental illness, is incapable of performing the essential functions of the job with or without reasonable accommodation, the Company shall have the right to terminate Employee’s the Executive's employment under this Agreement agreement upon the Disability thirty (as defined below30) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a days' written notice to Employeethe Executive. In the event of Employee’s Disabilitysuch determination, the Company shall make semi-monthly payments to the Executive in an amount equal to the monthly rate of salary paid and accrued to the Executive in the most recent month in which he was paid prior to the determination of his disability plus one-twenty-fourth (1/24) of the previous three years' annual average total incentive compensation award earned under the EnergyNorth, Inc. Key Employee Performance and Equity Incentive Plan, reduced by the amount of monthly payments made under any long-term disability insurance or plan, if any. Such semi-monthly payments shall continue for the number of months remaining in the term of the agreement following the date of his disability. In addition, if the Executive becomes disabled and the Executive has twenty (20) years or more of service at the time of disability, the Company will continue to provide the same medical, dental and life insurance benefits as provided to other active employees until such time as the Executive elects to retire under the provisions of the Pension Plan. Disability for purposes of this section shall have the same meaning as provided under any long-term disability policy of the Company which covers the Executive, or, if none, as defined in the EnergyNorth, Inc. Retirement Plan for Salaried Employees. (ii) Prior to a determination of disability as provided in Subsection (i) Employee of this Section 7(d), if the Executive fails to perform under this contract due to mental or physical illness, the period of such failure to perform prior to such determination of disability but subsequent to any accrued sick days, vacation days and reasonable leaves of absence shall be considered paid leave, and the Company shall continue to receive Employee’s Base Salary make salary payments to the Executive for ninety (90) days the duration of such paid leave. Any period during which the Executive is receiving benefits under the Employer’s short any long- term disability policy, which may be amended or modified in plan of the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee Company shall be eligible to receive (A) a bonus with respect to Employer’s fiscal year in which the 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 termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementconsidered unpaid leave.

Disability. Employer may terminate EmployeeIf the Employment Term and Executive’s employment under this Agreement upon the Disability are terminated by reason of Executive’s disability (as defined below) of Employee. The termination date ), he will be entitled to apply, at his option, for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of EmployeeCompany’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short long-term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written noticebenefits. If Employeehe is accepted for such benefits, then Executive’s employment is terminated Stock Options and Option Shares will be treated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance accordance with the terms of Section 5 hereofthe Equity Agreements, Employee shall be eligible to receive (A) a bonus with respect to Employerand the terms and provisions of the Company’s fiscal year in which the termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, multiplied by the number of days benefit plans and programs that are applicable in the fiscal year prior event of such disability of an employee shall apply in lieu of the salary and benefits under this Agreement, except that: (a) the Escrow Agreement (if then in force) and his Indemnification Agreement will continue in force (subject to and including amendment or termination in accordance with their terms); (b) Executive will be entitled to the date of termination and divided by three hundred sixty five lifetime group insurance benefits described in Section 7; (365c) (a “Pro-Rated Bonus”) payable Executive will be paid his Accrued Benefits within thirty (30) days of termination; and (d) Executive will receive two (2) years of Base Salary continuation (“Salary Continuation Payment”), offset by any long term disability benefits to which he is entitled during such period of salary continuation. In addition to payment of his Base Salary, Executive will be entitled to the termination 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, non-forfeitable andbenefits set forth on Exhibit C, if applicable, exercisableduring the salary continuation period. Notwithstanding the foregoing, if, as of the date of termination pursuant to this Section 11, Executive is a Specified Employee, installments of the Salary Continuation Payment will not commence until the Delayed Payment Date and, on the Delayed Payment Date, the Company will pay to Executive a lump sum equal to all amounts that would have been paid during the period of the delay if the delay were not required plus interest on such amount at a rate equal to the short-term applicable federal rate then in effect, and all performance-will thereafter continue to pay Executive the Salary Continuation Payment in installments in accordance with this Section. If Executive is disabled so that he cannot perform his duties, then the Board may terminate his duties under this Agreement after giving Executive thirty (30) days notice of such termination (during which period Executive shall not have returned to full time performance of his duties). For purposes of this Agreement, disability will be the inability of Executive, with or without a reasonable accommodation, to perform the essential functions of his job for one hundred and eighty (180) days during any three hundred and sixty five (365) consecutive calendar day period as reasonably determined by the Committee (excluding Executive) based shares awardson independent medical advice from a physician who has examined Executive (such physician to be selected by the Company and reasonably acceptable to Executive). Except as otherwise provided in this Agreement, if any, shall remain outstanding and shall vest based upon actual performance determined at the end except for any vested benefits under any tax qualified pension plans of the Company and vested deferred compensation under any applicable performance period (deferred compensation plans, and continuation of health insurance benefits on the “Equity Acceleration”)terms and to the extent required by COBRA, except as set forth in neither the award agreementCompany nor Executive shall have any additional obligations under this Agreement.

Disability. Employer may terminate Employee’s employment under this Agreement upon If the Disability Company determines in good faith that the Employee has a "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 the disability is continuing. The notice of termination date for a 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 pursuant Agreement, "disability" shall mean a physical or mental condition which, three months after its commencement, is determined to this Section 4.2 be total and permanent by a physician 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 date specified by Employer in a three month waiting period for the disability determination and during the 60 day notice to Employeeof 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 foregoing sentence. If the Employee’s Disability's employment is terminated by reason of the 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 shall continue as of the date of the termination, (ii) that portion of any bonus determined pursuant to receive Employee’s Base Salary for ninety (90Section 3(c)(ii) days under the Employer’s short term disability policyof this Agreement in respect of a prior calendar year that had been deferred, which may amount shall be amended or modified in paid to the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”)as soon as practicable, and (iiiii) following with respect to the calendar year in which this Agreement is terminated, in the event that a bonus would have been payable to the Employee pursuant to Section 3(c)(ii) of this Agreement in respect of such Initial Disability Period, if Employee’s Disability continuescalendar year had this Agreement not terminated, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee shall be eligible entitled to receive (A) a pro-rated amount of such bonus with respect to Employer’s fiscal year in based on a fraction the numerator of which the termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, multiplied by is the number of days in the fiscal 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 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. 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 by the Company to executives of the Company based on the terms of the benefit plans referenced in Section 3(d) of this Agreement as in effect on the date of termination and divided by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days of the termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreement's disability commenced.

Disability. Employer may terminate In the event that the Employee shall sustain a disability and be unable to perform the essential functions of his position, with or without reasonable accommodation, as shall have been certified by at least one (1) duly licensed and qualified physician approved by the Board of Directors of Stealth, Stealth shall continue to pay to the Employee while such disability continues the full amount of his base salary as set forth in Section 4(a) hereof for the period between the date upon which such disability shall have been so certified and the date upon which the employee shall first receive regular periodic disability payments under Stealth’s group disability insurance policy. Thereafter, if the Employee’s disability shall continue (as evidenced by the continued absence of the Employee from his duties), the employment of the Employee under this Agreement upon shall terminate and all obligations of the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 Employee shall cease provided the Employee shall be the date specified by Employer in a notice entitled to Employee. In the event of Employee’s Disability, receive only (i) Employee shall continue to receive the payment of any amounts of the Employee’s Base Salary for ninety (90base salary then remaining to be paid under Section 4(a) days under hereof through the Employerdate of the termination of the Employee’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and employment; plus (ii) following such Initial Disability Period, if Employee’s Disability continues, any unpaid amount of the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee shall be eligible to receive (A) a cash bonus with respect to Employer’s fiscal year in which the termination date occurs, equal to Employee’s minimum Target Bonus for the year First Bonus Period if such termination occurs after the end of termination, multiplied by the First Bonus Period and a pro-rated portion (based upon the number of days in of the fiscal year applicable bonus period that have elapsed prior to and including the date of termination and divided by three hundred sixty five (365his disability) (a “Pro-Rated Bonus”) payable within thirty (30) days of the termination dateEmployee’s cash bonus in respect of the Bonus Period hereunder during which the employee’s disability occurred, determined and paid in the manner provided in Sections 4(b) and 4(c) hereof; provided that, notwithstanding the foregoing, each such cash bonus payment shall be made on the Bonus Payment Date (as defined in Section 7(a)(ii) hereof); and provided further that if the amount of the cash bonus in respect of a Bonus Period shall not be agreed to by the parties or finally determined by the Bonus Payment Date, Stealth shall make payment to the Employee (Bor his estate) all time-based Equity Awards granted on the Bonus Payment Date of that amount of the bonus payment in respect of such Bonus Period as to Employee by Pediatrix prior to termination of Employee’s employment shall immediately become fully vested, non-forfeitable and, if applicable, exercisablewhich the parties are not in dispute, and all performance-based shares awardsthe remainder of such bonus payment, if any, shall remain outstanding and be paid when it shall vest based be agreed upon actual performance determined at or finally determined, but not later than December 31, of the end calendar year in which the last day of the applicable performance period Bonus Period shall fall; plus (iii) any then unpaid expense reimbursement pursuant to Section 6 hereof; and the “Equity Acceleration”), except as set forth in Options that have vested prior to such termination shall remain vested and exercisable irrespective of such employment termination. Any physician certification regarding whether the award agreementEmployee is disabled pursuant to this Section shall be binding upon Stealth and the Employee.

Disability. Employer may terminate Employee(a) If the Employment Term and Executive’s employment under this Agreement upon the Disability are terminated by reason of Executive’s disability (as defined below) of Employee. The termination date ), he or she will be entitled to apply, at his or her option, for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of EmployeeCompany’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short long-term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Periodbenefits and, if Employeehe or she is accepted for such benefits, then Executive’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated Options and Option Shares will be treated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance accordance with the terms of Section 5 hereofthe New Option Plan, Employee shall be eligible to receive (A) a bonus with respect to Employerand the terms and provisions of the Company’s fiscal year in which the termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, multiplied by the number of days benefit plans and programs that are applicable in the fiscal year prior event of such disability of an employee shall apply in lieu of the salary and benefits under this Agreement, except that: (i) Executive will be entitled to and including the date of termination and divided by three hundred sixty five lifetime group insurance benefits described in Section 7; (365ii) (a “Pro-Rated Bonus”) payable Executive will be paid his or her Accrued Benefits within thirty (30) days of the termination datetermination; and and (Biii) all time-based Equity Awards granted to Employee by Pediatrix prior to termination Executive will receive eighteen (18) months of Employee’s employment shall immediately become fully vested, 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 end of the applicable performance period Base Salary continuation (the “Equity AccelerationSalary Continuation Payment”), offset by any long term disability benefits to which he or she is entitled during such period of salary continuation. In addition to payment of his or her Base Salary, Executive will be entitled to all benefits during the salary continuation period. Notwithstanding the foregoing, if, as of the date of termination pursuant to this Section 9.4, Executive is a Specified Employee, installments of the Salary Continuation Payment will not commence until the Delayed Payment Date and, on the Delayed Payment Date, the Company will pay to Executive a lump sum equal to all amounts that would have been paid during the period of the delay if the delay were not required plus interest on such amount at a rate equal to the short-term applicable federal rate then in effect, and will thereafter continue to pay Executive the Salary Continuation Payment in installments in accordance with this Section. (b) If Executive is disabled so that he or she cannot perform his or her duties, then the Company may terminate his or her duties under this Agreement after giving Executive thirty (30) days’ notice of such termination (during which period Executive shall not have returned to full time performance of his or her duties). For purposes of this Agreement, disability will be the inability of Executive, with or without a reasonable accommodation, to perform the essential functions of his or her job for one hundred and eighty (180) days during any three hundred and sixty five (365) consecutive calendar day period as reasonably determined by the Committee (excluding Executive) based on independent medical advice from a physician who has examined Executive (such physician to be selected by the Company and reasonably acceptable to Executive). (c) Except as otherwise provided in this Agreement, and except as set forth in for any vested benefits under any tax qualified pension plans of the award agreementCompany and vested deferred compensation under any applicable deferred compensation plans, and continuation of health insurance benefits on the terms and to the extent required by COBRA, neither the Company nor Executive shall have any additional obligations under this Agreement.

Disability. Employer (i) The Company may terminate Employeethe Executive’s employment hereunder, upon notice to the Executive, in the event that the Executive becomes disabled during the Term 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 Executive’s material duties and responsibilities hereunder (“Disability”) for a period of (x) one hundred and twenty (120) consecutive calendar days or (y) one hundred and fifty (150) total days during any period of 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 to whether Disability exists, the Executive may, and at the request of the Company shall, submit to a medical examination by a physician selected by the Company with the consent of the Executive (not to be unreasonably withheld) to determine whether the Executive is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such question shall arise and the Executive shall fail to submit to a medical examination requested by the Company, the Company’s determination of the issue shall be binding on the Executive. (iii) The date of termination of employment under this Agreement upon the Disability (as defined belowSection 4(b) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a 10th business day following the Company’s notice to Employeethe Executive of such termination (provided he has not resumed the full-time performance of his duties hereunder by such date), which date shall be the last day of the Term. In the event of Employee’s Disabilitysuch termination of employment, the Company shall pay to the Executive: (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and Accrued Obligations; (ii) following such Initial Disability Period, if Employee’s Disability continues, any unpaid Prior Year Bonus; and (iii) the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 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”) . The Accrued Obligations shall be payable within thirty (30) days in accordance with applicable law. Each of the termination date; Prior Year Bonus and (B) all timethe Pro-based Equity Awards granted to Employee by Pediatrix prior to termination of Employee’s employment shall immediately become fully vested, non-forfeitable and, if applicable, exercisable, and all performance-based shares awardsRated Bonus, if any, shall remain outstanding and be payable when annual bonuses for the applicable fiscal year are paid to other senior executives of the Company. The Executive’s equity interests shall vest based upon actual performance determined at be governed by the end terms of the applicable performance period (Company equity plan and the “Equity Acceleration”), except as set forth Executive’s equity agreements. The Company shall have no further obligation to the Executive hereunder in the award agreementevent of Disability.

Disability. Employer The Company may terminate Employee’s 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 all Restricted Stock and Options that are vested as of the 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 Company executes such release) substantially in the form attached hereto as Annex I (the "Release"), Executive shall be entitled to receive (i) upon the achievement of the Company's performance targets for 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 applicable plan, (ii) all deferred incentive compensation earned by Executive with respect to prior years, which amounts shall be payable at the Company's option either in a lump sum within 30 days of termination or in accordance with the terms of the applicable plan, (iii) all amounts (including accrued vacation pay but excluding severance compensation) to which Executive is then entitled upon termination of employment under this Agreement upon applicable plans and programs of the Disability Company then in effect, and (as defined belowiv) of Employee. The termination date for a termination all other amounts then due and payable to Executive pursuant to the terms of this Agreement with respect to services rendered prior to termination of employment. In addition, if Executive executes the Release, all unvested shares of Restricted Stock and Tranche A of the Option shall automatically become 100% vested upon termination of the Employment Term pursuant to this Section 4.2 5.1. The Company shall be the date specified by Employer in a notice have no further liability or obligation to EmployeeExecutive for compensation under this Agreement. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days any dispute under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), this Section 5.1 and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, multiplied extent determined by the number of days in Board to be job-related and consistent with business necessity, Executive shall submit to a physical examination by a licensed physician selected by the fiscal year prior Board and approved by Executive, such approval not 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 termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementbe unreasonably withheld.

Disability. Employer may 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 have the option, in accordance with applicable law, to terminate Employeethis Agreement upon written notice to the Executive. Whether the Executive is subject to a “disability” and whether the disability substantially impairs the Executive’s employment ability to perform the essential functions of her position under this Agreement upon shall be determined by the Disability decision of a medical specialist selected by the Company and the Executive (as defined below) or the Executive’s legal representative if the Executive is incapable of Employeemaking such determination). The Upon termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, 5.2.: (i) Employee shall continue the Company shall, within fifteen (15) days of the Termination Date, pay to receive Employee’s 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 ninety (90) days under the Employer’s short term disability policyperiod of time during which the unpaid Base Salary accrued, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Periodthe Company shall, if Employee’s Disability continueswithin fifteen (15) days of the Termination Date, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition pay to the Accrued Obligations and subject to and conditioned on Employee’s compliance with Executive the terms Incentive Compensation described in the “Bonuses: Incentive Compensation” section of Section 5 hereofthis Agreement, Employee shall be eligible to receive (A) a bonus with respect to Employer’s fiscal above, for the year in which the termination date Termination Date occurs, equal pro-rated through the Termination Date (the annual amount to Employee’s minimum Target Bonus 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 year benefit of terminationthe Executive to any savings, 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) pension, profit-sharing and/or deferred compensation plan (a “Pro-Rated BonusCompensation Plan Benefit”) payable within thirty (30) days would not be allowed to continue under the Internal Revenue Code or the plan documents by reason of the termination date; and (B) all time-based Equity Awards granted to Employee by Pediatrix prior to termination of Employeethe Executive’s employment pursuant to Section 5.2., 5.3., 5.4., 5.5. or 5.6. of this Agreement, the Company shall pay the Additionally, all Restricted Stock and Performance Shares held by the Executive shall immediately become fully vestedvest. For the purpose of this Section, non-forfeitable and, if applicable, exercisableany criteria to earn Performance Shares shall be deemed to have been satisfied in full, and all performance-based shares awards, if any, Performance Shares that would otherwise be phased in over annual increments shall remain outstanding and shall vest based upon actual performance determined at the end instead be completely phased in as of the applicable performance period 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 “Equity Acceleration”Termination Date, 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) month period), except as set forth in the award agreement.

Disability. Employer The Company shall 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 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 Employee’s the Executive's employment if the Executive shall become entitled to benefits under this Agreement upon the Disability (Company's disability plan as defined below) of Employeethen in effect. The Upon any termination date for a termination of this Agreement pursuant to this Section 4.2 5.2, the Company shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue pay to receive Employee’s the Executive any unpaid Base Salary for ninety (90) days under through the Employer’s short term disability policyeffective date of termination specified in such notice, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Periodpay to the Executive the Executive's accrued but unpaid Incentive Compensation, if Employee’s Disability continuesany, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned for any Bonus Period ending 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 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 or before the date of termination and divided by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days 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 date; 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 payable to the Executive, and (Biv) all time-based Equity Awards granted continue to Employee by Pediatrix prior pay the Executive Incentive Compensation and continue to termination provide the Executive with the benefits the Executive was receiving under Section 4.2 hereof (the "Benefits") through the Continuation Period (to the extent permitted under the terms of Employee’s employment shall immediately become fully vested, non-forfeitable and, if applicable, exercisableapplicable insurance and other benefit programs of the Company then in affect and covering the Executive, and all performance-based shares awards, if any, provided further that the Company shall remain outstanding and shall vest based upon actual performance determined at not take any affirmative action from the time of giving notice of termination to the Executive through the end of the applicable performance period (Continuation Period which would cause the “Equity Acceleration”)relevant insurance and other benefits available to the Executive to be reduced or eliminated) following the termination of the Executive's employment with the Company, except as set forth in the award agreementmanner and at such times as the compensation or Benefits otherwise would have been payable or provided to the Executive, provided that the amounts payable to the Executive pursuant to the foregoing clauses (i) through (iv) shall be reduced by the amount actually paid to the Executive pursuant to the disability insurance referred to in Section 4.2 hereof. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Section 4.1).

Disability. Employer The Company shall 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 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 Employee’s the Executive's employment if the Executive shall become entitled to benefits under this Agreement upon the Disability (Company's disability plan as defined below) of Employeethen in effect. The Upon any termination date for a termination of this Agreement pursuant to this Section 4.2 5.2, the Company shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue pay to receive Employee’s the Executive any unpaid Base Salary for ninety (90) days under through the Employer’s short term disability policyeffective date of termination specified in such notice, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Periodpay to the Executive the Executive's accrued but unpaid Incentive Compensation, if Employee’s Disability continuesany, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned for any Bonus Period ending 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 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 or before the date of termination and divided by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days 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 date; 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 payable to the Executive, and (Biv) all time-based Equity Awards granted continue to Employee by Pediatrix prior pay the Executive Incentive Compensation and continue to termination provide the Executive with the benefits the Executive was receiving under Section 4.2 hereof (the "Benefits") through the Continuation Period (to the extent permitted under the terms of Employee’s employment shall immediately become fully vested, non-forfeitable and, if applicable, exercisableapplicable insurance and other benefit programs of the Company then in affect and covering the Executive, and all performance-based shares awards, if any, provided further that the Company shall remain outstanding and shall vest based upon actual performance determined at not take any affirmative action from the time of giving notice of termination to the Executive through the end of the applicable performance period (Continuation Period which would cause the “Equity Acceleration”)relevant insurance and other benefits available to the Executive to be reduced or eliminated) following the termination of the Executive's employment with the Company, except as set forth in the award agreementmanner and at such times as the compensation or Benefits otherwise would have been payable or provided to the Executive, provided that the amounts payable to the Executive pursuant to the foregoing clauses (i) through (iv) shall be reduced by the amount actually paid to the Executive pursuant to the disability insurance referred to in Section 4.2 hereof. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Section 4.1).

Disability. Employer 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 receive salary at an annual rate equal to 80% of his then current base salary for a further period ending on the earlier of (i) six months thereafter or (ii) the 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 Employee’s Executive's employment under hereunder at any time after Executive is Disabled, upon at least 10 days' prior written notice; provided, however, that such termination shall not relieve the Corporation from its obligation to make the payments to Executive described above in this Agreement upon Paragraph 13. For the Disability purposes of this Agreement, Executive shall be deemed to have become Disabled when (as defined belowx) by reason of Employee. The termination date physical or mental incapacity, Executive is not able to perform his duties hereunder for a termination period of this Agreement pursuant 90 consecutive days or for 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, by reason of physical or mental incapacity, to this Section 4.2 shall be the date specified by Employer in perform a notice to Employeesubstantial portion of his duties hereunder. In the event that Executive shall dispute any determination of Employee’s Disabilityhis disability pursuant to clauses (x) or (y) above, (i) Employee the matter shall continue be resolved by the determination of three physicians qualified to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified practice medicine in the Employer’s discretion upon written notice United States of America, one to Employee (be selected by each of the “Initial Disability Period”), Corporation and (ii) following such Initial Disability Period, if Employee’s Disability continuesExecutive and the third to be selected by the designated physicians. If Executive shall receive benefits under any disability policy maintained by the Corporation, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition Corporation shall be entitled to deduct the amount equal to the Accrued Obligations and subject benefits so received from base salary that it otherwise would have been required to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee shall be eligible pay to receive (A) a bonus with respect to Employer’s fiscal year in which the 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 termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except Executive as set forth in the award agreementprovided above.

Disability. Employer may terminate Employee’s employment under this Agreement upon the Disability (as defined below1) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employeethe Executive’s Disabilitydisability, (i) Employee as hereinafter defined, the Executive shall be entitled to 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 Employeethe Executive’s Base Salary salary for ninety (90a period, at the annual rate in effect immediately prior to the commencement of disability, of thirty(30) days under from the Employer’s short 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 policybenefits provided to the Executive by the Company. (2) “Disability,” for the purposes of this Agreement, which may shall be amended or modified deemed to have occurred in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee shall be eligible to receive event (A) a bonus with respect the Executive is unable by reason of sickness or accident to Employerperform the Executive’s fiscal year in which the termination date occurs, equal to Employee’s minimum Target Bonus duties under this Agreement for the year an aggregate of termination, multiplied by the number of 30 days in any twelve-month period, or (B) the fiscal year prior Executive has a guardian of the person or estate appointed by a court of competent jurisdiction. Termination due to and including disability shall be deemed to have occurred upon the first day of the month following the determination of disability as defined in the preceding sentence. (3) In the event of the Executive’s disability, all Options to purchase Ordinary Shares of the Company that have vested pursuant to Section 5(c) of this Agreement as of the date of termination and divided by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days of the termination date; and (B) all time-based Equity Awards granted due to Employee by Pediatrix prior to termination of Employee’s employment disability shall immediately become fully remain vested, non-forfeitable and, if applicable, exercisable, and all performanceOptions that would have vested pursuant to Section 5(c) during the 90-based shares awardsday period immediately following the date of termination due to disability shall also automatically vest. Anything herein to the contrary notwithstanding, if anyif, shall remain outstanding and shall vest based upon actual performance determined at the end following a termination of the applicable performance period (the “Equity Acceleration”), except employment hereunder due to disability as set forth provided in the award agreementpreceding 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-employment.

Disability. Employer may terminate Employee’s employment under this Agreement upon the Disability (a) If Executive becomes “Disabled” (as defined below) during the Term, Executive shall receive 60% of Employee. The termination 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 termination period beginning on the Commencement Date and ending with the earlier to occur of this Agreement pursuant (A) Executive’s attainment of age 65, or (B) Executive’s commencement of retirement benefits from CRM. If Executive ceases to this Section 4.2 shall be the date specified Disabled 180 days thereafter, he may elect to resume such position by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written noticeCRM within 15 days after CRM delivers its request. If Employee’s employment is terminated he resumes such position, he shall thereafter be entitled to his Base Salary at the annual rate in connection with Employee’s Disability, 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 addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance accordance with the terms of Section 5 hereofpreceding sentence, Employee he shall be eligible treated as if he voluntarily terminated his employment as of the date Executive ceases to receive 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. (Ab) Executive shall be entitled to a bonus with respect to Employer’s fiscal Pro Rata Annual Incentive assuming Target performance for the year in which the termination date occurs, equal such bonuses payable in a lump sum not later than 15 days after the Commencement Date. Executive shall not be entitled to Employee’s minimum any annual incentive award with respect to the period following the termination. If Executive recommences his position in accordance with Section 8(a), he shall be entitled to a Pro Rata Annual Incentive assuming Target Bonus performance for the year he resumes such position. (c) During the period Executive is Disabled, he shall be treated as an employee for purposes of terminationall employee benefits, multiplied by plans and programs in which he was participating on 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 termination 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, 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 end of the applicable performance period (the “Equity Acceleration”)Commencement Date, except as set forth in the award agreementfor any annual salary increases or any new long-term incentive plan grants during any Disability period.

Disability. Employer may terminate Employee’s employment (i) During any period of disability, illness or incapacity during the term of this Agreement which renders the Executive at least temporarily unable to perform the services required under this Agreement, the Executive shall receive the Base Salary payable under Section 3(a) of this Agreement upon plus any cash bonus compensation earned pursuant to the Disability provisions of any incentive compensation plan then in effect but not yet paid, less any cash benefits received by him under any disability insurance carried by or provided by the Company. Upon the Executive's "Permanent Disability" (as defined below), which Permanent Disability continues during the payment periods specified herein, the Company shall pay to the Executive for the period of time specified below an amount (the "Disability Payment") of Employee. The termination date for a termination of this Agreement pursuant equal to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue sum of (A) the Base Salary, paid in the same monthly or other periodic installments as in effect at the time of the Executive's Permanent Disability plus (B) an amount equal to receive Employee’s Base Salary for ninety (90) days the target level of the annual cash bonus payable to the Executive under the Employer’s short term disability policyCompany's Management Incentive Compensation Plan as described on Exhibit A or any similar bonus or incentive plans or programs then in effect (the "MICP Target Amount"), in respect of the fiscal during which the Executive's Permanent Disability occurred, which may MICP Target Amount shall be amended or modified paid in pro rata equal monthly installments over the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and period of time specified below (ii) reduced by the amount of any monthly payments under any policy of disability income insurance paid for by the Company which payments are received during the time when any Disability Payment is being made to the Executive following such Initial Disability Period, if Employee’s the Executive's Permanent Disability. For so long as the Executive's Permanent Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition Disability Payment shall be paid by the Company to the Accrued Obligations Executive at the same time or times as would have been the case for payment of Base Salary over the unexpired term of this Agreement if the Executive had not become permanently disabled and subject to and conditioned on Employee’s compliance with had remained employed by the terms of Section 5 hereofCompany hereunder, Employee but in no case shall such period exceed 24 months. The Executive may be eligible entitled to receive (A) a bonus with respect to Employer’s fiscal year in payments under any disability income insurance which the termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, multiplied may be carried by or provided by the number of days Company from time to time. Upon "Permanent Disability" (as that term is defined in the fiscal year prior to and including the date of termination and divided by three hundred sixty five (365Section 7(b)(ii) (a “Pro-Rated Bonus”below) payable within thirty (30) days of the termination 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, 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 end of the applicable performance period (the “Equity Acceleration”)Executive, except as set forth provided in this Section 7(b) all rights of the award agreementExecutive under this Agreement (other than rights already accrued) shall terminate.

Disability. Employer may terminate Employee’s If the Executive's employment under this Agreement upon with the Company is ---------- terminated on account of the Executive's Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 5(b), the Company shall be as soon as practicable pay the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Executive any Base Salary for ninety (90accrued and due to the Executive under Section 4(a) days under through the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), Executive's Date of Termination and (ii) following such Initial Disability Period, if Employee’s Disability continuesprorated MIP payment, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 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 termination 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, non-forfeitable and, if applicable, exercisable, and all performance-based shares awardsamount, if any, of which shall remain outstanding and shall vest based upon actual performance be determined at in the end sole discretion of the applicable performance period (Compensation Committee. The Company shall provide the “Equity Acceleration”Executive through the Executive's Date of Termination with continued participation in the employee benefit plans provided to the Executive pursuant to Section 4(c) as of the Executive's Date of Termination. Other than the foregoing, the Company shall have no further obligations to the Executive hereunder. By the Company for Cause or By the Executive Without Good Reason. If ---------------------------------------------------------------- the Executive's employment with the Company is terminated by the Company for Cause pursuant to Section 5(c) or by the Executive without Good Reason pursuant to Section 5(f), except the Company shall as set forth soon as practicable pay the Executive any Base Salary accrued and due to the Executive under Section 4(a) through the Executive's Date of Termination and the Executive shall forfeit his entire then unpaid MIP payment(s), if any. The Company shall provide the Executive through his Date of Termination with continued participation in the award agreement.employee benefit plans provided to the Executive pursuant to Section 4(c) as of his Date of Termination. Other than the foregoing, the Company shall have no further obligations to the Executive hereunder. Termination By the Company Without Cause or By the Executive for Good --------------------------------------------------------------------- Reason. If the Executive's employment with the Company is terminated by the ------ Company (other than for Disability or Cause), or by the Executive for Good Reason pursuant to Section 5(d), then the Company shall:

Disability. Employer (i) The Company may terminate Employeethe Executive’s employment under this Agreement hereunder, upon the Disability at least ten (as defined below10) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a days’ prior notice to Employeethe Executive, in the event that the Executive 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 perform substantially all of his duties and responsibilities hereunder, notwithstanding the provision of any reasonable accommodation, for more than ninety (90) consecutive days during any period of three hundred and sixty-five (365) consecutive calendar days. In the event of Employeesuch termination, the Company shall provide the Executive 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 Disabilityplace during any period of the Executive’s disability. Notwithstanding any such designation, (i) Employee the Executive shall continue to receive Employee’s the Base Salary for ninety (90in accordance with Section 4(a) days under the Employer’s short term disability policy, which may be amended or modified and benefits in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”accordance with Section 4(e), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, multiplied extent permitted 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 “Prothen-Rated Bonus”) payable within thirty (30) days of the termination 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, 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 end current terms of the applicable performance 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 “Equity Acceleration”)Executive is disabled the Executive may, except as set forth and at the request of the Company shall, submit to a medical examination by a physician mutually selected by the Board and the Executive, and a written determination by such physician shall for the purposes of this Agreement be conclusive of the issue. If the Board and the 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 arise and the award agreementExecutive shall fail to submit to such medical examination, the Company’s determination of the issue shall be binding on the Executive.

Disability. Employer may The Company may, at its option, terminate Employeethe Chairman’s employment upon written notice to the Chairman if the Chairman, because of physical or mental incapacity or disability, fails to perform the essential functions of the Chairman’s position, with or without reasonable accommodation, required of the Chairman hereunder for a continuous period of 120 days or any 180 days within any 12-month period. Upon such termination, the Employment Period shall end immediately, and the Chairman’s entitlement to compensation and benefits shall also cease immediately, except that the Chairman shall be entitled to: (i) accrued Base Salary through and including the effective date of the Chairman’s termination of employment; (ii) the amount of any bonus earned and payable but not yet paid for the fiscal year prior to the year in which the Chairman’s termination of employment occurs; (iii) any earned but unpaid portion of the Bonus Target determined, as if the last day of the fiscal year in which the Chairman’s termination occurs, under this Agreement the Incentive Plan or any predecessor or successor plan for the fiscal year in which the Chairman’s termination of employment occurs, prorated from the first day in such fiscal year through and including the Chairman’s date of termination; (iv) other Employee Benefits to which the Chairman is entitled upon termination of employment in accordance with the terms of the plans and programs of the Company; and (v) continued coverage under the Company’s medical, dental and vision plans for the Chairman and his eligible dependents at active employee rates until the Chairman becomes eligible for Medicare benefits, and with full COBRA rights (at full COBRA rates) arising for the Chairman’s eligible dependents once the Chairman becomes eligible for Medicare benefits (or upon the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to EmployeeChairman’s death, if earlier). In the event of Employeeany dispute regarding the existence of the Chairman’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term incapacity or disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continueshereunder, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition matter shall be resolved by the determination of a physician selected by the Board and reasonably acceptable to the Accrued Obligations and subject Chairman. The Chairman shall submit to and conditioned on Employee’s compliance with the terms appropriate medical examinations for purposes of Section 5 hereof, Employee shall be eligible to receive (A) a bonus with respect to Employer’s fiscal year in which the 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 termination 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, non-forfeitable and, if applicable, exercisable, and all performance-based shares awards, if any, shall remain outstanding such determination and shall vest based upon actual performance determined at consent to the end disclosure to the Board of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementall results of such examinations.

Disability. Employer may terminate Employee’s employment If the Executive becomes entitled to benefits under this Agreement upon the terms of the then-current disability plan, if any, of the Bank (a "Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 Plan"), he shall be entitled to receive such group and other disability benefits, if any, as are then provided by the date specified by Employer in a notice to EmployeeBank for senior executives. In the event of Employee’s Disabilitysuch disability, this Agreement shall not be suspended, except that (i) Employee shall continue the Bank's obligation to receive Employee’s pay the Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance Executive shall be reduced in accordance with the terms amount of Section 5 hereof, Employee shall be eligible to receive (A) a bonus with respect to Employer’s fiscal year in which the termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, multiplied disability income benefits received 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 termination 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, non-forfeitable and, if applicable, exercisable, and all performance-based shares awardsExecutive, if any, pursuant to this Section 7(f) such that, on an after-tax basis, the Executive shall remain outstanding 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 vest based 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 actual performance determined at the end a resolution adopted by a majority of the applicable performance period 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 upon such termination the Executive shall be entitled to receive only the Accrued Compensation. In addition, the Effective Date Award shall become fully vested in accordance with Section 4(e) and any unvested TCG Restricted Stock Award (the “Equity Acceleration”), except as set forth defined in the award agreementMerger Agreement) shall become fully vested.

Disability. Employer may terminate Employee’s employment under this Agreement upon (A) If the Disability (as defined below) Executive is removed from his position because of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary the Executive, for ninety (90) days under the Employer’s short term disability policy, period of time during which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s his Disability continues, may continue to participate in certain of the Employer may terminate Employee’s employment employee benefit plans in which he participated immediately upon written noticeprior to his removal. If Employee’s employment is terminated in connection with Employee’s DisabilityThese benefits would include participation in, in addition as applicable and to the Accrued Obligations extent defined in the Company’s applicable plans, group life, medical/dental and subject disability insurance plans, each at the same ratio of employer/employee contribution as applicable to and conditioned on Employee’s compliance with the terms Executive immediately prior to his removal; and, thereafter, at the same ratio of Section 5 hereofemployer/employee contribution as then-applicable to other executive-level employees in the Company. In addition, Employee the Executive shall be eligible entitled to receive (A) a bonus with respect to Employer’s fiscal year in which the 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 compensation and including benefits accrued through the date of termination 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. For avoidance of doubt, the payment of any bonus to which the Executive may be entitled for the period of time up to the date of his removal pursuant to Section 4.2 hereof, would be paid pursuant to Section 5.2(B)(ii), below. However, the Executive’s rights to bonuses and divided by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days of the termination 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, non-forfeitable and, if applicable, exercisable, and all performance-based shares awardsfringe benefits accruing after his removal, if any, shall remain outstanding and shall vest based cease upon actual performance determined at such removal; provided, however, that nothing contained in this Agreement is intended to limit or otherwise restrict the end availability of any benefits to the Executive required to be provided pursuant to Section 4980B of the applicable performance period Code. (B) The Executive shall be entitled to payments equal to: (i) the “Equity Acceleration”lesser of (a) one year’s Base Salary (as in effect as of the date of removal), except or (b) the amount of Base Salary that would have been payable to the Executive from the date of removal through the Term of the Agreement, either (a) or (b) payable as set forth 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 award agreementCompany’s payroll practice) for the lesser of six months or the remainder of the Term; plus (ii) any Preceding and/or Pro Rata Bonus to which the Executive is entitled (payable not less than six months following such removal from his position; but otherwise in accordance with Section 3.2).

Disability. Employer may terminate EmployeeIf Executive’s employment by the Company under this Agreement upon and the Disability (as defined below) Employment Term are terminated by reason of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of EmployeeExecutive’s Disability, the Company shall pay to Executive or Executive’s legally appointed representative, as Disability benefits, the following: (i) Employee shall continue an amount equal to receive Employee’s the amount of the Base Salary for ninety (90) days under in effect as of the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continuesTermination Date multiplied by a fraction, the Employer may terminate Employee’s numerator of which is the number of completed years of employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to of Executive by the Accrued Obligations Company or any subsidiary of the Company and subject to and conditioned on Employee’s compliance with the terms denominator of Section 5 hereof, Employee which shall be eligible to receive five; of which (A) a bonus with respect to Employer’s fiscal one-half (1/2) is payable in one lump sum no later than two-and-one-half months after the end of the calendar year in which the 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 termination date; Termination Date shall occur and (B) all timethe remaining one-based Equity Awards granted half (1/2) is payable in 24 equal monthly installments, without interest, commencing no later than the first anniversary of the date of the lump sum payment referred to Employee by Pediatrix prior to termination in clause (A) of Employee’s employment shall immediately become fully vested, non-forfeitable this subparagraph 7(b)(i); and, if applicable, exercisable, and all performance-based shares awards (ii) from the Bonus Pool, if any, for the Bonus Pool Period in which the Termination Date shall remain outstanding occur an amount derived from the amount of such Bonus Pool, if any, by a fraction, the numerator of which shall be the number of calendar days during such Bonus Pool Period prior to the Termination Date and shall vest based upon actual performance determined the denominator of which is the number of calendar days during the Bonus Pool Period; payable at the end such times and in such amounts as Executive would have been entitled to receive Executive’s portion of the applicable performance period Bonus Pool in accordance with the provisions of paragraph 4(c) of this Agreement had Executive’s Disability not occurred. Such Disability benefits amount shall be exclusive of and in addition to any payments Executive or Executive's representative may be entitled to receive pursuant to any disability plan of the Company in which Executive participated in as of the Termination Date. In addition, any Base Salary due Executive for periods prior to the Termination Date shall be paid to Executive or Executive’s representative at such times and in such amounts as Executive would have been entitled to receive under the terms of this Agreement (or other agreement entered into by the “Equity Acceleration”)Company and Executive) had Executive’s Disability not occurred. Upon payment of such Disability benefits, except as set forth in the award agreementCompany shall have no further obligations to Executive under this Agreement or otherwise.

Disability. Employer may terminate Employee’s employment under this Agreement upon the If a Disability (as defined below) of EmployeeExecutive occurs during the Term, the Board may give Executive written notice of its intention to terminate his employment while Executive continues to be subject to such Disability. The termination date for a termination In such event, Executive’s services with the Company shall terminate as of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employeesuch notice. In the event case of Employee’s a termination as a result of a Disability, the Company shall pay or provide Executive with the following: (i) Employee shall continue to receive Employee’s his then current accrued and unpaid Base Salary through his date of termination as well as 100% of any accrued and unpaid bonus for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 termination date occurs, equal to Employee’s minimum Target Bonus for any years preceding the year of termination, multiplied by 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 Company’s other senior executives (based on actual results and the number of days months worked in the applicable fiscal year prior of the Company), (iii) the 2008 SARs shall become vested and exercisable subject to and including in accordance with the date of termination and divided SAR Award Agreements, (iv) the ▇▇▇▇ ▇▇▇▇ described in Section 3(i)(B) hereof shall become vested in accordance with the RSU Award Agreement, (v) the retiree medical benefits described in Section 3(h) hereof without regard to whether Executive has been employed by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days of the termination date; Company for at least four years following the Effective Date, and (Bvi) all timeother benefits and payments to which Executive is then entitled hereunder in accordance with the terms hereof or pursuant to Section 4(k) in accordance with the terms of such plan or arrangement. For the purpose of this Section 4(b), “Disability” shall mean Executive’s inability to perform his duties for the Company on a full-based Equity Awards granted to Employee by Pediatrix 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 Employeethe Term on account of Executive’s employment Disability, Executive shall immediately become fully vestedreceive his full compensation hereunder as if actively at work. Notwithstanding the foregoing, 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 in the end event that as a result of absence because of mental or physical incapacity Executive incurs a “separation from service” within the applicable performance period meaning of such term under “Code Section 409A” (the “Equity Acceleration”as defined in Section 20(a) hereof), except Executive shall on such date automatically be terminated from employment as set forth in the award agreementa Disability termination.

Disability. Employer may terminate Employee’s employment under this Agreement upon (a) During the Disability (Term of Employment, as defined below) of Employee. The termination date for a termination of this Agreement pursuant well as during the Severance Period, Executive shall be entitled to disability coverage as described in this Section 4.2 shall be the date specified by Employer in a notice to Employee8(a). In the event Executive becomes disabled, as that term is defined under the Company’s Long-Term Disability Plan, Executive shall be entitled to receive pursuant to the Company’s Long-Term Disability Plan or otherwise, and in place of Employeehis 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 Disability, 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 the Company in accordance with Section 10(f) below. If (i) Employee shall continue Executive ceases to receive Employee’s Base Salary for ninety be disabled during the Term of Employment (90) days under the Employer’s short term disability policy, which may be amended or modified as determined in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance accordance with the terms of Section 5 hereofthe Long-Term Disability Plan), Employee (ii) his position or another senior executive position is then vacant and (iii) the Company requests in writing that he resume such position, he may elect to resume such position by written notice to the Company within 15 days after the Company delivers its request. If he resumes such position, he shall thereafter be entitled to his Base Salary at the 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 Employment and does not resume his position in accordance with the preceding sentence, he shall be eligible treated as if he voluntarily terminated his employment pursuant to receive Section 10(d) as of the date Executive ceases to be disabled. If Executive is not offered his position or another senior executive position after he ceases to be disabled during the Term of Employment, he shall be treated as if his employment was terminated Without Cause pursuant to Section 10(c) as of the date Executive ceases to be disabled; provided, however, that if a Change in Control shall have occurred during the period of Executive’s disability, he shall be treated as if his employment was terminated Without Cause following a Change in Control pursuant to Section 10(e) as of the date Executive ceases to be disabled. (Ab) Executive shall be entitled to a bonus with respect to Employer’s fiscal pro rata annual cash incentive award for the year in which the termination date occursCommencement Date occurs based on the most recently established market target annual cash incentive amount, equal payable in a cash lump sum not later than 15 days after the Commencement Date. Executive shall not be entitled to Employee’s minimum Target Bonus any annual incentive award with respect to the period following the Commencement Date. If 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 terminationall employee benefits and entitlements in which he was participating on the Commencement Date, multiplied 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. Notwithstanding the foregoing, with respect to any benefit plan or program providing benefits covered by Section 409A of the number Code, the definition of days “termination of employment” set forth in Section 1(g) above shall apply. (d) The provisions of this Agreement in Section 8(a)-(c), above, shall apply in the fiscal year prior to and including event Executive shall become disabled, as that term is defined in the date of termination and divided by three hundred sixty five (365) (a “ProCompany’s Long-Rated Bonus”) payable within thirty (30) days of the termination 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, non-forfeitable Term Disability Plan 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth provided in Section 8(a), the award agreementprovisions of Section 10 shall not apply if the Executive has a termination of employment due to such disability.

Disability. Employer may terminate Employee’s employment under this Agreement upon the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee Termination by the Company of Executive's employment based on "Disability" shall continue occur if: (A) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than twelve (12) months; (B) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than twelve (12) months, Executive is receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company; or (C) Executive is determined to be totally disabled by the Social Security Administration. Executive shall be entitled to receive Employee’s Base Salary for ninety (90) days benefits under the Employer’s any short or long-term disability policy, which may be amended or modified in plan maintained by the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and Company. (ii) following such Initial Disability PeriodThe Company shall pay Executive, if Employee’s Disability continuesas disability pay, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 termination date occurs, monthly payment equal to Employee’s minimum Target Bonus three-quarters (3/4) of Executive's monthly rate of base salary, plus any bonus paid to Executive 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 preceding year. These disability payments shall commence within thirty (30) days of the date of Executive's termination datedue to Disability and will end on the earlier of (A) the date Executive returns to the full-time employment of the Company in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between Executive and the Company; and (B) all timethe date the Executive begins full-based Equity Awards granted time employment with another employer; (C) the date Executive attains the normal age of retirement (as defined in the Company's defined benefit pension plan) or begins receiving benefits under any substitute retirement plan adopted by the Company; or (D) the date of Executive's death. Notwithstanding any other provision to Employee the contrary, the Company's obligation for any payments required to be made under this Section 8(c) shall be reduced by Pediatrix any proceeds received by Executive from disability income insurance or any other disability policy or plan maintained by the Company for Executive which was paid for by the Company as partial satisfaction of its obligation under this Section 8(c). (iii) The Company shall cause to be continued life insurance and non-taxable medical and dental coverage substantially identical to the coverage maintained by the Company for Executive prior to his termination for Disability. This coverage shall cease upon the earlier of Employee’s (A) the date Executive returns to the full-time employment shall immediately become fully vested, 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 end of the applicable performance period (the “Equity Acceleration”)Company, except as set forth in the award agreementsame capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between Executive and the Company; (B) the date Executive begins full-time employment with another employer; (C) the date Executive attains the normal age of retirement or begins receiving benefits under the Company's retirement plan; or (D) the date of Executive's death. (iv) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to Executive during any period during which Executive is incapable of performing his duties hereunder by reason of temporary disability.

Disability. Employer may terminate EmployeeSubject to the requirements of the Americans with Disabilities Act, Massachusetts General Laws Chapter 151B and any other applicable laws, Executive’s employment under this Agreement upon hereunder may be terminated by the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer Company at any time in a notice to Employee. In the event of Employeethe Disability of Executive. For purposes of this Agreement, “Disability” shall mean the inability of Executive to perform the essential functions of Executive’s Disabilityposition, with or without reasonable accommodation, due to physical or mental disablement which continues for a period of four (i4) Employee shall continue consecutive months during the Employment Term, as determined by an independent qualified physician mutually acceptable to receive Employeethe Company and Executive (or Executive’s Base Salary for ninety (90personal representative) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Periodor, if Employee’s Disability continuesthe Company and Executive (or such representative) are unable to agree on an independent qualified physician, as determined by a panel of three physicians, one designated by the Employer may terminate Employee’s employment immediately upon written noticeCompany, one designated by Executive (or such representative) and one designated by the two physicians so designated. If EmployeeExecutive’s employment is terminated in connection with Employee’s by the Company for Disability, in addition all compensation and benefits provided to Executive by the Company pursuant to this Agreement or otherwise shall cease as of the Termination Date, except that (a) the Company shall pay Executive all amounts owed to Executive for work performed prior to the Accrued Obligations Termination Date, (b) provided that Executive first executes a general release in a form and subject of a scope acceptable to and conditioned on Employee’s compliance with the terms of Section 5 hereofCompany, Employee Executive shall be eligible entitled to receive the Severance Package, except that the lump sum based on Executive’s Base salary paid as a part of the Severance Package shall be reduced by the amount of Base Salary, salary continuation (Ashort-term disability), and cash disability benefits (long-term disability) a bonus with respect paid to Employer’s fiscal year in which the termination date occurs, equal to Employee’s minimum Target Bonus Executive for the year of terminationcorresponding period under the Company’s employee benefit plans as then in effect, 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 any Stock Option held as of the termination date; and (B) Termination Date shall become immediately exercisable as to all time-based Equity Awards granted option shares without regard to Employee by Pediatrix prior to termination of Employee’s employment shall immediately become fully vested, 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 end of vesting schedule set forth on the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementOption Certificate.

Disability. Employer may terminate Employee’s employment i. For the duration of this agreement, the Board shall provide to the Superintendent a disability insurance program at no cost to the Superintendent either by purchasing the same or through self- insurance, which program in conjunction with TRS or any other disability plan in which the Superintendent participates guarantees that if the Superintendent, due to illness or accident (whether occurring on the job or elsewhere) is disabled and unable to carry out his duties, his salary as provided under this Agreement upon agreement shall continue to be paid until the Disability (as defined below) of Employee. The termination date for a termination of disability is removed or this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employeeagreement expires on July 1, 2025, whichever occurs first. In the event case of Employeea disability, the Superintendent’s Disabilityaccumulated sick leave and personal leave accumulated from the point of his becoming Superintendent will be applied to maintain his salary and when such leave is exhausted, disability coverage provided herein shall commence. ii. If independent medical evaluation indicates that a disability will prevent the Superintendent from performing his duties for a period of six (i6) Employee months or more, the Board may, at its sole discretion, replace the Superintendent. Provided, however, that should the Board elect to permanently replace the Superintendent and more than twelve (12) months remain in the normal duration of this agreement, the Board shall continue pay severance payments to the Superintendent, which shall include all compensation and benefits provided in this agreement for an additional twelve (12) months beyond the Superintendent’s last day of service as provided in the written notice terminating the agreement. The Superintendent may elect to receive Employee’s Base Salary for ninety severance compensation and benefits on a monthly basis or in one lump sum payment. Should fewer than twelve (9012) days under the Employer’s short term disability policy, which may be amended or modified months remain in the Employer’s discretion upon written notice to Employee normal duration of this agreement, compensation will cease with the expiration of the agreement on July 1. iii. If independent medical evaluation indicates that a disability will prevent the Superintendent from performing his duties for a period of two (the “Initial Disability Period”), and (ii2) following such Initial Disability Period, if Employee’s Disability continuesmonths or more, the Employer may terminate Employee’s employment immediately upon written noticeBoard, at its sole discretion, shall appoint an Acting Superintendent for any period of disability. iv. If Employee’s employment is terminated in connection with Employee’s Disabilityat any point a question exists concerning the capacity of the Superintendent to fulfill his duties because of any medical condition, in addition the Board may require the Superintendent to submit to a medical examination to be performed by a doctor licensed to practice medicine. The Board and the Superintendent shall mutually agree upon the doctor who shall conduct the examination. The examination shall be conducted at the expense of the Board. The doctor shall limit any report to the Accrued Obligations and subject to and conditioned on Employee’s compliance with issue of whether the terms of Section 5 hereof, Employee shall be eligible to receive (A) Superintendent has a bonus with respect to Employer’s fiscal year in continuing medical condition or disability which the 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 termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementprohibits his from performing his duties.

Disability. Employer If the Company 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 Employeehis employment. In such event, the Executive’s employment under this Agreement upon with the Disability 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 fails to perform his duties hereunder as defined below) a result of Employee. The termination date for a termination of this Agreement the Disability, the Executive shall continue to receive his full Base Salary and incentive compensation until the Executive’s employment is terminated pursuant to this Section 4.2 6.3(b). Upon any such termination neither party shall be have any rights or obligations under Article 1, Article 2, Section 3.1, Section 3.2, or Article 4; provided, however, that the date specified by Employer in Company shall pay the Executive any amount due and owing as of the Termination Date pursuant to Section 3.1 and Section 3.2 (excluding a notice to Employee. In Bonus for the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 termination date occurs) and Article 4 and, after termination an amount equal to Employeetwelve (12) months of the Executive’s minimum Target Bonus for Base Salary (determined as the year of termination, multiplied by Executive’s last annual Base Salary during the number of days in the fiscal year 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, provided, however, that this payment is contingent on the Executive having executed a release in favor of the Company within sixty (60) days following Executive’s termination of employment and including not thereafter revoking such release. For purposes of this Agreement, “Disability” shall mean the date inability of termination the Executive to perform his duties to the Company on account of physical or mental illness or incapacity for a period of one hundred and divided by twenty (120) consecutive calendar days, or for a period of one hundred and eighty (180) calendar days, whether or not consecutive, during any three hundred and sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days day period. Any equity awards held by the Executive shall be governed by the terms and conditions of the termination date; relevant plan and (B) all time-based Equity Awards granted to Employee by Pediatrix prior to termination of Employee’s employment shall immediately become fully vested, 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 end of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementgrant documents.

Disability. Employer may terminate Employee’s employment under this Agreement upon the Disability (as defined below1) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disabilitydisability (as hereinafter defined), (i) the Employee shall continue to receive Employee’s Base Salary any disability insurance for ninety (90) days under which the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee shall be eligible under any disability insurance or similar program maintained by the Bank. For the first twelve (12) months of the Employee’s disability, the Bank shall pay the Employee the difference between the Employee’s monthly Base Salary and the amount that is paid to receive (A) a bonus with respect the Employee pursuant to Employer’s fiscal year in any disability insurance or similar program which the termination date occursBank has provided or may provide on behalf of its employees pursuant to any ▇▇▇▇▇▇▇’▇ or social security disability program, equal it being understood that such program or insurance shall have primary responsibility of coverage. Notwithstanding anything to Employee’s minimum Target Bonus for the year of terminationcontrary herein, 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 no payments shall be made hereunder which would violate Code Section 409A. Accordingly, any payments required hereunder shall commence within thirty (30) days from the date of the termination date; and (B) all time-based Equity Awards granted to Employee by Pediatrix prior to termination determination of Employee’s employment shall immediately become fully vested, non-forfeitable and, if applicable, exercisabledisability, and all performance-based shares awardswill be paid in accordance with the regular payroll practices of the Bank. As used in this Agreement, the term “disability” or “disabled” shall be construed to comply with Code Section 409A and shall be deemed to have occurred if: (i) Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Exhibit 99 Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. (2) In the event Employee is disabled for a continuous period exceeding twelve (12) calendar months, the Bank may, at its election, terminate this Agreement and Employee’s employment (if not previously terminated). In such event, the Employee shall be entitled to receive from the Bank the difference, if any, between fifty (50%) percent of her Base Salary and the amount that is paid to the Employee pursuant to any disability insurance or similar program sponsored by the Bank. Payment of such disability benefit shall remain outstanding commence on the last day of the month following the month for which the final payment under Section 9(b)(1) was made, and cease on the earliest of the month in which the Employee (1) dies, (ii) attains age 65, or (iii) returns to full-time employment with the Bank. Payments required hereunder shall be made consistent with the requirements of Code Section 409A, in the same manner contemplated by Section 9(b)(1) hereof. (3) During the period the Employee is entitled to receive payments under Section 9(b)(1) and 9(b)(2) hereof, the Employee shall, to the extent that she is physically and mentally able to do so, furnish information and assistance to the Bank, and, in addition, upon reasonable request in writing on behalf of the Board, or an executive officer designated by such Board, from time to time, make herself available to the Bank to undertake reasonable assignments consistent with the dignity, importance and scope of her prior position and her physical and mental health.During such period of service, the Employee shall be responsible and report to, and be subject to the supervision of, the Board or an executive officer designated by the Board, as to the method and manner in which she shall perform such assignments, subject always to the provisions of this Section 9(b)(3), and shall vest based upon actual performance determined at the end keep such Board or such executive officer appropriately informed of the applicable performance period (the “Equity Acceleration”), except as set forth her progress in the award agreementeach such assignment.

Disability. Employer may terminate Employee’s employment Notwithstanding the provisions of subsection (a)(iii) ---------- above, if the Executive shall be disabled so as to be unable to perform the essential functions of the Executive's then existing position or positions under this Agreement upon with or without reasonable accommodation, the Disability Chief Executive Officer or the Board of Directors may remove the Executive from 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 (as defined belowless any disability pay or sick pay benefits to which the Executive may be entitled under the Employer's policies) of Employee. The termination date for a termination and benefits under Section 4 of this Agreement pursuant (except to this Section 4.2 shall 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 date specified remainder of the Initial Term or, if the Initial Term has expired, any Extended Term, provided that the Executive remains employed by the Employer in a notice to Employeeduring 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 Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended Executive's then existing position or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continuespositions, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee Executive shall be eligible to receive (A) a bonus Termination Benefits subject to and in accordance with respect the terms and conditions of Section 6(d), provided that the Executive's Termination Benefit additionally shall be subject to Employer’s fiscal year in which reduction by the termination date occurs, equal to Employee’s minimum Target Bonus amount of any payments the Executive receives under any disability benefit plan or plans or insurance policies the Employer maintains for the year 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 terminationthe Executive's then existing position or positions with or without reasonable accommodation, multiplied 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 number 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 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 this Agreement be conclusive of the termination date; issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and (Bthe Executive shall fail to submit such certification, the Employer's determination of such issue shall be binding on the Executive. Nothing in this Section 6(e) all time-based Equity Awards granted shall be construed to Employee by Pediatrix prior to termination of Employee’s employment shall immediately become fully vested, non-forfeitable and, if applicable, exercisable, and all performance-based shares awardswaive the Executive's rights, if any, shall remain outstanding under existing law including, without limitation, the Family and shall vest based upon actual performance determined at Medical Leave Act of 1993, 29 U.S.C. (S)2601 et seq. and the end of the applicable performance period Americans with Disabilities Act, 42 U.S.C. (the “Equity Acceleration”), except as set forth in the award agreementS)12101 et seq.

Disability. Employer may terminate Employee’s employment under this Agreement upon Following the Disability (as defined below) use of Employee. The termination date for a termination of this Agreement pursuant all sick days to this Section 4.2 shall be which the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days Executive is entitled under the Employerpolicies applicable to the Company’s short term disability policysenior executives, which may be amended or modified in while he is Disabled until the Employer’s discretion upon written notice to Employee Date of Termination (the “Initial Disability Period”), and the Company shall, in lieu of payment of his Base Salary, pay the Executive (i) a disability benefit equal to 50% of the Base Salary that he would otherwise be entitled to receive for the Disability Period; (ii) following such Initial Disability Periodsubject to the terms and conditions of the applicable Company fringe benefit or incentive compensation plan or program, all other unpaid amounts, if Employeeany, to which the Executive is entitled as of the Executive’s Disability continuesdate of disability, under any Company fringe benefit or incentive compensation plan or program, at the Employer may terminate Employeetime such payments are due (including, without limitation, any Annual Bonus to the extent unpaid in respect of the calendar year ending prior to the date of the Executive’s employment immediately upon written notice. If Employeedisability); (iii) an amount equal to two times the Executive’s employment is terminated full Base Salary then in connection with Employee’s Disabilityeffect, in addition a lump sum within forty-five (45) days after such Date of Termination; and (iv) an amount equal to the Accrued Obligations and subject to and conditioned on Employee’s compliance with product of the terms of Section 5 hereof, Employee shall be eligible to receive (A) a bonus with respect to Employer’s fiscal target Annual Bonus for the calendar year in which the termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, Executive became Disabled multiplied by a fraction the numerator being the number of days in the fiscal calendar year of his termination due to his becoming Disabled prior to the commencement of the Disability Period, and including the date of termination and divided by three hundred sixty denominator being 365, in a lump sum within forty-five (365) (a “Pro-Rated Bonus”) payable within thirty (3045) days after such Date of Termination; provided, however, that any payments made to the Executive during the Disability Period shall be reduced by any amounts paid or payable to the Executive under any Company disability benefit plans. Subject to the terms of this Agreement, 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 Disabled, the Company may refer the same to a licensed practicing physician of the termination date; and (B) all time-based Equity Awards granted to Employee by Pediatrix prior to termination of EmployeeCompany’s employment shall immediately become fully vested, non-forfeitable and, if applicable, exercisablechoice, and all performance-based shares awardsthe Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. During the period in which the Executive is Disabled, if any, shall remain outstanding and shall vest based upon actual performance determined at the end of Company may appoint a temporary replacement to assume the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementExecutive’s responsibilities.

Disability. Employer may terminate Employee’s employment under this Agreement upon (a) During the Disability (as defined below) Term of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s DisabilityEmployment, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 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 conditions on eligibility and divided by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days of the termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except participation as set forth in the Company’s Long-Term Disability Plan documents, the Executive shall be entitled to 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 attainment of age 65. If (i) the Executive ceases to be disabled (as determined in accordance with the terms of the Long-Term Disability Plan) during the Term of Employment, (ii) Executive’s position or another senior executive position is then vacant and (iii) the Company requests in writing that Executive resume such position, Executive may elect to resume such position by written notice to the Company within 15 days after the Company delivers its request. If Executive resumes such position, Executive shall thereafter be entitled to Executive’s Base Salary at the annual rate in effect at the Commencement Date and, for the year Executive resumes Executive’s position, a pro rata annual incentive award agreementand 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 pursuant to Section 10(e) as of the date the Executive ceases to be disabled. If the Executive is not offered Executive’s position or another executive position after Executive ceases to be disabled during the Term of Employment, Executive shall be treated as if Executive’s employment was terminated without Cause pursuant to Section 10(c) as of the date the Executive ceases to be disabled. (b) Subject to the 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 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 stock incentive awards following the Commencement Date.

Disability. Employer The Company shall 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 obligations hereunder for a total of 180 days in any 12-month period. The Company shall rely upon a certification performed by the Company's disability insurer or by a physician jointly chosen by the Executive's doctor and the Company's 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 Employee’s the Executive's employment if the Executive shall become entitled to benefits under this Agreement upon the Disability (Company's disability plan as defined below) of Employeethen in effect. The Upon any termination date for a termination of this Agreement pursuant to this Section 4.2 5.2, the Company shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue pay to receive Employee’s the Executive any unpaid Base Salary for ninety (90) days under through the Employer’s short term disability policyeffective date of termination specified in such notice, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Periodpay to the Executive the Executive's accrued but unpaid Incentive Compensation, if Employee’s Disability continuesany, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned for any Bonus Period ending 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 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 or before the date of termination and divided by three hundred sixty five of the Executive's employment with the Company, (365iii) continue to pay the Executive through the date which is six (6) months after the termination but no later than the Expiration Date) (a “Pro-Rated Bonus”) payable within thirty (30) days the "Continuation Period"), an amount equal to the Base Salary the Executive was receiving at the time of the termination date; Executive's Disability, such amount to be paid in the manner and at such times as the Base Salary otherwise would have been payable to the Executive, and (Biv) all time-based Equity Awards granted continue to Employee by Pediatrix prior pay the Executive Incentive Compensation and continue to termination provide the Executive with the benefits the Executive was receiving under Section 4.2 hereof (the "Benefits") through the Continuation Period (to the extent permitted under the terms of Employee’s employment shall immediately become fully vested, non-forfeitable and, if applicable, exercisableapplicable insurance and other benefit programs of the Company then in affect and covering the Executive, and all performance-based shares awards, if any, provided further that the Company shall remain outstanding and shall vest based upon actual performance determined at not take any affirmative action from the time of giving notice of termination to the Executive through the end of the applicable performance period (Continuation Period which would cause the “Equity Acceleration”)relevant insurance and other benefits available to the Executive to be reduced or eliminated) following the termination of the Executive's employment with the Company, except as set forth in the award agreementmanner and at such times as the compensation or Benefits otherwise would have been payable or provided to the Executive, provided that the amounts payable to the Executive pursuant to the foregoing clauses (i) through (iv) shall be reduced by the amount actually paid to the Executive pursuant to the disability insurance referred to in Section 4.2 hereof. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Section 4.1).

Disability. Employer may terminate Employee’s employment under this Agreement upon (i) If the Companies determine in good faith that the Executive has incurred a Disability (as defined below) during the Term of EmployeeEmployment, the Companies may give the Executive written notice of their intention to terminate the Executive's employment. In such event, the Executive's employment with the Companies shall terminate effective on the 30th day after receipt of such notice by the Executive, provided that within the 30 days after such receipt, the Executive shall not have returned to full-time performance of his duties. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee Executive shall continue to receive Employee’s his Annual Base Salary for ninety and benefits until the date of termination. In the case of the Executive's Disability, the Companies shall pay to the Executive (90a) days under promptly after the Employer’s short term disability policyExecutive's termination, the unpaid Annual Base Salary to which may be amended or modified in he is entitled pursuant to subsection 5(a) through the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”)Executive's termination, and (iib) following such Initial Disability Period, if Employee’s Disability continues, as soon as practicable after the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to close of the Accrued Obligations and subject 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 Executive's termination date occurs, equal to Employee’s minimum Target a prorated portion of any unpaid Bonus for the year of termination, multiplied Compensation determined by the number of days in Boards. In addition, the fiscal year prior to and including Companies shall pay the date of termination and divided by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days of the termination 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, 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 end of the applicable performance period (the “Equity Acceleration”), except Executive severance benefits as set forth in Section 7. This subjection 6(b) shall not limit the award agreemententitlement of the Executive, his estate, or beneficiaries to any disability or other benefits then available to the Executive under any disability insurance or other benefit plan or policy which is maintained by the Companies for the Executive's benefit. (ii) For the purpose of this section "Disability" shall mean the Executive's failure to perform his duties to the Companies on a full-time basis for a total of 12 consecutive weeks or any 16 weeks during any 12-month period as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Companies and acceptable to the Executive or the Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably).

Disability. Employer may 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 have the right to terminate Employee’s Executive's employment under this Agreement upon the Disability (as defined below) of Employee. The termination date for a termination of this Agreement pursuant to this Section 4.2 shall be the date specified by Employer in a 30 days' prior written notice to EmployeeExecutive at any time during the continuation of such inability. In the event of Employee’s Disabilitytermination under this Section 4.2, (ia) Employee Castlewood (US) shall thereafter be obligated to continue to pay Executive's Base Salary for a period of 36 months, periodically in accordance with Castlewood (US)'s regular payroll practices, unless Executive is at such time a "specified employee" for purposes of Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended, in which event payment shall not commence until the first 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 a lump sum, and (b) Castlewood (US), on the 10th day following the date of termination, shall pay any other amounts (including salary, bonuses, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by Castlewood (US) shall be credited against and shall reduce the Base Salary otherwise payable by Castlewood (US) following termination of employment. If, for the year in which Executive's employment is terminated pursuant to this Section 4.2, Company achieves the performance goals established in accordance with any incentive plan in which Executive participates, Castlewood (US) shall pay Executive an amount equal to the 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 second calendar year commencing on the date of termination, to continue to receive Employee’s Base Salary at Castlewood (US)'s expense medical benefits coverage (as described in Section 3.3) for ninety Executive and Executive's spouse and dependents (90if any) days under the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), if and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations extent Castlewood (US) was paying for such benefits to Executive and subject to Executive's spouse 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 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 termination 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, 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 dependents at the end time of the applicable performance period (the “Equity Acceleration”), except as set forth in the award agreementsuch termination.

Disability. Employer may terminate Employee’s employment (i) During any period of disability, illness or incapacity during the term of this Agreement which renders the Executive at least temporarily unable to perform the services required under this Agreement, the Executive shall receive the Base Salary payable under Section 3(a) of this Agreement upon plus any cash bonus compensation earned pursuant to the Disability provisions of any incentive compensation plan then in effect but not yet paid, less any cash benefits received by him under any disability insurance carried by or provided by the Company. Upon the Executive's "Permanent Disability" (as defined below), which permanent disability continues during the payment periods specified herein, the Company shall pay to the Executive for the period of time specified below an amount (the "Disability Payment") of Employee. The termination date for a termination of this Agreement pursuant equal to this Section 4.2 shall be the date specified by Employer in a notice to Employee. In the event of Employee’s Disability, (i) Employee shall continue sum of (A) the Base Salary, paid in the same monthly or other periodic installments as in effect at the time of the Executive's Permanent Disability plus (B) an equal monthly pro rata portion of an amount of cash equal to receive Employee’s Base Salary for ninety (90) days the target level of the annual cash bonus payable to the Executive under the Employer’s short term disability policyCompany's Management Incentive Compensation Plan as described on Exhibit A or any similar bonus or incentive plans or programs then in effect (the "MICP Target Amount"), which may MICP Target Amount shall be amended or modified paid in pro rata equal monthly installments over the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and period of time specified below (ii) reduced by the amount of any monthly payments under any policy of disability income insurance paid for by the Company which payments are received during the time when any Disability Payment is being made to the Executive following such Initial Disability Period, if Employee’s the Executive's Permanent Disability. For so long as the Executive's Permanent Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition Disability Payment shall be paid by the Company to the Accrued Obligations Executive at the same time or times as would have been the case for payment of Base Salary over the unexpired term of this Agreement if the Executive had not become permanently disabled and subject to and conditioned on Employee’s compliance with had remained employed by the terms of Section 5 hereofCompany hereunder, Employee but in no case shall such period exceed 24 months. The Executive may be eligible entitled to receive (A) a bonus with respect to Employer’s fiscal year in payments under any disability income insurance which the termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, multiplied may be carried by or provided by the number of days Company from time to time. Upon "Permanent Disability" (as that term is defined in the fiscal year prior to and including the date of termination and divided by three hundred sixty five (365Section 7(b)(ii) (a “Pro-Rated Bonus”below) payable within thirty (30) days of the termination 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, 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 end of the applicable performance period (the “Equity Acceleration”)Executive, except as set forth provided in this Section 7(b), all rights of the award agreementExecutive under this Agreement (other than rights already accrued) shall terminate.

Disability. Employer If your status as Service Provider terminates because of your Disability, you may, but only within six (6) months from the date of such termination, exercise the Option to the extent that the Option was exercisable as of the date of such termination. For purposes of the Option, your status as a Service Provider will be considered terminated for purposes of vesting and any post-termination exercise period as of the date you are no longer actively providing services to the Company or a Parent or Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Administrator shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Option (including whether you may terminate Employee’s employment under this Agreement upon still be considered to be providing services while on a leave of absence). Further, no claim or entitlement to compensation or damages shall arise from forfeiture of the Disability (as defined below) of Employee. The termination date for a Option resulting from the termination of this Agreement pursuant your status as a Service Provider (for any reason whatsoever, whether or not later found to this Section 4.2 shall be the date specified by Employer invalid or in a notice to Employee. In the event breach of Employee’s Disability, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under the Employer’s short term disability policy, which may be amended or modified employment laws in the Employer’s discretion upon written notice to Employee (jurisdiction where you are employed or the “Initial Disability Period”terms of your employment agreement, if any), and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject 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 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 consideration of the termination date; and (B) all time-based Equity Awards granted grant of the Option to Employee by Pediatrix prior which you are otherwise not entitled, you irrevocably agree never to termination of Employee’s employment shall immediately become fully vestedinstitute any claim against the Company or any Parent or Subsidiary, non-forfeitable and, if applicable, exercisable, and all performance-based shares awardswaive your ability, if any, shall remain outstanding to bring any such claim, and shall vest based upon actual performance determined at release the end Company and any Parent or Subsidiary from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of the applicable performance period (the “Equity Acceleration”)competent jurisdiction, except as set forth then, by participating in the award agreementPlan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim.

Disability. Employer may terminate EmployeeIn the event that Executive becomes “disabled” within the meaning of such term under the OUTFRONT’s employment under this Agreement upon the Short-Term Disability (“STD”) program and its Long-Term Disability (“LTD”) program while employed during the Term (such condition is referred to as defined below) of Employee. The termination date for a “Disability”), Executive will be considered to have experienced a termination of this Agreement pursuant to this Section 4.2 shall be employment with OUTFRONT and its subsidiaries as of the date specified Executive first becomes eligible to receive benefits under the LTD program in which OUTFRONT’s senior executives are eligible to participate or, if Executive does not become eligible to receive benefits under such OUTFRONT LTD program, Executive has not returned to work by Employer the six (6) month anniversary of Executive’s Disability onset date. Except as provided in this paragraph 7, if Executive becomes Disabled while employed during the Term, Executive will exclusively receive compensation under the STD program in accordance with its terms. Thereafter, Executive will be eligible to receive benefits under the LTD program in accordance with its terms. If Executive has not returned to work by December 31st of a notice to Employee. In calendar year during the event of Employee’s DisabilityTerm, Executive will receive bonus compensation for the calendar year(s) during the Term in which Executive receives compensation under the STD program, determined as follows: (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days the portion of the calendar year from January 1st until the date on which Executive first receives compensation under the EmployerSTD program, bonus compensation shall be determined in accordance with the EBP (i.e., based upon OUTFRONT’s short term disability policy, which may be amended or modified in the Employerachievement of its goals and OUTFRONT’s discretion upon written notice to Employee (the “Initial Disability Period”), good faith estimate of Executive’s achievement of Executive’s personal goals) and prorated for such period; and (ii) for any subsequent portion of that calendar year and any portion of the following calendar year in which Executive receives compensation under the STD program, bonus compensation shall be in an amount equal to Executive’s Target Bonus and prorated for such Initial Disability Periodperiod(s). Subject to paragraph 18 hereof, bonus compensation under this paragraph 7 shall be paid, less applicable deductions and withholding taxes, by February 28th of the year(s) following the year as to which such bonus compensation is payable. Executive will not receive bonus compensation for any portion of the calendar year(s) during the Term while Executive receives benefits under the LTD program. For the periods that Executive receives compensation and benefits under the STD and LTD programs, such compensation and benefits and the bonus compensation provided under this paragraph 7 are in lieu of Salary and Bonus under paragraphs 3(a) and (b). In addition, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If EmployeeExecutive’s employment is terminated due to her “Permanent Disability” (as defined in the then current LTIP), all outstanding equity awards (or portions thereof) granted to Executive in connection with EmployeeExecutive’s Disability, in addition to the Accrued Obligations employment with OUTFRONT shall accelerate and subject to and conditioned vest immediately 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 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 termination date; and (B) all time-based Equity Awards granted to Employee by Pediatrix prior to such termination of Employee’s employment shall immediately become fully vested, 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 end of the applicable performance period be settled as soon as administratively feasible (the “Equity Acceleration”but no later than ten (10) business days thereafter), except as set forth in the award agreement.

Disability. Employer may terminate Employee’s employment under this Agreement upon the Disability If Executive becomes disabled (as defined below) of Employee. The termination date for a prior to the termination of his active employment or the non-renewal of this Agreement pursuant Agreement, he will be entitled to this Section 4.2 shall be apply at his option for the date specified by Employer Company's long-term disability benefits. If he is accepted for such benefits, then the terms and provisions of the Company's benefit plans and the programs (including the Company's Stock Option and Restricted Stock Plans) that are applicable in a notice to Employee. In the event of Employee’s Disabilitysuch disability of an employee shall apply in lieu of the salary and benefits under this Agreement, except that he will be entitled to the lifetime group insurance benefits described in paragraph 10. If Executive is disabled so that he cannot perform his duties (ias reasonably determined by the Human Resources Committee (HRC)), then the Company may terminate his duties under this Agreement. For purposes of this Agreement, disability will be the inability of Executive, with or without reasonable accommodation, to perform the essential functions of the job. In such event, he will receive eighteen (18) Employee shall continue to receive Employee’s Base Salary for ninety months salary continuation (90) days under the Employer’s short offset by any long term disability policybenefits to which he is entitled), which may together with all other benefits, and during such period of salary continuation any stock options and restricted stock grants then in existence will continue in force for vesting purposes. Executive, if disabled, shall also be amended or modified eligible for lifetime health benefits as if he has completed the eligibility requirements of paragraph 10 and at the rates set forth in paragraph 10. However, during such period of salary continuation for disability, Executive will not be eligible to participate in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”)annual bonus plan, and (ii) following such Initial Disability Period, if Employee’s Disability continues, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms of Section 5 hereof, Employee shall nor will he be eligible to receive (A) a bonus with respect stock option or restricted stock grants or any other long-term incentive awards except to Employer’s fiscal year in which the termination date occurs, equal to Employee’s minimum Target Bonus for the year of termination, multiplied extent approved by the number HRC. After the eighteen (18) months of days in the fiscal year prior to and including the date salary continuation has expired, per plan documents, fifty percent (50%) of termination and divided by three hundred sixty five (365) (a “Pro-Rated Bonus”) payable within thirty (30) days of the termination 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, non-forfeitable and, if applicable, exercisable, and all performance-based shares awardsany remaining unvested annual options, if any, shall remain outstanding will vest and shall vest based upon actual performance determined at the end other fifty percent (50%) of the applicable performance period (unvested annual options will terminate. All PTO will also be paid out. If Executive becomes disabled during the “Equity Acceleration”)Salary Continuation Period, except as he will be entitled only to the salary and benefits described in paragraphs 6 and 10 above, for the periods set forth in the award agreementthose respective paragraphs.

Disability. Employer may terminate Employee’s employment under this Agreement upon the Disability (If Employee is prevented from performing his duties as defined below) of Employee. The termination date for a termination described in Section 1.1 of this Agreement pursuant 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 may terminate the employment of Employee and this Agreement at such time. In such an event, and if Employee or someone authorized to act on his behalf executes and delivers the Separation Date Release described in Section 5.2 and allows such release to become effective, within the timeframe set forth above, then the Company shall pay Employee severance in a single lump sum equal to twelve (12) months of Employee’s Base Salary in effect on Employee’s Separation Date. This severance shall be paid on the Company’s first regular payroll schedule (subject to standard deductions and withholdings) after the 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 in this Section 4.2 5.4 shall be reduced by any amounts expected to be paid to Employee in connection with any federal or state disability insurance payments or benefits, and any private insurance disability payments or benefits, to be provided to Employee within the date specified by Employer in a notice to twelve (12) months following Employee’s Separation Date. In the event of Employee’s DisabilityDisability and if Employee or someone authorized to act on his behalf executes and delivers the Separation Date Release described in Section 5.2 and allows such release to become effective, (i) Employee shall continue to receive Employee’s Base Salary for ninety (90) days under within the Employer’s short term disability policy, which may be amended or modified in the Employer’s discretion upon written notice to Employee (the “Initial Disability Period”), and (ii) following such Initial Disability Period, if Employee’s Disability continuestimeframe set forth above, the Employer may terminate Employee’s employment immediately upon written notice. If Employee’s employment is terminated in connection with Employee’s Disability, in addition to Company will accelerate the Accrued Obligations and subject to and conditioned on Employee’s compliance with the terms vesting of Section 5 hereof, Employee shall be eligible to receive (A) a bonus with respect to Employer’s fiscal year in which the 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 termination date; and (B) all time-based Equity Awards any equity awards granted to Employee by Pediatrix prior to termination the Separation Date such that one hundred percent (100%) of Employee’s employment shall immediately become fully vested, 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 end or options subject to such awards which are unvested as of the applicable performance period (Separation Date shall be accelerated and deemed fully vested as of the “Equity Acceleration”), except as set forth effectiveness of the Separation Date Release described in the award agreementSection 5.2.