Common use of Disability Clause in Contracts

Disability. (a) During the Term of Employment, as well as during the Severance Period, 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 pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (ai) During The Company may terminate the 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 Employmenteither a physical or psychological nature and, as well 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 during the Severance Periodto 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 entitled to disability coverage as described in binding on the Executive. (iii) The date of termination of employment under this Section 8(a4(b) shall be the 10th business day following the Company’s notice to the 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 the Executive becomes disabled, as that term is defined under the Company's Long-Term Disability Planof such termination of employment, the Executive Company shall be entitled to receive pursuant pay to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), Accrued Obligations; (ii) his position or another senior executive position is then vacant any unpaid Prior Year Bonus; and (iii) the Company requests Pro-Rated Bonus. The Accrued Obligations shall be payable in writing that he resume such position, he may elect to resume such position by written notice to the Company a lump-sum within 15 thirty (30) days after the Company delivers its request. If he resumes such positiondate of termination of employment; each of the Prior Year Bonus and the Pro-Rated Bonus, he if any, shall thereafter be entitled to his Base Salary at the payable when annual rate in effect on the Commencement Date and, bonuses for the applicable fiscal year he resumes his position, a pro rata annual incentive awardare paid to other senior executives of the Company. If he ceases to be disabled during the Term of Employment and does not resume his position in accordance with the preceding sentence, he The Executive’s equity interests shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) as governed by the terms of the date applicable BPS equity plan and the Executive’s equity agreements. The Company shall have no further obligation to 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 disabledhereunder. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. The University provides a short-term disability plan (aSTD) During effective the Term first day of Employmentthe 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 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 well 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 Severance Periodapplication and other phases of the process covered by the LTD Plan. This involves, the Executive shall be entitled to disability coverage as described but is not limited to, assisting employees in this Section 8(a). In the event the Executive becomes disabled, as that term is defined under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salarycompleting applications and, at the annual rate request of the employee, assisting the employee in effect on dealing with the commencement date insurance carrier. The University agrees to monitor each LTD case and to keep a record of his eligibility for its involvement in each case. At the Company's 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 benefits plan ("Commencement Date"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 it 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 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 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 employment with the University. Other Income Benefits paid directly and solely to 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 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 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 beginning of disability due to a cost of living adjustment will not be considered in calculating University based disability benefits. This does not apply to cost of living adjustments resulting from wage and salary income earned while on disability. LTD coverage provides continued pension plan deposits, at 14% of covered earnings, to the disabled faculty member’s account for the entire period of LTD coverage. The maximum pension benefit contribution paid to the employee’s 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 age 70 if the disability occurs between 65 and 68 1/2; and for one year if the disability occurs after the age of 68 1/2. Eligibility for long-term disability (LTD) is determined solely by the University’s LTD carrier. The University’s contract with the LTD carrier is based, in part, on the Commencement Date and ending with definition of Optimum Ability. Optimum Ability is the earlier greatest extent of work you are able to occur do in your regular occupation. Part of (A) the Executive's attainment definition of age 65 or (B) the Executive's commencement of retirement benefits from the Company in accordance with Section 10(f) below. If (i) the Executive ceases Optimum Ability allows an employee to be partially disabled during the Term 180-day elimination period and still qualify for LTD. An application for benefits is required. Specifics of Employment (as determined the LTD plan are contained in accordance the brochures provided by the carrier for the contract with the terms University and in the Summary Plan Descriptions. This information is available from the University’s Office of Human Resources. With the beginning of LTD the tenured faculty member’s employment is suspended pending a physician’s release to return to full-time work. Tenured faculty members on LTD do not have departmental voting privileges. Tenured faculty members who have been on LTD for thirty (30) 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 Long-Term Disability Plan)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 (iisee Article 10) his position or another senior executive position is then vacant of the premium for multiple person coverage for group health, group dental, 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, group vision insurance for the year he resumes his positionfirst 30 months of LTD coverage, a pro rata annual incentive awardprovided the employee continues to pay the applicable co-premium. If he ceases At the end of this thirty-month period, the individual may continue to be disabled during purchase health, dental and vision insurance through the Term of Employment and does not resume his position in accordance with University provided the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) as individual pays 100% of the date the Executive ceases to be disabledapplicable premium. 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period term of this Faculty Contract the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including University agrees that it will not change insurance carriers 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 Datefirst consulting with FAC.

Disability. (a) During In the Term of Employment, as well as during event that the Severance PeriodExecutive suffers a Disability, the Executive Company may, in its discretion, terminate the Executive’s employment hereunder. For purposes of this Agreement, “Disability” shall be entitled 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 coverage policy, or, in the absence of such policy, shall be defined as described a physical or mental disability that prevents the Executive from performing his duties under this Agreement for ninety (90) consecutive days or more, or for an aggregate of one hundred twenty (120) days in any period of twelve (12) months. The Company may only terminate the Executive on account of Disability after giving due consideration to whether reasonable accommodations can be made under which the Executive is able to fulfill his duties under this Section 8(a)Agreement. The commencement date and expected duration of any physical or mental condition that prevents the Executive from performing his duties hereunder shall be determined by a medical doctor mutually acceptable to the Executive and the Company. In the event the Executive’s employment is terminated by the Company pursuant to this Section 6(e), then the Company shall pay the Executive becomes disabledthe Accrued Amounts in a lump sum within ten (10) days of termination of employment. In addition, as that term is defined under to the Company's Long-Term Disability Planextent not included in the Accrued Amounts, the Executive shall be entitled to receive a pro rata bonus for the bonus period during which the date of termination pursuant to this Section 6(e) occurs calculated at one hundred percent (100%) of the Company's Long-Term Disability Plan or otherwiseTarget Bonus then in effect, and in place multiplied by a fraction the numerator of his Base Salary, an amount equal to 60% which is the number 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) days that the Executive ceases to was employed during such bonus term and the denominator of which is 365. Such prorated bonus shall be disabled during the Term of Employment (as determined paid in accordance with the terms Company’s customary practices for payment of executive bonuses but with no additional performance requirements or contingencies, provided, however, that to the Long-Term Disability Plan)extent that this Employment Agreement is treated as a nonqualified deferred compensation arrangement under Section 409A, (ii) his position or another senior executive position is then vacant and (iii) the payment of such bonus may not be accelerated by either the Company requests in writing that he resume or the Executive unless 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 acceleration does not resume his position in accordance with trigger the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to application of interest and penalty taxes under 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.409A.

Disability. (ai) During The Company may terminate the Term Executive’s employment hereunder, upon notice to the Executive, in the event that the Executive becomes Disabled as defined in Section 409A during his employment hereunder. In the event of Employmentsuch 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 well 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 place during any period of the Severance PeriodExecutive’s disability. Notwithstanding any such designation, the Executive shall be entitled continue to disability coverage as described receive the Base Salary in this accordance with Section 8(a4(a) and benefits in accordance with Section 4(e). In , to the event extent permitted by the then-current terms of the applicable benefit plans, until the Executive becomes disabled, as that term is defined under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility eligible for the Company's long-term disability income benefits under the Company’s long-term disability income plan or until the termination of his employment, whichever shall first occur. Notwithstanding anything in this Section 5(b)(ii) to the contrary, and for the avoidance of doubt, the combination of Base Salary and short-term disability income benefits ("Commencement Date"if any) for a during the period beginning on of Executive’s disability shall not exceed the Commencement Date amount of compensation 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) that the Executive ceases to be disabled would have received during such period had the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (ii) his position or another senior executive position is then vacant and Executive been actively at work during such period. (iii) While receiving long-term disability income payments under the Company requests in writing that he resume such positionCompany’s long-term disability income plan, 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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases Base Salary under Section 4(a) hereof, but shall continue to participate in Company benefit plans in accordance with Section 4(e) and subject to the terms of such plans, until the termination of his employment. (iv) If any question shall arise as to whether during any period the Executive is Disabled, the Executive may, and at the request of the Company shall, submit to a medical examination by a physician selected by the Company to whom the Executive or any new long-term incentive plan grants following his duly appointed guardian, if any, has no reasonable objection so as to determine whether the Commencement DateExecutive is 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.

Disability. For purposes of this Agreement, the Executive will be deemed "disabled" upon the earlier to occur of (ai) During her becoming disabled as defined under the Term terms of Employmentthe disability benefit program applicable to the Executive, if any, and (ii) 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 disability is determined. Until such termination of the Employment Period, the 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 medical benefits covering the Executive and her family shall remain in place (subject to the eligibility requirements and other conditions continued in the underlying plan, as well described in the Company's employee benefits manual, and subject to the requirement that the Executive continue to pay the "employee portion" of the cost thereof), and the Executive's life insurance policy under the Management Insurance Program shall be transferred to her, as during provided in the Severance 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 disability coverage as described in this Section 8(a). In the event the Executive becomes disabled, as that term is defined under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending resume employment 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with under the terms of the Long-Term Disability Plan), (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, this Agreement 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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as then remaining balance 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 disabledEmployment Period. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. For purposes of this Agreement, the Executive will be deemed "disabled" upon the earlier to occur of (ai) During his becoming disabled as defined under the Term terms of Employmentthe disability benefit program applicable to the Executive, if any, and (ii) 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 disability is determined. Until such termination of the Employment Period, the 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 medical benefits covering the Executive and his family shall remain in place (subject to the eligibility requirements and other conditions contained in the underlying plan, as well described in the Company's employee benefits manual, and subject to the requirement that the Executive continue to pay the "employee portion" of the cost thereof), and the Executive's life insurance policy under the Management Insurance Program shall be transferred to him, as during provided in the Severance 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 disability coverage as described in this Section 8(a). In the event the Executive becomes disabled, as that term is defined under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending resume employment 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with under the terms of the Long-Term Disability Plan), (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, this Agreement 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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as then remaining balance 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 disabledEmployment Period. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During 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 with or without reasonable accommodation, the 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 of Employmentor, as well as if the Initial Term has expired, any Extended Term, or during the Severance Periodperiod of such disability. Notwithstanding any such removal or reassignment, the Executive shall continue to receive the Executive's full Salary (less any disability pay or sick pay benefits to which the Executive may be entitled under the Employer's policies) and benefits under Section 4 of this Agreement (except to the extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) for a period of time equal to the remainder of the Initial Term or, if the Initial Term has expired, any Extended Term, provided that the Executive remains employed by the Employer during such period. In the event that the Employer terminates the Executive's employment without cause pursuant to Section 6(c) or the Employer delivers a Non-renewal Notice to the Executive, in either case due to the Executive's continuing inability to perform the essential functions of the Executive's then existing position or positions, 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 eligible to receive pursuant Termination Benefits subject to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms and conditions of the Long-Term Disability PlanSection 6(d), (ii) his position provided that the Executive's Termination Benefits additionally shall be subject to reduction by the amount of any payments the Executive receives under any disability benefit plan or another senior executive position is then vacant and (iii) plans or insurance policies the Company requests in writing that he resume such positionEmployer maintains for the Executive, he may elect to resume such position by written notice to the Company within 15 days after the Company delivers its requestor under worker's compensation, or state or federal disability benefit programs. If he resumes such position, he any question shall thereafter be entitled arise as 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 whether during the Term of Employment and does not resume his position in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) as of the date the Executive ceases to be disabled. If any period the Executive is not offered his disabled so as to be unable to perform the essential functions of the Executive's then existing position or another senior executive position after he ceases to be disabled during positions with or without reasonable accommodation, the Term of EmploymentExecutive may, he shall be treated as if his employment was terminated Without Cause pursuant to Section 10(c) as and at the request of the date Employer shall, submit to the Employer a certification in reasonable detail by a physician selected by the Employer to whom the Executive ceases or the Executive's guardian has no reasonable objection as to be disabled. (b) The whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall be entitled to a pro rata annual incentive award for the year in which purposes of this Agreement be conclusive of the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Dateissue. The Executive shall not be entitled to cooperate with any annual incentive award reasonable request of the physician in connection with respect to the period following the Commencement Datesuch certification. If such question shall arise and the Executive recommences his position in accordance with Section 8(a)shall fail to submit such certification, he the Employer's determination of such issue shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating binding on the Commencement DateExecutive. Nothing in this Section 6(e) shall be construed to waive the Executive's rights, including if any, under existing law including, without limitation, the benefits Family and entitlements referred to in Sections 6 Medical Leave Act of 1993, 29 U.S.C. (S)2601 et seq. and 7 abovethe Americans with Disabilities Act, 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 Date42 U.S.C. (S)12101 et seq.

Disability. (a) During the Term of Employment, as well as during the Severance Period, the Executive shall be entitled to disability coverage 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 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 8(a)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 twelve (12) months following Employee’s Separation Date. In the event of Employee’s Disability and if Employee or someone authorized to act on his behalf executes and delivers the Executive becomes disabledSeparation Date Release described in Section 5.2 and allows such release to become effective, as that term is defined under within the Company's Long-Term Disability Plantimeframe set forth above, the Executive shall be entitled Company will accelerate the vesting of any equity awards granted to receive pursuant Employee prior to the Company's Long-Term Disability Plan Separation Date such that one hundred percent (100%) of all shares or otherwise, and in place of his Base Salary, an amount equal options subject 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) awards which are unvested 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 Separation Date shall be treated as if his employment was terminated Without Cause pursuant to Section 10(c) accelerated and deemed fully vested as of the date effectiveness of the Executive ceases to be disabledSeparation Date Release described in Section 5.2. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During the Term of Employment, as well as during the Severance Period, the Executive shall be entitled to disability coverage as described in this Section 8(a7(a). In the event the Executive becomes disabled, as that term is defined under the Company's ’s Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's ’s Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% (or at the rate then applicable) of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's ’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 ’s attainment of age 65 or (B) the Executive's commencement of retirement benefits from the Company in accordance with Section 10(f) below65. If If (i) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (ii) his the position or another senior executive position is set forth in Section 2(a) are 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 awardAnnual 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 treated as if he voluntarily terminated his employment pursuant to Section 10(d9(e) as of the date the Executive ceases to be disabled. If the Executive is not offered his position or another senior executive 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 10(c9(c) as of the date the Executive ceases to be disabled. (b) The Executive shall be entitled to a pro rata annual incentive award Annual Incentive Award at 75% of Base Salary for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Dateoccurs, payable in a lump sum not later than 15 days after accordance with the Commencement Dateterms of the annual incentive compensation plan and at the time set forth in Section 4 hereof. The Executive shall not be entitled to any annual incentive award Annual Incentive Award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a7(a), he shall be entitled to a pro rata annual incentive award Annual Incentive Award at 75% of Base Salary for the year he resumes such position and shall thereafter be entitled to annual incentive awards Annual Incentive Awards in accordance with Section 5 4 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a7(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections Section 5 and 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 or elect to defer compensation following the Commencement Date.

Disability. (a) During If the Term of Employment, as well as Company terminates the Executive’s employment during the Severance PeriodEmployment 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 termination of the Executive’s employment because of the Executive’s Disability, (i) the Executive shall receive twelve (12) months of vesting acceleration on all of the Executive’s 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 (or, if none, the grant date) and the denominator is the total number of days covered by the vesting schedule starting from the grant date and ending on the final scheduled vesting date, and (ii) with respect to the Executive’s then-outstanding performance-based equity awards, the Executive shall be entitled deemed to disability coverage have satisfied the service-based component of such awards and shall be eligible to receive a portion of each such award based on actual performance through the end of the applicable performance period, pro-rated to reflect the Executive’s actual service plus twelve (12) months during each performance period. Except as described in this Section 8(a). In set forth herein, the event Company and Company Affiliates shall have no further obligations to the Executive becomes disabled, as that term is defined under the Company's Long-Term this Agreement upon Executive’s termination due to Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to Section 10(d6(a)(ii)(A) as other than such obligations which by their terms continue following termination 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 disabledExecutive’s employment. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During the Term of Employment, as well as during the Severance Period, If the Executive shall become incapacitated by reason of sickness, accident or other physical or mental disability and shall be entitled to payment of benefits under the Company’s long term disability coverage as described in this Section 8(a)plan, the employment of the Executive may be terminated by the Company or the Executive. In the event of such termination, the Company shall pay to the Executive becomes disabledthe 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, as that term is defined under if applicable). (b) In addition to the Company's Long-Term Disability Planpayments described in Section 6.2(a), the Executive Company shall be entitled to receive pursuant pay to the Company's Long-Term Disability Plan or otherwiseExecutive, for a period of six (6) months following such termination, monthly payments consisting of: (i) the difference between the Executive’s monthly Base Salary at the Termination Date and in place of his Base Salary, the monthly disability pay benefits received by the Executive and (ii) an amount equal to 60% one-twenty-fourth (1/24) of his 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, Salary at the annual rate in effect on Termination Date, less the commencement date amount of his eligibility for monthly disability pay benefits to which Executive will be entitled over the Company's long-term disability benefits eighteen ("Commencement Date"18) for a month period beginning on immediately following the Commencement six month anniversary of the Termination Date and ending with (ii) three-quarters (3/4) of the earlier Additional Bonus Payment. Notwithstanding the foregoing, in the event that the Company is no longer a publicly-traded entity as of the Termination Date, or ceases to occur of be a publicly-traded entity within the six (A6) month period immediately following the Executive's attainment of age 65 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 (B45) the Executive's commencement of retirement benefits days from the Company in accordance with Section 10(f) below. If later of (i) the Executive ceases Termination Date or (ii) the date the Company ceased to be disabled during a publicly-traded entity. Rights and benefits of the Term Executive under the other benefit plans and programs of Employment (as 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 Long-Term Disability Plan)Executive occurs within six (6) months following the Termination Date, (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 shall pay to the Company Executive’s estate any unpaid portion of the amounts due to be paid to the Executive pursuant to this Section 6.2(b) within 15 forty-five (45) days after following receipt by the Company delivers its requestof notice of Executive’s death. If he resumes such position, he shall thereafter be entitled to his Base Salary at the annual rate Notwithstanding anything 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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior this Agreement to the Commencement Datecontrary, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award 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 subject to reasonable modification by the parties so as to preserve the intent of the parties with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereofRelease. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During If the Term Employee's employment hereunder is terminated by reason of Employmentthe Employee's Disability, as well as during the Severance Period, the Executive Employee or his legal representative 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 pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's attainment of age 65 or (B) the Executive's commencement of retirement benefits from the Company in accordance with Section 10(f) below. Iffollowing: (i) Base salary in effect on and payable through, the Executive ceases to be disabled during the Term Employee's date of Employment (as determined death in accordance with the terms of the Long-Term Disability Plan), Company's standard payroll policies; (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 The Employee's 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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award bonus for the year in which the Commencement Date termination for disability occurs based on 40% the maximum target award opportunity for such years, payable on the date it otherwise would have been payable; (iii) The balance of Base Salary 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 him during such year prior Employee; and (vii) The option of the Employee or his legal representatives to sell to the Commencement Company all the capital stock of the Company held by Employee on the Employment Termination Date at a price equal to the greater of the price per share paid by the Employee (as adjusted to reflect any capital adjustments made by the Company since that purchase) or the Fair Market Value of 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, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled without giving effect to any annual incentive award with respect to difference in the period following percentage ownership of the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except Company 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.shares of stock represent (i.

Disability. (ai) During The Company may terminate the Term Executive’s employment hereunder, upon notice to the Executive, in the event that the Executive becomes disabled during the Executive’s employment hereunder through any illness, injury, accident or condition of Employmenteither a physical or psychological nature and, as well a result, is unable to perform substantially all of the Executive’s material duties and responsibilities hereunder for (x) ninety (90) consecutive calendar days 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 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 during any period the Severance PeriodExecutive 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 shall be entitled may, and at the request of the Company shall, submit to disability coverage as described in this Section 8(a). In a medical examination by a physician selected by the event Company to whom the Executive becomes disabledor the Executive’s duly appointed guardian, as that term if any, has no reasonable objection to determine whether the Executive is defined under so disabled and such determination shall for the Company's Long-Term Disability Plan, 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 entitled binding on the Executive. (iii) Upon the giving of notice of termination of the Executive’s employment due to receive pursuant disability hereunder, the Company shall have no further obligation or liability to the Company's Long-Term Disability Plan or otherwiseExecutive, and other than for (i) any earned, but unpaid, Base Salary through the date of termination; (ii) any earned, but unpaid annual bonus for any fiscal year prior to the fiscal year of the Executive’s termination; (iii) a pro rata portion (based on the number of days preceding the Executive’s termination in place the fiscal year of his Base Salary, an amount termination) of the Target Bonus; (iv) a lump sum payment 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 lesser of (A) the Executive's attainment twelve (12) months of age 65 Base Salary or (B) Base Salary for the remainder of the term hereof; and (v) any unreimbursed business expenses. In addition, (x) the Company shall continue the benefits contemplated by Section 4(h) for the period contemplated therein, and (y) subject to any employee contribution applicable to active employees and their dependents generally, for the twelve (12) month period following termination, the Company shall continue to contribute to the premium cost of coverage for the Executive and the Executive's commencement of retirement benefits from ’s dependents under the Company Company’s medical and dental plans provided that a timely COBRA election is made. The payments referred to in accordance with Section 10(f) below. If clauses (i) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (ii) his position or another senior executive position is then vacant and (v) above shall be payable in a lump-sum within thirty (30) days after the date of termination. The Company’s payments under clauses (iii) and (iv) above, as well as the Company requests in writing that he resume such positioncontinued contribution toward medical and dental premiums, he may elect to resume such position by written notice are expressly conditioned upon the Executive (or the Executive’s duly appointed guardian, if any) executing and delivering to the Company a timely and effective Separation Agreement. Payment under clauses (iii) and (iv) will be made within 15 thirty (30) 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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as Company’s receipt of the date the Executive ceases to be disabledSeparation Agreement. 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 Other than as if his employment was terminated Without Cause pursuant to Section 10(c) as of the date the Executive ceases to be disabled. set forth in this clause (b) The Executive ), the Company shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior have no further obligation to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereofExecutive. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During Employee's employment hereunder shall terminate upon the Term disability of EmploymentEmployee which, as well as during the Severance Periodfor purposes of this Agreement, the Executive shall be entitled the physical or mental inability of Employee to disability coverage 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 described in this Section 8(a). In determined by the event Board that Employee, upon the Executive becomes disabledadvice of a qualified physician, as that term will be unable to carry out the normal and usual duties of his employment on a full-time basis for the following continuous period of six (6) months, and within 30 days after Notice of Termination is defined under the Company's Long-Term Disability Plangiven, the Executive Employee shall be entitled to receive pursuant not have returned to the Company's Long-Term Disability Plan or otherwise, and in place performance of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect duties on the commencement date of his eligibility for the Company's longa full-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. Iftime basis. (i) During any period that the Executive ceases Employee fails to be disabled 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 Term of Employment (as determined in accordance with disability period shall be reduced by the terms sum of the Long-Term Disability Plan)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 employment is terminated because of his position disability, the Company shall pay to the Employee, commencing on the next succeeding day which is the fifteenth day or another senior executive position 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 payment payable to the Employee pursuant to Paragraph 4 hereof at the time of disability. Employee shall also be paid (i) the vested portion of any incentive compensation plan to which Employee is then vacant entitled and (ii) a pro rata portion of any incentive compensation to which Employee is entitled for the full fiscal year in which Employee's employment is terminated based on a 365 day year and the number of days 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 which were not previously applied to reduce any such payment. (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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year Employee should die prior to the Commencement Datetime that he has received all the payments provided for pursuant to this subparagraph (b), payable in a lump sum not later than 15 days after the Commencement Date. The Executive Employee shall not be entitled to any annual incentive award with respect further payments under this Paragraph 7(b). For purposes of 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 Employee shall not have returned to the period following the Commencement Date. If the Executive recommences performance of his position in accordance with Section 8(aduties on a full-time basis during such thirty (30) day period), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During If the Employment Term and Executive’s employment are terminated by reason of EmploymentExecutive’s disability (as defined below), as well as during the Severance Period, the Executive shall he or she will 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 pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salaryapply, at the annual rate in effect on the commencement date of his eligibility or her option, for the Company's ’s long-term disability benefits ("Commencement Date") and, if he or she is accepted for a period beginning on the Commencement Date such benefits, then Executive’s Options 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) the Executive ceases to Option Shares will be disabled during the Term of Employment (as determined treated in accordance with the terms of the Long-Term Disability New Option Plan), and the terms and provisions of the Company’s benefit plans and programs that are applicable in the 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 the lifetime group insurance benefits described in Section 7; (ii) Executive will be paid his position or another senior executive position is then vacant and her Accrued Benefits within thirty (30) days of termination; (iii) Executive will receive eighteen (18) months of Base Salary continuation (the Company requests in writing that “Salary Continuation Payment”), offset by any long term disability benefits to which he resume or she is entitled during such positionperiod of salary continuation. In addition to payment of his or her Base Salary, 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 Executive will 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 all benefits during the Term of Employment and does not resume his position in accordance with salary continuation period. Notwithstanding the preceding sentenceforegoing, he shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) if, as of the date the Executive ceases of termination pursuant to be disabled. If the this Section 9.4, Executive is a Specified Employee, installments of the Salary Continuation Payment will not offered his position or another senior executive position after he ceases commence until the Delayed Payment Date and, on the Delayed Payment Date, the Company will pay to be disabled Executive a lump sum equal to all amounts that would have been paid during the Term of Employment, he shall be treated as if his employment was terminated Without Cause pursuant to Section 10(c) as period of the date 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 ceases to be disabledthe Salary Continuation Payment in installments in accordance with this Section. (b) The If Executive shall be entitled to a pro rata annual incentive award for is disabled so that he or she cannot perform his or her duties, then the year in Company may terminate his or her duties under this Agreement after giving Executive thirty (30) days’ notice of such termination (during which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The period Executive shall not have returned to full time performance of his or her duties). For purposes of this Agreement, disability will be entitled 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 annual incentive award with respect 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 period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(aCompany and reasonably acceptable to Executive), 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 Except as otherwise provided in this Agreement, and except for any vested benefits under any tax qualified pension plans of the period the Executive is receiving disability Company and vested deferred compensation under any applicable deferred compensation plans, and continuation of health insurance benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Dateterms and to the extent required by COBRA, including without limitation, neither the benefits and entitlements referred to in Sections 6 and 7 above, except that the Company nor Executive shall not be entitled to receive have any annual salary increases or any new long-term incentive plan grants following the Commencement Dateadditional obligations under this Agreement.

Disability. Employer will have the right to suspend Executive’s employment hereunder in the event Executive becomes disabled (a“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 (“Disability Suspension Effective Date”). For purposes of this Agreement, disability shall mean (1) During Executive is unable to engage in any substantial gainful activity by reason of any medically determined physical or mental impairment that can be expected to result in death or to last for a continuous period of 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 result in death or can be 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 the event that Executive returns to full-time employment with Employer following the Notice of Disability Suspension but prior to the Disability Suspension Effective Date, the Notice 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 death, in which event the provisions of Section 4.2 shall govern; or (C) the termination by either party or the expiration of the Term of Employment, as well as during the Severance Period, 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 pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined each case in accordance with the terms of this Agreement. Employer shall pay to Executive, as of the LongDisability 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-Term five percent (75%) of Executive’s Highest Annual Compensation, as hereafter defined, as determined on the Disability Plan)Suspension Effective Date. Such amount shall be 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; (iib) his position or another senior executive position 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 all life, health and other welfare coverage and benefits as set forth in Section 3.4, including those for the benefit 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 then vacant and (iii) able to return to full-time employment with Employer at any time during the Company requests in writing that he resume such position, he may elect to resume such position by written notice period of Disability Suspension prior to the Company within 15 days after 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 Company delivers its request. If he resumes such position, he shall thereafter be entitled position(s) and duties that Employer may assign to his him at the same Base Salary at the annual rate as was in effect on the Commencement 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 year he resumes his positionevent 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 pro rata annual incentive awardVoluntary Termination by Executive subject to Section 4.6 below. If he ceases Notwithstanding any other provision contained in this Agreement to be disabled during 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 and does not resume his position at any time in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment terms of this Agreement or from delivering Notice of Non-Renewal pursuant to Section 10(d) as of the date the Executive ceases to be disabled1. If the Executive is not offered his position or another senior executive position after he ceases to be disabled during the Term of EmploymentFurther, he nothing in this Section shall be treated deemed as if a waiver by Executive of his employment was terminated Without Cause pursuant right to Section 10(c) as unpaid leave under the Family and Medical Leave Act of the date the Executive ceases to be disabled. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation1993, the benefits and entitlements referred to in Sections 6 and 7 aboveAmericans with Disabilities Act of 1990, 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 Dateanalogous provision of state law.

Disability. (a) During the Term of Employment, as well as If during the Severance Employment Period, the Executive shall be entitled to disability coverage as described in this Section 8(a). In the event Company or the Executive becomes disabled, as that term is defined under terminates the Company's Long-Term Disability PlanExecutive’s employment due to the Executive’s Disability, the Company shall pay the Executive shall (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 pursuant to the Company's Long-as full Long Term Disability Plan or otherwise(“LTD”) coverage under the Company LTD plan then in effect, and in place of his Base Salary, an amount equal to but not less than 60% of his Base Salary, Salary as determined under Section 5(a) at the annual rate in effect on time of the commencement date Executive’s Disability determination. During the term of his eligibility for Disability, the Company's long-term 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 obligation to provide the foregoing disability benefits ("Commencement Date") for a period beginning on shall survive the Commencement Date termination of this Agreement provided the Disability was incurred before termination, 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(fshall have no further obligations to pay compensation or benefits under this Agreement. (b) below. If For purposes of this Agreement, “Disability” means that (i) the Executive ceases is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be disabled during the Term expected to result in death or can be expected to last for a continuous period of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), not less than 12 months; or (ii) his position the Executive is, by reason of any medically determinable physical or another senior executive position is then vacant 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 (iii) health plan covering the Company requests in writing Executive. The Company’s determination that he resume such position, he may elect the Executive has a Disability shall be communicated to resume such position the Executive by written notice to the Company within 15 days after the Company delivers its request. If he resumes such positionnotice, he and shall thereafter be entitled to his Base Salary at the annual rate in effect effective on the Commencement Date and30th day after receipt of such notice by the Executive (the “Disability Effective Date”), for unless the year he resumes his position, a pro rata annual incentive award. If he ceases Executive returns to be disabled during the Term of Employment and does not resume his position in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) as full-time performance of the date Executive’s duties before 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Disability Effective Date. The Executive determination of Disability shall not be entitled to any annual incentive award with respect made by a physician selected by the Company or its insurers and acceptable to the period following Executive or the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereofExecutive’s legal representative. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During If the Term of Employment, as well as Company terminates the Executive’s employment during the Severance PeriodEmployment Period because of the Executive’s disability pursuant to Section 8(a)(ii)(A) hereof, (i) the Company shall pay the Executive the Executive’s full Base Salary through the Date of Termination and all other unpaid amounts, if any, to which the 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 entitled reduced by the sum of the amounts, if any, payable to disability coverage as described in this Section 8(a). In the event the Executive becomes disabledat 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, as that term is defined under shares of restricted stock and restricted stock units previously granted by the Company's Long-Term Disability Plan, Company shall be fully vested and nonforfeitable (and shares of stock shall be delivered to the Executive shall be entitled to receive pursuant 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 Company's Long-Term Disability Plan Executive and other contingent or otherwisedeferred 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 in place nonforfeitable upon the Date of his Base Salary, Termination; and (iv) the Company shall pay the Executive an aggregate 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 sum of (A) the Executive's attainment of age 65 or ’s Base Salary and (B) Executive’s Bonus for the Executive's commencement twelve month period immediately preceding the Date of retirement benefits from Termination, payable in equal installments on the Company’s regular salary payment dates (the “Severance Payments”) during the one-year period commencing on the Date of Termination (the “Initial Period”). In addition, the Company shall have the option, by delivering written notice to the Executive in accordance with Section 10(f) below. If (i) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 11 hereof within 15 90 days after the Date of Termination, to extend the severance period to the second anniversary of the Date of Termination (the “Extended Period”). During the Extended Period, the Company delivers its request. If he resumes such position, he shall thereafter be entitled will continue to his Base Salary make Severance Payments at the same annual rate in effect on to the Commencement Date and, for the year he resumes his position, a pro rata annual incentive awardExecutive. 4. If he ceases to be disabled during the Term of Employment and does not resume his position in accordance with the preceding sentence, he Section 9(d) shall be treated amended and restated in its entirety to read and provide as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.follows:

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice to the Executive by the Company (aa “Notice of Termination”) During in the Term event that the Executive is unable to perform the essential functions of Employmenthis regular duties and responsibilities, with or without reasonable accommodation, due to a Disability that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day period. “Disability” means a physical or mental impairment of Executive as well as during certified in a written statement from a licensed physician selected or approved in good faith by the Severance PeriodBoard (or any committee of the Board comprised solely of independent directors). If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive 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 will be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) all Base Salary and benefits to be paid or provided to the Executive ceases to be disabled during under this Agreement through the Term Date of Employment (as determined in accordance with the terms of the Long-Term Disability Plan)Termination, (ii) his position any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or another senior executive position is then vacant and program of the Company applicable to the Executive as of the Date of Termination, (iii) in the Company requests in writing that he resume such positionevent the Date of Termination occurs after the completion of any Fiscal Year, he may elect to resume such position by written notice but prior to the Company within 15 days after date any cash bonus related to such Fiscal Year has been determined or paid to the Company delivers its request. If he resumes Executive, the amount of any cash bonus related to such position, he shall thereafter be Fiscal Year ending before the Date of Termination that the Executive would have otherwise been entitled to his Base Salary at had Executive not terminated, and (iv) the annual rate in effect on the Commencement Date and, amount of any target cash bonus 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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year Fiscal Year in which the Commencement Date occurs of Termination occurs, pro-rated based on 40% the portion of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after applicable Fiscal Year that the Commencement DateExecutive worked for the Company. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements amounts referred to in Sections 6 and 7 above, except that clauses (i) through (iii) above will be paid to the Executive shall when the same would have been paid to the Executive (whether or not the Term will have expired during such period), and the amount referred to in clause (iv) will be entitled paid to receive any annual salary increases or any new long-term incentive plan grants the Executive within sixty (60) days following the Commencement DateDate of Termination.

Disability. (a) During In the Term event of Employment, the Executive’s Disability as well as during the Severance Periodhereinafter defined, the employment of the Executive shall may be entitled to disability coverage terminated by the Company, effective upon the Disability Termination Date (as described in this Section 8(adefined below). In such event, the event Company shall pay the Executive becomes disabledan amount equivalent to thirty percent (30%) of the 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 foregoing benefit will be provided in addition to any disability or other benefits provided under the Company's Long’s benefit plans in which the Executive participates. For the avoidance of doubt, participation by the Executive in the Company’s long-Term 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 PlanTermination Date equal to 100% of his then-applicable Base Salary for such one-year period. In the event that Executive does not elect to participate in the Company’s long-term and/or short-term disability insurance benefit plans, the Company shall not be obligated to pay the Executive any amount in excess of thirty percent (30%) of the Executive’s Base Salary. In the event of the Disability of the Executive during the Employment Term, the restrictions and deferral limitations applicable to any Option, SAR, Restricted Stock, Restricted Stock Unit, Performance Unit, Deferred Stock Unit, Dividend Equivalent or any Stock Grant Awards (collectively “Awards”), as such Awards are defined in the 2014 LTIP (or any applicable successor or predecessor plan of the Company), granted to the Executive shall be entitled to receive pursuant subject to the Company's Long-Term Disability Plan provisions regarding vesting and transferability in those circumstances as are set forth in the applicable award agreement or otherwisegrant. The Company shall also pay to the Executive a lump sum amount equivalent to the Executive’s Target Bonus Amount then in effect, and which amount shall be paid in place of his Base Salaryone lump sum within 45 days following the Executive’s Separation from Service, provided that the Executive or an amount equal individual duly authorized to 60% of his Base Salary, at the annual rate in effect execute legal documents on the commencement date of his eligibility for Executive’s behalf executes and does not revoke within any applicable revocation period the Company's long-term disability benefits ("Commencement release described in Section 4(j)(ii)(B). Otherwise, after the Disability Termination 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) the Executive ceases to be disabled during the Term of Employment (as determined , except in accordance with the terms of Company’s benefit programs and other plans then in effect, the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to compensation or benefits from the period following the Commencement DateCompany or hereunder. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee “Disability,” for purposes of all employee benefits this Agreement, shall mean the Executive’s incapacity due to physical or mental illness causing the Executive’s complete and entitlements full-time absence from the Executive’s duties, as defined in which he was participating on the Commencement DateParagraph 2, 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 for either a consecutive period of more than six months or at least 180 days within any annual salary increases or any new long270-term incentive plan grants following the Commencement Dateday period.

Disability. (a) During the Term of Employment, as well as during the Severance Period, the Executive shall be entitled to disability coverage as described in this Section 8(a). In the event that during the term of his employment by the Corporation Executive becomes disabled, shall become Disabled (as that term is defined under hereinafter defined) he shall continue to receive the Company's Long-Term 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 PlanPayment Period"). If the First Disability Payment Period shall end prior to the Termination Date, the Executive thereafter shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, salary at an amount annual rate equal to 6080% of his Base Salary, at the annual rate in effect then current base salary for a further period ending on the commencement date earlier 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), six months thereafter or (ii) his position or another senior executive position is then vacant and the Termination Date (iii) the Company requests in writing that he resume such position, he may elect to resume such position by written notice to "Second Disability Payment Period"). Upon 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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as expiration 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 EmploymentSecond Disability Payment Period, 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual further payments on account of his base salary increases until he shall cease to be Disabled and shall have resumed his duties hereunder and provided that the Corporation shall not have theretofore terminated this Agreement as hereinafter provided. The Corporation may terminate Executive's employment hereunder at any time after Executive 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 Paragraph 13. For the purposes of this Agreement, Executive shall be deemed to have become Disabled when (x) by reason of physical or mental incapacity, Executive is not able to perform his duties hereunder for a period of 90 consecutive days or for 120 days in any new longconsecutive 180-term incentive plan grants following day period or (y) when Executive's physician or a physician designated by the Commencement DateCorporation shall have determined that Executive shall not be able, by reason of physical or mental incapacity, to perform a substantial portion of his duties hereunder. In the event that Executive shall dispute any determination of his disability pursuant to clauses (x) or (y) above, the matter shall be resolved by the determination of three physicians qualified to practice medicine in the United States of America, one to be selected by each of the Corporation and Executive and the third to be selected by the designated physicians. If Executive shall receive benefits under any disability policy maintained by the Corporation, the Corporation shall be entitled to deduct the amount equal to the benefits so received from base salary that it otherwise would have been required to pay to Executive as provided above.

Disability. 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 (a12) During months after the Term of Employmentdate your Service terminates (or, as well as during the Severance Periodif earlier, the Executive shall be entitled to disability coverage as described in this Section 8(aExpiration Date). In 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 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 leave of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's attainment of age 65 or (B) the Executive's commencement of retirement benefits from absence was approved by the Company in accordance with Section 10(f) belowwriting and if continued crediting of Service is required by the terms of the leave or by applicable law. If (i) But your Service terminates when the Executive ceases 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 be disabled during the Term of Employment (as determined adjusted in accordance with the Company’s leave of absence policy or the terms of the Long-Term Disability Plan), (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 requestyour leave. If he resumes such positionyou commence working on a part-time basis, he shall thereafter then the vesting schedule specified in the Notice of Stock Option Grant may 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 adjusted in accordance with the preceding sentence, he shall 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 Option if the issuance of Shares at that time would violate any law or regulation. The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be treated as if he voluntarily terminated his employment necessary to the lawful issuance and sale of the Stock pursuant to Section 10(d) as this Option will relieve the Company 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award liability with respect to the period following non-issuance or sale of the Commencement DateStock as to which such approval will not have been obtained. If Notice of Exercise When you wish to exercise this Option you must provide a written or electronic notice of exercise form (substantially in the Executive recommences his position form attached to this Agreement as Exhibit A) in accordance with Section 8(a)such procedures as are established by the Company and communicated to you from time to time. Any notice of 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 Company. If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he shall be or she is 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 hereofdo so. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. For purposes of this Agreement, the Executive will be deemed "disabled" upon the earlier to occur of (ai) During his becoming disabled as defined under the Term terms of Employmentthe disability benefit program applicable to the Executive, if any, and (ii) 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 disability is determined. Until such termination of the Employment Period, the 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 medical benefits covering the Executive and his family shall remain in place (subject to the eligibility requirements and other conditions continued in the underlying plan, as well described in the Company's employee benefits manual, and subject to the requirement that the Executive continue to pay the "employee portion" of the cost thereof), and the Executive's life insurance policy under the Management Insurance Program shall be transferred to him, as during provided in the Severance 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 disability coverage as described in this Section 8(a). In the event the Executive becomes disabled, as that term is defined under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending resume employment 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with under the terms of the Long-Term Disability Plan), (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, this Agreement 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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as then remaining balance 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 disabledEmployment Period. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During the Term Provided that notice of Employmenttermination has not previously been given under any Section hereof, as well as if Executive becomes ill or is injured or disabled during the Severance Periodterm such that Executive fails to perform all or substantially all of the duties to be rendered hereunder and such failure continues for a period in excess of 26 consecutive weeks (a "Disability"), the Company shall continue to employ Executive under this Agreement for one year form the date of the Disability (which one year period shall commence at the beginning of the 26 week period referred to herein) and shall continue to pay Executive the Base Salary in effect on the date of the Disability (determined at the beginning of the 26 week period referred to herein), the Performance Bonus and all benefits then in effect; provided, that (A) the Company may relieve Executive of his duties and responsibilities hereunder to the extent permitted by law and (B) any long-term disability payments received by Executive under any disability insurance plan made available to Executive by the Company if the premiums were paid by the Company shall be deducted from the salary and bonus payments otherwise required to be paid to Executive hereunder. If during the term and subsequent to the Disability commencement date (which shall be at any time following the end of the 26 week period referred to herein) Executive shall fully recover, the Company shall have the right (exercisable within 60 days after receipt of notice from Executive of such recovery), but not the obligation, to restore Executive to full-time service at full compensation. If the Company elects not to restore Executive to full-time service, Executive shall be entitled to disability coverage as described in this Section 8(a)obtain other employment. In the event the If Executive becomes disabled, as that term is defined under not restored to full-time employment with the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (ii) his position or another senior executive position is then vacant and (iii) the Company requests in writing all stock options 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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) have become exercisable as of the date of Disability (determined at 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 end of the date the Executive ceases to be disabled. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the 26 week period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive herein) shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Dateremain so for a period of 12 months.

Disability. The Executive’s employment hereunder may be terminated by the Company in the event of his Disability upon not less than thirty (a30) 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) 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 be reasonably determined by the Company only upon receipt of a written medical opinion from a qualified physician selected by or reasonably acceptable to both the Company and Executive (“Designated Physician”). At the reasonable request of the Company, and as permitted by law, Executive will submit to a physical examination by the Designated Physician. During any period that the Term Executive fails to perform his duties hereunder as a result of Employment, as well as during the Severance a Disability (“Disability Period”), the Executive shall will continue to receive his Base Salary at the rate then in effect for such period commencing on the date the Executive is determined to be entitled 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 any, that were payable to the Executive under any “bona fide disability coverage benefit plan” as described 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). For 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 Section 8(a)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 the event that the Executive becomes disabled, as that term is defined under Company elects to terminate the Company's Long-Term Disability PlanExecutive’s employment pursuant to this subsection, the Executive shall will be entitled to receive pursuant the following payments and benefits: i. Any Base Salary that is accrued but unpaid and any business expenses that are unreimbursed, all as of the date of termination of employment; ii. Any rights and benefits (if any) provided under Plans and Programs of the Company in which the Executive was participating immediately prior to the Company's Long-Term Disability Plan 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 otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, program 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 later of (A) the Executive's attainment of age 65 same time that payments for that fiscal year would be made to other participants, or (B) within sixty (60) days following the Executive's commencement ’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 retirement benefits from the Company in accordance with Section 10(fapplicable performance goals for such fiscal year (without pro-ration of such performance goals) below. If and as approved by 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 (iA) the Executive ceases same time payments for that fiscal year are made to be disabled other participants, or (B) within sixty (60) days following the date of the Executive’s Separation from Service. Any payments of Base Salary during the Term of Employment (as determined Disability Period shall be made in accordance with the terms payroll procedures described in Section 4(a)(i) of the Long-Term Disability Plan), this Agreement. Any payments due under Section 13(b)(i) shall be made within thirty (ii30) 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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as date 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 Executive’s termination 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 disabledemployment. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (ai) During the Term of EmploymentIf, as well as while employed during the Severance PeriodEmployment Term, Executive becomes “disabled” within the meaning of such term under the short-term disability (“STD”) program in which OUTFRONT senior executives are eligible to participate (such condition is referred to as a “Disability” or being “Disabled”), Executive will be considered to have experienced a termination of employment with OUTFRONT as of the date he first becomes eligible to receive benefits under any long-term disability (“LTD”) 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 STD program in accordance with its terms and, thereafter, under the LTD program in accordance with its terms, provided he is eligible to receive LTD program benefits. (ii) Notwithstanding the foregoing, if Executive 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 entitled determined in accordance with the EBP (i.e., based upon achievement of company performance goals and the Compensation Committee’s good 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 disability coverage as described in this Section 8(ahis target bonus and prorated for such period(s). In 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 event calendar year following the calendar year to which such bonus compensation relates. Executive becomes disabled, as that term is defined will not receive bonus compensation for any portion of the calendar year(s) during the Employment Term while he receives benefits under the Company's Long-Term Disability PlanLTD 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 Executive’s employment with OUTFRONT shall accelerate and vest immediately on the date of such termination of employment 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 be terminated due to his Disability pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Planthis paragraph 7(c), (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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. If the Executive is unable to perform his duties under this Agreement because of a Total Disability, the Company may terminate the Executive’s employment by giving written notice to the Executive. Such termination shall be effective as of the date of such notice and the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) During any Base Salary earned through the date of such termination, to the extent theretofore unpaid, (b) Total Disability benefits as described below, (c) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment multiplied by (ii) a fraction, the numerator of which is the number of completed days in 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 such 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 that the Executive incurs a Long-Term of Employment, as well as during the Severance PeriodDisability, the Executive shall be entitled to an annual disability coverage as described in this Section 8(a). In the event the Executive becomes disabled, as that term is defined under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount benefit equal to 6075% of his Base Salary, at the annual rate payable in effect on the commencement date of his eligibility for accordance with the Company's ’s normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by Social Security disability benefits and any other 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) the Executive ceases is entitled to be disabled during the Term of Employment (under any other Company-sponsored long-term disability plan or arrangements and shall cease as determined in accordance with the terms of the earliest of the Executive cessation of Long-Term Disability Plan)Disability, (ii) death or attainment of 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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Normal Retirement Date.

Disability. (ai) During the Term The Executive will be deemed to be disabled for purposes of Employment, as well as during the Severance Period, this subsection (h) when the Executive shall be becomes entitled to receive disability coverage as described benefits in accordance with SKS’s short-term disability/sick pay plan. Disputes regarding the existence of the Executive’s disability will be resolved by the determination of a physician selected by SKS’s Board of Directors who is reasonably acceptable to the Executive. The Executive will submit to appropriate medical examinations for purposes of determining disability. (ii) If at any time prior to the termination of this Section 8(a). In the event Agreement the Executive becomes disabled, this Agreement and the Executive’s employment will continue for twelve months. During the twelve-month period the Executive will continue to receive all 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 employment as that 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 is defined under the Company's disability/sick pay plan or its Group Long-Term Disability PlanInsurance 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 disability (“Disability Termination”). Upon a Disability Termination and subject to the last sentence of this paragraph (ii), the Executive shall will be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) exercise each of the Executive's attainment of age 65 or ’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 commencement of retirement benefits from the Company ’s unvested performance share awards and restricted stock awards in accordance with Section 10(fand subject to the Plan and the performance share agreement or restricted stock agreement applicable to the award, (C) below. If (i) receive any annual cash bonus earned by the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan)and payable, (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 andbut not yet paid, for the fiscal year he resumes his position, a pro rata annual incentive award. If he ceases prior to be disabled during the Term of Employment and does not resume his position in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the fiscal year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement DateDisability Termination occurs, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If (D) rights that the Executive recommences his position or the Executive’s dependents may have under COBRA or any other federal or state law or that are derived independent of this Agreement by reason of the Executive’s participation in any employee benefit arrangement or plan maintained by the Company, and (E) receive all other benefits in accordance with Section 8(asection 4 of this Agreement that would be payable upon the Disability Termination. Upon a Disability Termination, SKS’s obligations in paragraph (viii) of subsection (d) of this section 5 and in sections 7, 9(f), he shall be entitled to a pro rata annual incentive award for and 9(h) of this Agreement, and the year he resumes such position Executive’s obligations in sections 7, 8, and shall thereafter be entitled to annual incentive awards 9(h) of this Agreement, will continue in effect in accordance with Section 5 hereof. (c) During the period their terms. The Company will not have any obligation to provide to the Executive is receiving disability benefits any benefit pursuant to Section 8(aparagraphs (i) above, he shall continue to be treated as an employee for purposes through (vii) of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Datesubsection (d) of this section 5 upon a Disability Termination.

Disability. (a) During the Term of EmploymentIf, as well a result of long-term incapacity or disability from which Executive is not reasonably likely to continue to full employment, as during such concept is defined in the Severance Periodinsurance 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 entitled 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 coverage as described in this Section 8(a)insurance payments under policies maintained by the Company or Pentacon which are received by Employee; provided, however, that such payments shall be netted only to the extent that the premiums for such insurance are borne by the Company and are not paid or reimbursed by the Executive. In Also, Executive may terminate his employment hereunder if his health should become impaired to an extent that makes the event continued performance of his duties hereunder hazardous to his physical or mental health or his life, provided that Executive shall have furnished the Executive becomes disabledCompany with a written statement from a qualified doctor to such effect and provided, as that term is defined under further, that, at the Company's request made within thirty (30) days of the 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 (b) above, in the event this Agreement is terminated as a result of Executive's Short-Term Disability or Long-Term Disability PlanDisability, Executive shall receive from the Company, in a lump-sum payment due within ten (10) days of the effective date of termination, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, base salary at the annual rate then in effect on for whatever time period is remaining under 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) the Executive ceases to be disabled during the Initial Term of Employment (as determined in accordance with the terms hereinafter defined) of the Long-Term Disability Plan)this Agreement, but for not less than one (ii1) his position or another senior executive position is then vacant year and not more than two (iii2) 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 treated as if he voluntarily terminated his employment pursuant to 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 disabledyears. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During The Company shall at all times have the Term of Employmentright, as well as during upon written notice to the Severance PeriodExecutive, to terminate the Executive's employment hereunder, if the Executive shall be become entitled to disability coverage as described in this Section 8(a). In the event the Executive becomes disabled, as that term is defined benefits under the Company's Long-Long Term Disability PlanPlan as then in effect, or, if the Executive shall as the result of mental or physical incapacity, illness or disability, become unable to perform his obligations hereunder for a period of 180 days in any 12-month period. The Company shall have sole discretion based upon competent medical advice to determine whether the Executive continues to be entitled disabled. Upon any termination pursuant to receive this Section 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 Company's Long-Term Disability Incentive Compensation Plan; provided that the goals under the Incentive Compensation Plan or otherwise, and for each period used in place the calculation of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's attainment of age 65 or (B) the Executive's commencement of retirement benefits from the Company in accordance with Section 10(f) below. If Incentive Compensation, shall be based on: (i) the Executive ceases to be disabled during portion of the Term Bonus Period through the end of Employment the Bonus Period in which such termination occurs and (as determined ii) unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, as approved and reviewed by the terms Board. The Company shall have no further liability hereunder other than for: (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the Long-Term Disability Plan)provisions of Section 4.1, (ii) his position or another senior executive position is then vacant and (iiiy) the Company requests in writing payment of compensation for unused vacation days 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 have accumulated during the Term of Employment and does not resume his position in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the calendar year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereoftermination occurs. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During the Term of Employment, as well as during the Severance Period, the Executive shall be entitled to disability coverage as described in this Section 8(a). In the event of the Executive becomes disabled, as that term is defined under the Company's Long-Term Employee’s termination by reason of Disability Planpursuant to Section 5.5, the Executive shall be entitled Employee will continue to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year immediately prior to the Commencement 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, payable 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 not later than 15 within 30 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Termination Date. If : the Executive recommences his position in accordance with Section 8(a)sum of (a) the Employee’s accrued but unpaid then current Base Salary through the Termination Date, he shall be entitled to a pro rata annual incentive award for plus (b) either the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (i) unpaid Actual Full Year Bonus Amount, if any, or (ii) the Deemed Full Year Bonus Amount, if applicable, plus (c) During the period Employee’s Deemed Pro Rata Bonus Amount, plus (d) any other amounts that may be reimbursable by the Executive is receiving disability 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 pursuant to Section 8(a) above, he shall continue required to be treated as an employee for purposes made or provided under applicable law. Notwithstanding any other provision of all employee benefits and entitlements in which he was participating this Agreement, on the Commencement DateEmployee’s Termination on account of Disability, 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 all granted but unvested long-term incentive plan grants awards shall immediately vest and any related restrictions shall be waived; provided, however, that any unvested Appreciation Profits Interests will only vest to the extent the applicable performance condition is satisfied (i) on the Termination Date, or (ii) within (x) six months following the Commencement Termination 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. (aIf the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Term, this Agreement shall terminate without further obligations to the Executive, except that the Company shall pay or provide the Accrued Obligations and the Other Benefits. The Accrued Obligations shall be paid to the Executive as follows: the amount in subparagraph A(1) During of Section 6(a)(i) shall be paid in a lump sum in cash on the Term next regular payroll date; the amount in subparagraph A(2) of EmploymentSection 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 the Other Benefits, as well as during the Severance Periodprovided herein, 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 pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined paid in accordance with the terms of the Long-Term Disability Plan)relevant plans; provided, (ii) his position or another senior executive position is then vacant and (iii) the Company requests in writing however, that he resume such position, he may elect to resume such position by written notice to the Company within 15 days extent required by Section 409A of the Code, the commencement of such Other Benefits will be delayed to the first day of the seventh month after the Company delivers its request. If he resumes such positionTermination Date, he shall thereafter at which time any delayed payments will be entitled made in a lump sum, with simple interest from the Termination Date to his Base Salary the date of payment computed at the annual rate paid on money market accounts by M&I ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Bank, or its successor. With respect to the provision of Other Benefits, the term Other Benefits as utilized in effect on this Section 6(c) shall include, and 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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled after the Disability Effective Date to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior receive, disability and other benefits at least equal to the Commencement Datemost favorable of those generally provided by the Company and its affiliated companies to disabled executives and/or their families in accordance with such plans, payable programs, practices and policies relating to disability, if any, as in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award effect generally with respect to other peer executives and their families at any time during the twelve (12) month period following immediately preceding the Commencement Date. If Effective Date or, if more favorable to the Executive recommences his position and/or the Executive’s family, as in accordance effect at any time thereafter generally with Section 8(a), he shall be entitled respect to a pro rata annual incentive award for other peer executives of the year he resumes such position Company and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereofits affiliated companies and their families. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice to the Executive by the Company (aa “Notice of Termination”) During in the Term event that the Executive is unable to perform the essential functions of Employmenthis regular duties and responsibilities, with or without reasonable accommodation, due to a Disability that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day period. “Disability” means a physical or mental impairment of Executive as well as during certified in a written statement from a licensed physician selected or approved reasonably and in good faith by the Severance PeriodBoard (or any committee of the Board comprised solely of independent directors). If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive 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 will be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) all Base Salary and benefits to be paid or provided to the Executive ceases to be disabled during under this Agreement through the Term Date of Employment (as determined in accordance with the terms of the Long-Term Disability Plan)Termination, (ii) his position any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or another senior executive position is then vacant and program of the Company applicable to the Executive as of the Date of Termination, (iii) in the Company requests in writing that he resume such positionevent the Date of Termination occurs after the completion of any Fiscal Year, he may elect to resume such position by written notice but prior to the Company within 15 days after date any cash bonus related to such Fiscal Year has been determined or paid to the Company delivers its request. If he resumes Executive, the amount of any cash bonus related to such position, he shall thereafter be Fiscal Year ending before the Date of Termination that the Executive would have otherwise been entitled to his Base Salary at had Executive not terminated, (iv) the annual rate in effect on the Commencement Date and, amount of any target cash bonus 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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year Fiscal Year in which the Commencement Date occurs of Termination occurs, pro-rated based on 40% the portion of Base Salary paid to him during such year prior the applicable Fiscal Year that the Executive worked for the Company, and (v) notwithstanding anything to the Commencement Datecontrary in any equity incentive plan or agreement or the related award agreements, payable in a lump sum all options, restricted stock awards, restricted stock unit awards and any other equity awards (other than Performance Units), which are then outstanding, to the extent not later than 15 days after the Commencement Datethen vested, shall vest immediately. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements amounts referred to in Sections 6 and 7 above, except that clauses (i) through (iii) above will be paid to the Executive shall 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 entitled to receive any annual salary increases paid or any new long-term incentive plan grants vested within sixty (60) days following the Commencement DateDate of Termination.

Disability. (a) During Following the Term use of Employment, as well as during the Severance Period, all sick days to which the Executive shall be is 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 pursuant policies applicable to the Company's Long-Term ’s senior executives, while he is Disabled until the Date of Termination (the “Disability Plan or otherwisePeriod”), and the Company shall, in place 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) subject to the terms and conditions of the applicable Company fringe benefit or incentive compensation plan or program, all other unpaid amounts, if any, to which the Executive is entitled as of the Executive’s date of disability, under any Company fringe benefit or incentive compensation plan or program, at the time such payments 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 disability); (iii) an amount equal to 60% two times the Executive’s full Base Salary then in effect, in a lump sum within forty-five (45) days after such Date of his Base Salary, at Termination; and (iv) an amount equal to the annual rate in effect on product of the commencement date of his eligibility target Annual Bonus 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the calendar year in which the Commencement Date occurs based on 40% Executive became Disabled multiplied by a fraction the numerator being the number of Base Salary paid days in the calendar year of his termination due to him during such year his becoming Disabled prior to the Commencement Datecommencement of the Disability Period, payable and the denominator being 365, in a lump sum not later than 15 within forty-five (45) days after the Commencement Date. The Executive shall not be entitled to such Date of Termination; provided, however, that any annual incentive award with respect payments made to the period following Executive during the Commencement Date. If Disability Period shall be reduced by any amounts paid or payable to the Executive recommences his position in accordance with Section 8(a)under any Company disability benefit plans. Subject to the terms of this Agreement, he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled required to receive perform services under this Agreement during any annual salary increases period that he is Disabled. The Executive shall be considered “Disabled” during any period in which he has an illness, or any new long-term incentive plan grants following a physical or mental disability, or similar incapacity, that renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the Commencement Dateevent of a dispute as to whether the Executive is Disabled, the Company may refer the same to a licensed practicing physician of the Company’s choice, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. During the period in which the Executive is Disabled, the Company may appoint a temporary replacement to assume the Executive’s responsibilities.

Disability. (a) During the Term of Employment, and subject to the terms and conditions on eligibility and participation as well as during set forth in the Severance PeriodCompany’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 ’s Long-Term Disability Plan, the Executive shall be entitled to receive benefits pursuant to the Company's ’s Long-Term Disability Plan or otherwise, and in place of his Executive’s Base Salary, Salary and any other employee benefits other than for disabled employees in an amount equal pursuant to 60% of his Base Salary, at the annual rate Company’s Long-Term Disability Plan in effect on at 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 ’s attainment of age 65 or (B) the Executive's commencement of retirement benefits from the Company in accordance with Section 10(f) below65. If If (i) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan)) during the Term of Employment, (ii) his Executive’s position or another senior executive position is then vacant and (iii) the Company requests in writing that he Executive resume such position, he Executive may elect to resume such position by written notice to the Company within 15 days after the Company delivers its request. If he Executive resumes such position, he Executive shall thereafter be entitled to his Executive’s Base Salary at the annual rate in effect on at the Commencement Date and, for the year he Executive resumes his Executive’s position, a pro rata annual incentive awardaward and to participate in any other employee benefit programs outlined in Section 6 and 7 of this Agreement that are then in effect. If he Executive ceases to be disabled during the Term of Employment and does not resume his Executive’s position in accordance with the preceding sentence, he Executive shall be treated as if he Executive voluntarily terminated his Executive’s employment pursuant to Section 10(d10(e) as of the date the Executive ceases to be disabled. If the Executive is not offered his Executive’s position or another senior executive position after he Executive ceases to be disabled during the Term of Employment, he Executive shall be treated as if his Executive’s employment was terminated Without without Cause pursuant to Section 10(c) as of the date the Executive ceases to be disabled. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior Subject to the Commencement Dateapplicable plan documents, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During during the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he Executive shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he 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 long-term stock incentive plan grants awards following the Commencement Date.

Disability. (a) During The Company shall at all times have the right, upon written notice to the Executive, to terminate the Term of Employment, as well as during the Severance Period, 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 the Executive's employment if the Executive shall become entitled to disability coverage as described in this Section 8(a). In the event the Executive becomes disabled, as that term is defined benefits under the Company's Long-Term Disability Plandisability plan as then in effect. Upon any termination pursuant to this Section 5.2, the Executive Company shall be entitled to receive pursuant (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) pay to the Executive the Executive's accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of termination of the Executive's employment with the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary(iii) continue to pay the Executive through the date which is six (6) months after the termination but no later than the Expiration Date) (the "Continuation Period"), an amount equal to 60% of his the Base Salary, Salary the Executive was receiving at the annual rate in effect on the commencement date time 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 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 (iv) continue to pay the Executive Incentive Compensation and continue to provide the Executive with the benefits the Executive was receiving under Section 4.2 hereof (the "Benefits") through the Continuation Period (to the extent permitted under the terms of age 65 applicable insurance and other benefit programs of the Company then in affect and covering the Executive, and provided further that the Company shall not take any affirmative action from the time of giving notice of termination to the Executive through the end of the Continuation Period which would cause the relevant insurance and other benefits available to the Executive to be reduced or (Beliminated) following the termination of the Executive's commencement of retirement benefits from employment with the Company Company, in accordance with Section 10(f) below. If the manner 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 ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 pursuant to the disability insurance referred to in Section 4.2 hereof. 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, have no further liability hereunder (other than 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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award reimbursement for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year reasonable business expenses incurred prior to the Commencement Datedate of termination, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect subject, however to the period following the Commencement Date. If the Executive recommences his position in accordance with provisions of Section 8(a4.1), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During the Term of Employment, as well as during the Severance Period, the Executive shall be entitled to disability coverage as described in this Section 8(a). In the event the that Executive becomes “disabled, as that ” within the meaning of such term is defined under the Company's OUTFRONT’s Short-Term Disability (“STD”) program and its Long-Term Disability Plan(“LTD”) program while employed during the Term (such condition is referred to as a “Disability”), Executive will be considered to have experienced a termination of employment with OUTFRONT and its subsidiaries as of the date Executive shall be entitled first becomes eligible to receive pursuant 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 the Company's Long-Term six (6) month anniversary of Executive’s Disability Plan or otherwiseonset date. Except as provided in this paragraph 7, and in place of his Base Salaryif Executive becomes Disabled while employed during the Term, an amount equal to 60% of his Base Salary, at Executive will exclusively receive compensation under 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 STD program in accordance with Section 10(fits 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 calendar year during the Term, Executive will receive bonus compensation for the calendar year(s) below. Ifduring the Term in which Executive receives compensation under the STD program, determined as follows: (i) for the portion of the calendar year from January 1st until the date on which Executive ceases to first receives compensation under the STD program, bonus compensation shall be disabled during the Term of Employment (as determined in accordance with the terms EBP (i.e., based upon OUTFRONT’s achievement of the Long-Term Disability Plan), its goals and OUTFRONT’s good faith estimate of Executive’s achievement of Executive’s personal goals) and prorated for such period; and (ii) his position or another senior executive position is then vacant for any subsequent portion of that calendar year and (iiiany 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 period(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) 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 following the year he resumes his position, a pro rata annual incentive awardas to which such bonus compensation is payable. If he ceases to be disabled 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 Employment Salary and does not resume his position Bonus under paragraphs 3(a) and (b). In addition, if Executive’s employment is terminated due to her “Permanent Disability” (as defined in accordance the then current LTIP), all outstanding equity awards (or portions thereof) granted to Executive in connection with the preceding sentence, he Executive’s employment with OUTFRONT shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) as of accelerate and vest immediately on the date the Executive ceases to of such termination of employment and 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 settled as if his employment was terminated Without Cause pursuant to Section 10(c) soon as of the date the Executive ceases to be disabled. administratively feasible (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not but no later than 15 ten (10) business days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(athereafter), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (ai) During the Term any period of Employmentdisability, as well as illness or incapacity during the Severance Periodterm 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 plus any cash bonus compensation earned pursuant to the 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") equal to the (i) 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 the target level of the annual cash bonus payable to the Executive under the Company'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 MICP Target Amount shall be paid in pro rata equal monthly installments over the 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 the Executive's Permanent Disability. For so long as the Executive's Permanent Disability continues, the Disability Payment shall be paid by the Company to the 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 had remained employed by the Company hereunder, but in no case shall such period exceed 24 months. The Executive may be entitled to receive payments under any disability coverage as described in this Section 8(a)income insurance which may be carried by or provided by the Company from time to time. In the event the Executive becomes disabled, Upon "Permanent Disability" (as that term is defined under in Section 7(b)(ii) below) of the Company's Long-Term Disability PlanExecutive, except as provided in this Section 7(b) all rights of the Executive under this Agreement (other than rights already accrued) shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to 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 disabledterminate. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During The Executive’s employment hereunder may be terminated by the Term of EmploymentEmployer upon 45 days written notice from the Employer following the determination, as well as during set forth immediately below, that he suffers from a Permanent Disability. For purposes of this Agreement, “Permanent Disability” means a disability that, in the Severance Periodopinion of the Employer, renders, or will render, the Executive unable to perform his duties under this Agreement by reason of any medically determinable impairment, which can be expected to result in death, or which has lasted or can be expected to last, for a continuous period of at least twelve months. If the Executive disagrees with the Employer’s decision that the Executive’s disability renders or will render him unable to perform his duties under this Agreement, such dispute shall be entitled resolved by a panel of three physicians: one physician to disability coverage as described in this Section 8(a)be chosen by the Employer, one physician to be chosen by the Executive, and a third physician to be chose by the first two physicians. In Each physician shall have the event opportunity to examine the Executive becomes disabledand 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 that term is defined under the Company's Long-Term a result of a Permanent Disability Plan(“Disability Period”), the Executive shall be entitled will continue to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 then in effect on for such period until his employment is terminated pursuant to this subparagraph; provided, however, that payments of Base Salary so made to the Commencement Date andExecutive will be reduced by the sum of the amounts, for if any, that were payable to the year he resumes his position, a pro rata annual incentive awardExecutive at or before the time of any such salary payment under any disability benefit plan or plans of the Employer and that were not previously applied to reduce any payment of Base Salary. If he ceases In the event that the Employer elects to be disabled during terminate the Term of Employment and does not resume his position in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his Executive’s employment pursuant to Section 10(d) as of the date this subparagraph, 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. (b) The Executive shall will be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position payments and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.benefits:

Disability. If due to illness, physical or mental disability, or other incapacity, Executive shall fail during any four (a4) During consecutive months to perform the Term duties required by this Agreement, Employer may, upon thirty (30) days' written notice to Executive, either terminate this Agreement or suspend Executive's right to any Base Compensation or Performance Bonus Distributions without terminating this Agreement. In any such event, Executive shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of Employmentsuch termination, as well as during (B) be paid a pro rata portion of any bonus otherwise payable to Executive for or with respect to the Severance Periodcalendar year in which such termination occurs in accordance with Section 3(b) hereof up to the first day of such four (4) month period and, to the extent not previously paid, Executive shall be entitled to disability coverage as described all bonuses payable to Executive in this accordance with Section 8(a3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled to the benefits set forth in Sections 3(c) (or the after-tax cash equivalent), 3(d) and 3(e) hereof up to the effective date of such termination and (D) be entitled to the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. In the event Employer elects to suspend Executive's right to Base Compensation and Performance Bonus Distributions, at such time as Executive is able to resume the Executive becomes disabledduties required under this Agreement, 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, Base Compensation and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's attainment of age 65 or (B) the Executive's commencement of retirement benefits Performance Bonus Distributions from the Company in accordance with Section 10(f) below. If (i) date Executive commences the Executive ceases to be disabled during performance of such duties following the Term of Employment (as determined disability in accordance with the terms and provisions of this Agreement. This Section 5(a)(iii) shall not limit the entitlement of Executive, Executive's estate or beneficiaries to any disability or other benefits available to Executive under any disability insurance or other benefits plan or policy which is maintained by Employer for Executive's benefit. For purposes of this Agreement, the "date of disability" shall mean the first day of the Long-Term Disability Plan)consecutive period during which Executive fails to perform the duties required by this Agreement due to illness, (ii) his position physical 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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as of the date the Executive ceases to be disabled. If the Executive is not offered his position mental disability 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 disabledother incapacity. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During If Executive’s employment by the Company under this Agreement and the Employment Term are terminated by reason of EmploymentExecutive’s Disability, the Company shall pay to Executive or Executive’s legally appointed representative, as well Disability benefits, the following: (i) an amount equal to the amount of the Base Salary in effect as of the Termination Date multiplied by a fraction, the numerator of which is the number of completed years of employment of Executive by the Company or any subsidiary of the Company and the denominator of which shall be five; of which (A) 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 shall occur and (B) the remaining one-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 in clause (A) of this subparagraph 7(b)(i); and (ii) from the Bonus Pool, if any, for the Bonus Pool Period in which the Termination Date shall 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 the denominator of which is the number of calendar days during the Severance Bonus Pool Period, ; payable at such times and in such amounts as Executive would have been entitled to receive Executive’s portion of the Executive 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 entitled exclusive of and in addition to disability coverage as described in this Section 8(a). In the event the any payments Executive becomes disabled, as that term is defined under the Companyor Executive's Long-Term Disability Plan, the Executive shall representative may be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place any disability plan of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's attainment of age 65 or (B) the Executive's commencement of retirement benefits from the Company in accordance with Section 10(f) belowwhich Executive participated in as of the Termination Date. If (i) In addition, any Base Salary due Executive for periods prior to the Termination Date shall be paid to Executive ceases or Executive’s representative at such times and in such amounts as Executive would have been entitled to be disabled during the Term of Employment (as determined in accordance with receive under the terms of the Long-Term Disability Plan), this Agreement (ii) his position or another senior executive position is then vacant and (iii) other agreement entered into by the Company requests in writing that he resume and Executive) had Executive’s Disability not occurred. Upon payment of such positionDisability benefits, 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 have no further obligations 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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as of the date the Executive ceases to be disabled. If the Executive is not offered his position under this Agreement 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 disabledotherwise. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During the Term of Employment, as well as during the Severance Period, 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 pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) If the Executive's attainment employment with the Company is ---------- terminated on account of age 65 or (B) the Executive's commencement of retirement benefits from the Company in accordance with Section 10(f) below. If (i) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to Section 10(d5(b), the Company shall as 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 such prorated MIP payment, the amount, if any, of which shall be determined in the sole discretion of the Compensation Committee. The Company shall provide the 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 date Executive's Date of Termination. Other than the foregoing, the Company shall have no further obligations to the Executive ceases to be disabledhereunder. By the Company for Cause or By the Executive Without Good Reason. If ---------------------------------------------------------------- the Executive Executive's employment with the Company is not offered his position or another senior executive position after he ceases to be disabled during terminated by the Term of Employment, he shall be treated as if his employment was terminated Without Company for Cause pursuant to Section 10(c5(c) or by the Executive without Good Reason pursuant to Section 5(f), the Company shall as 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 employee benefit plans provided to the Executive pursuant to Section 4(c) as of his Date of Termination. Other than the date foregoing, the Company shall have no further obligations to the Executive ceases to be disabled. (b) The hereunder. Termination By the Company Without Cause or By the Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement DateGood --------------------------------------------------------------------- Reason. If the Executive recommences his position in accordance Executive's employment with Section 8(athe Company is terminated by the ------ Company (other than for Disability or Cause), 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 or by the Executive is receiving disability benefits for Good Reason pursuant to Section 8(a) above5(d), he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on then the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.Company shall:

Disability. If as a result of incapacity due to physical or mental illness or injury, Executive shall have been absent from Executive’s duties hereunder for six (a6) During consecutive months, then thirty (30) days after receiving written notice (which notice may occur before or after the Term end of Employmentsuch 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 well as during determined by a physician mutually selected by the Severance Period, the Executive shall be entitled to disability coverage as described in this Section 8(a)parties hereto. In the event the Executive’s employment is terminated as a result of Disability, Executive becomes disabled, as that term is defined under shall receive from the Company's Long, in a lump-Term Disability Plan, sum payment due within ten (10) days of the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place effective date of his Base Salarytermination, an amount equal to 60% the sum of the Base Salary and bonus, if any, that would have been paid to Executive through the end of the then remaining Term if the Executive was not disabled or for six months, whichever is less (assuming that Executive would have received no further increases in his Base SalarySalary after his termination of employment and assuming achievement of all performance factors applicable to Executive’s participation in any Bonus Plan). The Executive shall also be entitled to the Accrued Amounts. Additionally, at if Executive is terminated due to a Disability, any unvested equity compensation granted to Executive under the annual rate in effect Plan shall immediately vest and any vested options may be exercised 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 or before 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 of: (i) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), option’s expiration date or (ii) his position or another senior executive position is then vacant and (iii) twelve months after the Company requests in writing that he resume such position, he may elect to resume such position by written notice Executive’s termination due to the Company within 15 days Disability. Any option that remains unexercised 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 this period shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) as of forfeited. Other than the date the Executive ceases to be disabled. If the Executive is not offered his position benefits described above, no further compensation or another senior executive position after he ceases to be disabled during the Term of Employment, he benefits shall be treated as if his employment was terminated Without Cause pursuant to Section 10(c) as of due or owing upon the date the Executive ceases to be disabled. (b) The Executive shall be entitled Executive’s termination due to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereofDisability. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During If the Employment Term and Executive’s employment are terminated by reason of EmploymentExecutive’s disability (as defined below), as well as during the Severance Period, the Executive shall he or she will 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 pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salaryapply, at the annual rate in effect on the commencement date of his eligibility or her option, for the Company's ’s long-term disability benefits ("Commencement Date") and, if he or she is accepted for a period beginning on the Commencement Date such benefits, then Executive’s Options 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) the Executive ceases to Option Shares will be disabled during the Term of Employment (as determined treated in accordance with the terms of the Long-Term Disability New Option Plan), and the terms and provisions of the Company’s benefit plans and programs that are applicable in the 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 the lifetime group insurance benefits described in Section 7; (ii) Executive will be paid his position or another senior executive position is then vacant and her Accrued Benefits within thirty (30) days of termination; and (iii) Executive will receive eighteen (18) months of Base Salary continuation (the Company requests in writing that “Salary Continuation Payment”), offset by any long term disability benefits to which he resume or she is entitled during such positionperiod of salary continuation. In addition to payment of his or her Base Salary, 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 Executive will 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 all benefits during the Term of Employment and does not resume his position in accordance with salary continuation period. Notwithstanding the preceding sentenceforegoing, he shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) if, as of the date the Executive ceases of termination pursuant to be disabled. If the this Section 9.4, Executive is a Specified Employee, installments of the Salary Continuation Payment will not offered his position or another senior executive position after he ceases commence until the Delayed Payment Date and, on the Delayed Payment Date, the Company will pay to be disabled Executive a lump sum equal to all amounts that would have been paid during the Term of Employment, he shall be treated as if his employment was terminated Without Cause pursuant to Section 10(c) as period of the date 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 ceases to be disabledthe Salary Continuation Payment in installments in accordance with this Section. (b) The If Executive shall be entitled to a pro rata annual incentive award for is disabled so that he or she cannot perform his or her duties, then the year in Company may terminate his or her duties under this Agreement after giving Executive thirty (30) days’ notice of such termination (during which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The period Executive shall not have returned to full time performance of his or her duties). For purposes of this Agreement, disability will be entitled 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 annual incentive award with respect 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 period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(aCompany and reasonably acceptable to Executive), 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 Except as otherwise provided in this Agreement, and except for any vested benefits under any tax qualified pension plans of the period the Executive is receiving disability Company and vested deferred compensation under any applicable deferred compensation plans, and continuation of health insurance benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Dateterms and to the extent required by COBRA, including without limitation, neither the benefits and entitlements referred to in Sections 6 and 7 above, except that the Company nor Executive shall not be entitled to receive have any annual salary increases or any new long-term incentive plan grants following the Commencement Dateadditional obligations under this Agreement.

Disability. If the Executive is unable to perform his duties under this Agreement because of a Total Disability, the Company may terminate the Executive's employment by giving written notice to the Executive. Such termination shall be effective as of the date of such notice and the Company shall have no further obligations under this Agreement, except to pay to the Executive (a) During any Base Salary earned through the Term date of Employmentsuch termination, to the extent theretofore unpaid, (b) Total Disability benefits as well described below, (c) a pro-rated Incentive Bonus Payment equal to the product of (i) the target Incentive Bonus Payment for the year of termination multiplied by (ii) a fraction, the numerator of which is the number of completed days in 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 such amount if he had not terminated his employment, and (d) such retirement and other benefits earned and vested (if applicable) by the Executive as during of the Severance Perioddate of his termination under any employee benefit plan of the Company in which the Executive participates, including without limitation all vested benefits 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. In the event that the Executive incurs a Total Disability, the Executive shall be entitled to an annual disability coverage as described in this Section 8(a). In the event the Executive becomes disabled, as that term is defined under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount benefit equal to 6075% of his Base Salary, at the annual rate payable in effect on the commencement date of his eligibility for accordance with the Company's normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by Social Security disability benefits and any other long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date Executive is entitled to under any other Company-sponsored long-term disability plan or arrangements and ending with shall cease as of the earlier to occur earliest of (A) the Executive's cessation of Total Disability, death or 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Normal Retirement Date.

Disability. Subject to the requirements of the Americans with Disabilities Act, Massachusetts General Laws Chapter 151B and any other applicable laws, Executive’s employment hereunder may be terminated by the Company at any time in the event of the Disability of Executive. For purposes of this Agreement, “Disability” shall mean the inability of Executive to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to physical or mental disablement which continues for a period of four (4) consecutive months during the Employment Term, as determined by an independent qualified physician mutually acceptable to the Company and Executive (or Executive’s personal representative) or, if the 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 Company, one designated by Executive (or such representative) and one designated by the two physicians so designated. If Executive’s employment is terminated by the Company for Disability, 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) During the Term Company shall pay Executive all Base Salary owed to Executive for work performed prior to the Termination Date, plus the cash value of Employmentany accrued but unused PTO, as well of the Termination Date; (b) in the event the Company terminates Executive by reason of Disability after a calendar year has been completed but before the discretionary annual cash bonus, if any, relating to that calendar year as during the Severance Periodprovided in Section 4.2 above has been paid, the Company shall pay Executive such discretionary annual cash bonus amount, if awarded; and (c) provided that Executive first executes a general release in a form and of a scope reasonably acceptable to the Company within sixty (60) days of the Termination Date, 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 pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 aboveSeverance Package, except that the Executive portion of the Severance Payment based on Executive’s Base Salary paid as a part of the Severance Package shall not be entitled to receive any annual reduced by the amount of Base Salary, salary increases or any new continuation (short-term disability), and cash disability benefits (long-term incentive plan grants following disability) paid to Executive for the Commencement Datecorresponding period under the Company’s employee benefit plans as then in effect.

Disability. (aA) During If the Term Executive is removed from his position because of Employmenta Disability, the Executive, for the period of time during which his Disability continues, may continue to participate in certain of the employee benefit plans in which he participated immediately prior to his removal. These benefits would include participation in, as well applicable and to the extent defined in the Company’s applicable plans, group life, medical/dental and disability insurance plans, each at the same ratio of employer/employee contribution as during applicable to the Severance PeriodExecutive immediately prior to his removal; and, thereafter, at the same ratio of employer/employee contribution as then-applicable to other executive-level employees in the Company. In addition, the Executive shall be entitled to disability coverage as described in this Section 8(a). In compensation and benefits accrued through the event the Executive becomes disabled, as that term is defined under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility 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 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 time up to the Company within 15 days after the Company delivers its request. If he resumes such position, he shall thereafter be entitled to date of 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 treated as if he voluntarily terminated his employment removal pursuant to Section 10(d) as of the date the Executive ceases to 4.2 hereof, would 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 paid pursuant to Section 10(c) as 5.2(B)(ii), below. However, the Executive’s rights to bonuses and fringe benefits accruing after his removal, if any, shall cease upon such removal; provided, however, that nothing contained in this Agreement is intended to limit or otherwise restrict the availability of any benefits to the Executive required to be provided pursuant to Section 4980B of the date the Executive ceases to be disabledCode. (bB) The Executive shall be entitled to a pro rata annual incentive award for payments equal to: (i) the year lesser of (a) one year’s Base Salary (as in which effect as of the Commencement Date occurs based on 40% date of removal), or (b) the amount of Base Salary paid to him during such year prior that would have been payable to the Commencement DateExecutive from the date of removal through the Term of the Agreement, either (a) or (b) payable in as follows, (x) a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect payment six months following such removal equal to the period 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 Commencement Date. If Company’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 recommences is entitled (payable not less than six months following such removal from his position position; but otherwise in accordance with Section 8(a3.2), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During i. For the Term duration of Employment, as well as during the Severance Periodthis agreement, the Executive Board 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 pursuant provide to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, Superintendent a disability insurance program 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 no cost to the Company within 15 days after Superintendent either by purchasing the Company delivers its request. If he resumes such positionsame or through self- insurance, he shall thereafter be entitled to his Base Salary at the annual rate which program 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 conjunction with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) as of the date the Executive ceases to be disabled. If the Executive is not offered his position TRS 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year any other disability plan in which the Commencement Date occurs based Superintendent participates guarantees that if the Superintendent, due to illness or accident (whether occurring on 40% of Base Salary paid the job or elsewhere) is disabled and unable to him during such year prior to the Commencement Datecarry out his duties, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he salary as provided under this agreement shall continue to be treated as an employee for purposes paid until the disability is removed or this agreement expires on July 1, 2025, whichever occurs first. In the case of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitationa disability, the Superintendent’s accumulated 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 (6) 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 pay severance payments to the Superintendent, which shall include all compensation and benefits and entitlements referred to provided in Sections 6 and 7 above, except that this agreement for an additional twelve (12) months beyond the Executive shall not be entitled Superintendent’s last day of service as provided in the written notice terminating the agreement. The Superintendent may elect to receive severance compensation and benefits on a monthly basis or in one lump sum payment. Should fewer than twelve (12) months remain in the 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 (2) months or more, the Board, at its sole discretion, shall appoint an Acting Superintendent for any annual salary increases period of disability. iv. If at any point a question exists concerning the capacity of the Superintendent to fulfill his duties because of any medical condition, 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 issue of whether the Superintendent has a continuing medical condition or any new long-term incentive plan grants following the Commencement Datedisability which prohibits his from performing his duties.

Disability. (a1) During In the Term event of Employmentthe Executive’s disability, as well as during the Severance Periodhereinafter defined, the Executive shall be entitled to disability coverage as described compensation in this Section 8(a). In the event the Executive becomes disabled, as that term is defined under accordance with the Company's Long-Term Disability Plan’s disability compensation practice for senior executives, including any separate arrangement or policy covering the Executive, but in all events the Executive shall be entitled continue to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base SalaryExecutive’s salary for a period, at the annual rate in effect on immediately prior to the commencement of disability, of thirty(30) days from the date of his eligibility on which the disability has been deemed to occur as hereinafter provided below. Any amounts provided for the Company's in this Section 6(b) shall be offset by other long-term disability benefits provided to the Executive by the Company. ("Commencement Date"2) “Disability,” for a period beginning on the Commencement Date and ending with purposes of this Agreement, shall be deemed to have occurred in the earlier to occur of event (A) the Executive is unable by reason of sickness or accident to perform the Executive's attainment ’s duties under this Agreement for an aggregate of age 65 30 days in any twelve-month period, or (B) the Executive's commencement of retirement benefits from the Company in accordance with Section 10(f) below. If (i) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms has a guardian of the Long-Term Disability Plan), (ii) his position person or another senior executive position is then vacant and (iii) estate appointed by a court of competent jurisdiction. Termination due to disability shall be deemed to have occurred upon the Company requests first day of the month following the determination of disability as defined 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. (3) In the event of the Executive’s disability, he shall be treated as if he voluntarily terminated his employment all Options to purchase Ordinary Shares of the Company that have vested pursuant to Section 10(d5(c) of this Agreement as of the date the Executive ceases of termination due 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 Employmentdisability shall remain vested, he shall be treated as if his employment was terminated Without Cause and all Options that would have vested pursuant to Section 10(c5(c) as of during the 90-day period immediately following the date of termination due to disability shall also automatically vest. Anything herein to the contrary notwithstanding, if, following a termination of employment hereunder due to disability as provided in the preceding paragraph, the Executive ceases becomes reemployed, whether as an Executive or a consultant to be disabled. (b) The Executive shall be entitled to a pro rata the Company, any salary, annual incentive award for payments or other benefits earned by the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during Executive from such year prior reemployment shall offset any salary continuation due to the Commencement Date, payable in a lump sum not later than 15 days after Executive hereunder commencing with the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereofdate of re-employment. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During The Company shall at all times have the Term of Employmentright, as well as during upon written notice to the Severance PeriodExecutive, to terminate the Executive's employment hereunder, if the Executive shall be become entitled to disability coverage as described in this Section 8(a). In the event the Executive becomes disabled, as that term is defined benefits under the Company's LongLong Term Disability Plan as then in effect or, if the Executive shall as the result of mental 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 pursuant to this Section 5.2, the Company shall: (a) pay to the Executive shall be entitled any unpaid Base Salary through the effective date of termination specified in such notice, (b) pay to receive 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 Company's Long-Term Disability Incentive Compensation Plan; provided that the goals under the Incentive Compensation Plan or otherwise, and for each period used in place the calculation of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's attainment of age 65 or (B) the Executive's commencement of retirement benefits from the Company in accordance with Section 10(f) below. If Incentive Compensation, shall be based on: (i) the Executive ceases to be disabled during portion of the Term Bonus Period through the end of Employment the Bonus Period in which such termination occurs and (as determined ii) unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods. The Company shall have no further liability hereunder other than for: (x) reimbursement for reasonable business expenses incurred prior to the terms date of termination, subject, however to the Long-Term Disability Plan)provisions of Section 4.1, (ii) his position or another senior executive position is then vacant and (iiiy) the Company requests in writing payment of compensation for unused vacation days 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 have accumulated during the Term of Employment and does not resume his position in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the calendar year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereoftermination occurs. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (ai) During the Term any period of Employmentdisability, as well as illness or incapacity during the Severance Periodterm 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 plus any cash bonus compensation earned pursuant to the 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") equal to the (i) sum of (A) the Base Salary paid in the same monthly or other period installments as in effect at the time of the Executive's Permanent Disability plus (B) an amount equal to the target level of the annual cash bonus payable to the Executive under the Company'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 MICP Target Amount shall be paid in pro rata equal monthly installments over the 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 the Executive's Permanent Disability. For so long as the Executive's Permanent Disability continues, the Disability Payment shall be paid by the Company to the 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 had remained employed by the Company hereunder, but in no case shall such period exceed 72 months. The Executive may be entitled to receive payments under any disability coverage as described in this Section 8(a)income insurance which may be carried by or provided by the Company from time to time. In the event the Executive becomes disabled, Upon "Permanent Disability" (as that term is defined under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date"Section 7(b) 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (ii) his position or another senior executive position is then vacant and (iiibelow) 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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as of the date Executive, except as provided in this Section 7(b) all rights of 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 under this Agreement (other than rights already accrued) 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 disabledterminate. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During If during the Term of Employment, as well as during the Severance Period, the Executive shall be entitled to disability coverage as described in this Section 8(a). In the event become physically or mentally disabled, whether totally or partially, such that the Executive becomes disabledis unable to perform the Executive's services hereunder for (i) a period of six consecutive months, as that term is defined under the Company's Long-Term Disability Planor (ii) for shorter periods aggregating six months during any twelve month period, the Employers may on any day (the "Disability Termination Date") after the last day of the six consecutive months of disability or the day on which the shorter periods of disability shall have equaled an aggregate of six months (but, in each case, before the Executive has recovered from such disability), by written notice to the Executive, terminate the Term (a "Disability Termination") and no further amounts or benefits shall be entitled payable hereunder, except that the Employers shall be obligated to receive pursuant pay to the Company's Long-Term Executive in exchange for a release in form and substance acceptable to the Employers acting reasonably, within 60 days of the Disability Plan or otherwiseTermination Date, (i) all unpaid Base Salary accrued through and in place of his Base Salaryincluding the Disability Termination Date, an (ii) a lump sum amount equal to 60% of his Base SalarySalary for one year, at the annual rate in effect on the commencement date of his eligibility for Disability Termination Date (the Company's long-term disability benefits ("Commencement DateAnnual Base Salary Upon Disability") 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (iiiii) his position or another senior executive position is then vacant a lump sum equal to $30,000 representing the amount of one Relocation Bonus payable to the Executive, and (iiiiv) the Company requests in writing that he resume such position, he may elect to resume such position by written notice an additional lump sum bonus amount equal to the Company within 15 days after the Company delivers its request. If he resumes such position, he shall thereafter be entitled to his sum of (x) 75% of Annual Base Salary at Upon Disability and (y) 75% of Annual Base Salary Upon Disability prorated for the annual rate in effect period commencing 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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as first day of the date fiscal year during which the Executive ceases Disability Termination occurred and ending on the Disability Termination Date; it being understood that such 75% bonus level has been agreed 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 in satisfaction 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. (b) The Executive shall be entitled to a pro rata annual incentive award any actual bonus for the year in which the Commencement Date Executive's death occurs based on 40% because it is impossible to determine the performance of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement DateEmployers for future periods. If the Executive recommences his position shall die before receiving all amounts required to be paid by the Employers in accordance with Section 8(a)the foregoing, he such amounts shall be entitled paid 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 hereofBeneficiary. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During the Term of Employment, as well as during the Severance Period, The Executive’s employment pursuant to this Agreement may be terminated by written notice to the Executive shall by the Company or to the Company by the Executive in the event that (i) the Executive becomes unable to perform his duties as set forth in Section 3 by reason of physical or mental illness or accident for any six (6) consecutive month period or (ii) the Company receives written opinions from both a physician for the Company and a physician for the Executive that the Executive will be entitled to disability coverage as described in this Section 8(a)so disabled. In the event the Executive becomes disabled, as that term Executive’s employment is defined under the Company's Long-Term Disability Planterminated pursuant to this Section 10(c), the Executive shall be entitled to receive pursuant (A) the Accrued Obligations, (B) to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salaryextent applicable, an amount equal to 60% the Pro Rata Bonus, and (C) any other Disability benefits arrangements available to senior executive officers of his Base Salarythe Company generally, at the annual rate as in effect on the commencement date Date of his eligibility for Termination (as defined in Section 10(h) hereof). All of the Company's long-term disability 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 ("Commencement Date"C) 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 shall be payable in accordance with the Company’s normal practices, as are in effect at that time. Additionally, in the event the Executive’s employment is terminated pursuant to this Section 10(f) below10(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. If 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 Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as tenth anniversary of the date the Executive ceases to be disabled. If options were granted or (ii) one (1) year following the Date of Termination and shall then terminate, and the Executive is not offered his position (or another senior executive position after he ceases to be disabled during the Term of Employment, he Executive’s spouse or heirs) shall be treated as if his employment was terminated Without Cause pursuant permitted to Section 10(c) as exercise such options on a net basis (e.g., by satisfying the exercise price and withholding tax obligations having withheld a number of the date the Executive ceases option shares that have a fair market value equal to be disabledsuch obligations). (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. If due to illness, physical or mental disability, or other incapacity, Executive shall fail during any four (a4) During consecutive months to perform the Term duties required by this Agreement, Employer may, upon thirty (30) days’ written notice to Executive, terminate this Agreement and Executive’s employment. In the event of Employmentany such termination, as well as during (A) Employer shall pay to Executive Executive’s Base Compensation in accordance with Section 3(a) hereof up to the Severance Periodeffective date of such termination, (B) Employer shall pay to Executive a pro rata portion of any Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the first day of such four (4) month period and, to the extent not previously paid, Executive shall be entitled to all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c) (or the after-tax cash equivalent), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 4(d) hereof, but only if and to the extent that Employer has actually obtained disability insurance coverage as described for Executive at commercially reasonable rates in this Section 8(a)Employer’s discretion which reimburses Employer for, or pays Executive directly, such amounts. In For purposes of calculating Executive’s pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the event previous sentence, if the termination takes place prior to receipt by Executive becomes disabled, as that term is defined under the Company's Long-Term Disability Planof any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive pursuant receive, shall be deemed to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60be 50% of his Executive’s then current annual Base SalaryCompensation. This Section 4(a)(iii) shall not limit the entitlement of Executive, at Executive’s estate or beneficiaries to any disability or other benefits available to Executive under any disability insurance or other benefits plan or policy which is maintained by Employer for Executive’s benefit (as opposed to Employer’s benefit). For purposes of this Agreement, the annual rate in effect on the commencement “date of his eligibility for disability” shall mean 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms first day of the Long-Term Disability Plan)consecutive period during which Executive fails to perform the duties required by this Agreement due to illness, (ii) his position physical 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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as of the date the Executive ceases to be disabled. If the Executive is not offered his position mental disability 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 disabledother incapacity. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. After the first six (a6) During the Term months of Employmentcontinuous disability, as well as during the Severance Period, 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 pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits 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 ("Commencement Date"66.67%) percent of base salary at the date of disability up to a maximum benefit of nine thousand ($9,000) dollars per month. The 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 period beginning on not to exceed three (3) years or the Commencement Date period of disability, if it is less. Faculty members receiving such disability benefits shall be notified of the availability of this leave and ending with the earlier to occur of shall have one (A1) the Executive's attainment of age 65 or (B) the Executive's commencement of retirement benefits year from the Company in accordance with Section 10(f) below. If (i) the Executive ceases to be disabled during the Term date of Employment (as determined in accordance with the terms receipt of the Long-Term Disability Plan), (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 request the Company leave. All faculty on such leave may return if they recover within 15 days after this period of time. It is the Company delivers its requestresponsibility of the faculty member to keep the Human Resources Department of the University informed of his/her status. If he resumes such positiona faculty member is able to return to teaching within this period of time, he teaching and compensation shall thereafter be entitled to his Base Salary re-commence at the annual rate in effect on start of the Commencement Date andfirst semester following recovery. The disability insurance shall provide that, for the year he resumes his positionshould a faculty member become disabled, 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 any necessary provision shall be treated as if he voluntarily terminated his employment pursuant made to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he insure that retirement contributions shall continue to be treated made for that faculty member until such time as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Datefaculty member reaches normal retirement age.

Disability. The Company may terminate the Employment Term if ---------- Executive is unable substantially to perform his duties and responsibilities hereunder to the full extent required by the Board by reason of illness, injury or incapacity for six consecutive months, or for more than nine months in the aggregate during any period of 12 calendar months (a) During a "Disability"); provided, however, that the Company shall continue to pay Executive his Base Salary until the Company acts to terminate the Employment Term of Employment, as well as during the Severance Period, the and Executive shall be entitled to disability coverage all Restricted Stock and Options that are vested as described in this Section 8(a)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 Executive becomes disabledCompany executes such release) substantially in the form attached hereto as Annex I (the "Release"), as that term is defined under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to (i) upon the achievement of the Company's Long-Term Disability Plan or otherwiseperformance targets for such year, and a pro rata portion of the incentive compensation Executive would have received under the plans described in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility Section 1.7(b) 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 year in accordance with Section 10(f) below. If (i) the Executive ceases to which such termination occurred, which amounts shall be disabled during the Term of Employment (as determined payable in accordance with the terms of the Long-Term Disability Plan)applicable plan, (ii) his position or another senior executive position is then vacant and (iii) the Company requests in writing that he resume such positionall deferred incentive compensation earned by Executive with respect to prior years, 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 which amounts shall thereafter be entitled to his Base Salary payable at the annual rate Company's option either 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 lump sum within 30 days of Employment and does not resume his position termination or in accordance with the preceding sentenceterms of the applicable plan, he shall be treated as if he voluntarily terminated his (iii) all amounts (including accrued vacation pay but excluding severance compensation) to which Executive is then entitled upon termination of employment under applicable plans and programs of the Company then in effect, and (iv) all other amounts then due and payable to Executive pursuant to Section 10(d) as the terms 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award this Agreement with respect to services rendered prior to termination of employment. In addition, if Executive executes the period following Release, all unvested shares of Restricted Stock and Tranche A of the Commencement DateOption shall automatically become 100% vested upon termination of the Employment Term pursuant to this Section 5.1. If The Company shall have no further liability or obligation to Executive for compensation under this Agreement. In the event of any dispute under this Section 5.1 and to the extent determined by the Board to be job-related and consistent with business necessity, Executive recommences his position in accordance with Section 8(a), he shall be entitled submit to a pro rata annual incentive award for physical examination by a licensed physician selected by the year he resumes Board and approved by Executive, 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 approval not to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Dateunreasonably withheld.

Disability. For 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 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 agreement of the Executive and the Company, for a period of greater than 150 days. (ai) During any period that the Term Executive fails to perform the Executive’s duties hereunder as a result of Employment, as well as during the Severance a Permanent Disability (“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) The Company shall pay the Executive a lump sum payment equal to 18 months of COBRA premiums for the coverage Executive had in place, if any, at the date of termination of employment, at the rate of premium in effect at the time of such eligibility, paid within 60 days of such eligibility. (iii) In the event that the Company elects to terminate the Executive’s employment due to Disability, the Executive will be entitled to disability coverage payment of the Accrued Obligations as described in this Section 8(a2(a). ; (iv) In the event that the Executive becomes disabled, as that term is defined under Company elects to terminate the Company's Long-Term Disability PlanExecutive’s employment due to Disability, the Executive shall will be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place payment of his Base Salary, an amount equal to 60% of his 2 (two) times the Executive’s Base Salary, at the Salary plus an amount equal to 2 (two) times target annual rate incentive compensation in effect on the commencement date of his eligibility the Executive’s termination of employment, provided that for purposes of this Section 2(b)(iv), Base Salary shall not be reduced for any disability benefits as described under Section 2(b)(i) (nor shall Base Salary be deemed to include any disability benefits payable under Sections 2(b)(ii) – (v)). Except as otherwise prohibited by applicable Federal or state law or regulation and as otherwise mutually agreed to by the Executive and the Company's long-term disability benefits ("Commencement Date", the payment due under this Section 2(b)(iv) for a period beginning on shall be paid immediately following the Commencement Date date of termination 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) the Executive ceases to be disabled during the Term of Employment (as determined made in accordance with the Company’s normal payroll practices. (v) In the event that the Company elects to terminate the Executive’s employment due to Disability, the Executive will also be entitled to payment of any accrued but unpaid annual incentive award, which shall be paid pursuant to the terms of the Long-Term Disability Plan), (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 applicable 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 treated as if he voluntarily terminated his employment pursuant to 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 disabledplan. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (aYear-Round and Full-Time Employees) During the Term of Employment, as well as during the Severance Period, the Executive shall be entitled The Board agrees to disability coverage as described in this Section 8(a). In the event the Executive becomes disabled, as that provide short-term is defined under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's disability/long-term disability coverage for its Year-Round and Full-Time paraprofessionals according to the policy stated below. The level of benefits ("Commencement Date") 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 while an employee is out on long-term disability for a period beginning of eighteen (18 months) following the date of initial disability. At the end of this period, subject to the 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 federal laws of COBRA. Disability is defined as the condition resulting from the sickness or injury of an employee, which prevents such employee from doing the material duties of his or her regular occupation. Disability benefits as defined hereunder shall commence on the Commencement Date and ending with tenth (10th) consecutive day following 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms beginning of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as absence of the employee, or upon the exhaustion of all accumulated sick leave, whichever date the Executive ceases to be disabledis last. If the Executive is not offered his position or another senior executive position after he ceases to be disabled during the Term of EmploymentProvided, 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Datehowever, payable in a lump sum not later than 15 days after the Commencement Date. The Executive that an employee shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(afor disability resulting from sickness or injury that was diagnosed and/or treated within three (3) abovemonths 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, he shall continue to be treated as further, that an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall will not be entitled to receive any annual salary increases disability benefits if the sickness or any new long-term incentive plan grants following injury resulting in disability is caused or substantially caused as a result of other employment. Upon the Commencement Daterequest 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. (ai) During In the Term event Employee shall become mentally or physically disabled so as to be unable to perform his duties hereunder (such determination to be made solely by the Company) for six (6) consecutive months, the Company shall have the right to terminate Employee's employment with the Company upon the expiration of Employmentsuch six (6) month period; provided, however, that the Company shall be obligated to provide Employee with the such severance compensation and benefits as well hereinafter provided. (ii) In the event Employee's employment is terminated by the Company due to a disability as provided herein, the Company shall continue to provide Employee with the basic major medical insurance benefits maintained by the Company and shall pay Employee such severance compensation as hereinafter provided for a period (the "Severance Period") which shall be twelve (12) months from the date of Employee's termination. Employee's severance compensation ("Severance Compensation") shall be determined as follows: during the Severance Period, the Executive Period Employee 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 pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% one hundred percent (100%) of his Base Salary, annual base salary in effect at the annual rate in effect on the commencement date of his eligibility disability. In addition, the Company shall pay Employee a prorated portion of any annual bonus amount accrued through the Termination Date, provided, however, that such bonus amount will be paid at the time that such bonus amounts are normally paid by the Company. The Atlantic Coast Airlines, Inc. flight pass privileges currently granted to Employee will continue for the Company's long-term disability benefits ("Commencement Date") for a period beginning Severance Period. However, such flight pass privileges will be limited to flights 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. IfAtlantic Coast Airlines only. (iiii) Nothing contained herein shall be construed to affect Employee's rights under any disability insurance or similar policy, whether maintained by the Executive ceases Company, Employee or another party. (iv) For purposes of this Agreement, Employee shall be deemed to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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, when he shall thereafter be entitled to have been absent from his Base Salary at the annual rate in effect duties on the Commencement Date and, a full time basis 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 treated as if he voluntarily terminated his employment pursuant to 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. six (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a6), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a1) During In the Term event of Employment, Employee’s disability (as well as during the Severance Periodhereinafter defined), the Executive Employee shall receive any disability insurance for which the Employee shall be entitled 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 the Employee pursuant to any disability coverage as described insurance or similar program which the Bank has provided or may provide on behalf of its employees pursuant to any ▇▇▇▇▇▇▇’▇ or social security disability program, it being understood that such program or insurance shall have primary responsibility of coverage. Notwithstanding anything to the contrary herein, 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 determination of Employee’s disability, and will 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 8(a409A 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 the event the Executive becomes disabled, as that term is defined under the Company's Long-Term Disability Plansuch event, the Executive 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 Company's Long-Term Disability Plan or otherwiseBank. Payment of such disability benefit shall commence on the last day of the month following the month for which the final payment under Section 9(b)(1) was made, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect cease 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms earliest of the Long-Term Disability Plan)month in which the Employee (1) dies, (ii) his position attains age 65, or another senior executive position is then vacant and (iii) the Company requests in writing that he resume such position, he may elect returns 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 full-time employment with the preceding sentence, he Bank. Payments required hereunder shall be treated as if he voluntarily terminated his employment pursuant to made consistent with the requirements of Code Section 10(d409A, in the same manner contemplated by Section 9(b)(1) 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c3) During the period the Executive Employee is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases 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 any new long-term incentive plan grants following an executive officer designated by such Board, from time to time, make herself available to the Commencement DateBank 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 keep such Board or such executive officer appropriately informed of her progress in each such assignment.

Disability. (a) During Following the Term use of Employment, as well as during the Severance Period, all sick days to which the Executive shall be is 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 pursuant policies applicable to the Company's Long-Term ’s senior executives, while he is Disabled until the Date of Termination (the “Disability Plan or otherwisePeriod”), and the Company shall, in place 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) subject to the terms and conditions of the applicable Company fringe benefit or incentive compensation plan or program, all other unpaid amounts, if any, to which the Executive is entitled as of the Executive’s date of disability, under any Company fringe benefit or incentive compensation plan or program, at the time such payments 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 disability); (iii) the Executive’s full Base Salary that would have been payable to the Executive from the Executive’s Date of Termination through the Expiration Date, in a lump sum within forty-five (45) days after such Date of Termination; and (iv) an amount equal to 60% the product of his Base Salary, at the annual rate in effect on the commencement date of his eligibility target Annual Bonus 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the calendar year in which the Commencement Date occurs based on 40% Executive became Disabled multiplied by a fraction the numerator being the number of Base Salary paid days in the calendar year of his termination due to him during such year his becoming Disabled prior to the Commencement Datecommencement of the Disability Period, payable and the denominator being 365, in a lump sum not later than 15 within forty-five (45) days after the Commencement Date. The Executive shall not be entitled to such Date of Termination; provided, however, that any annual incentive award with respect payments made to the period following Executive during the Commencement Date. If Disability Period shall be reduced by any amounts paid or payable to the Executive recommences his position in accordance with Section 8(a)under any Company disability benefit plans. Subject to the terms of this Agreement, he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled required to receive perform services under this Agreement during any annual salary increases period that he is Disabled. The Executive shall be considered Disabled during any period in which he has an illness, or any new long-term incentive plan grants following a physical or mental disability, or similar incapacity, that renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the Commencement Dateevent of a dispute as to whether the Executive is Disabled, the Company may refer the same to a licensed practicing physician of the Company’s choice, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. During the period in which the Executive is Disabled, the Company may appoint a temporary replacement to assume the Executive’s responsibilities.

Disability. If the Executive becomes entitled to benefits under the terms of the then-current disability plan, if any, of the Bank (a) During the Term of Employmenta "Disability Plan"), he shall be entitled to receive such group and other disability benefits, if any, as well as during are then provided by the Severance PeriodBank for senior executives. In the event of such disability, this Agreement shall not be suspended, except that (i) the Bank's obligation to pay the Base Salary to the Executive shall be reduced in accordance with the amount of disability income benefits received by the Executive, if any, pursuant to this Section 7(f) such that, on an after-tax basis, the Executive shall realize from the sum of disability income benefits and Base Salary the same amount as he would realize on an after-tax basis from the Base Salary if the Bank's obligation to pay salary were not reduced pursuant to this Section 7(f); (ii) the Executive shall not be entitled to earn an Annual Cash Bonus pursuant to Section 4(b) hereof or Stock-Based Awards pursuant to Section 4(c) if the disability coverage as described in this Section 8(a). In the event prevents the Executive becomes disabledfrom rendering full-time service to the Bank for a period of in excess of six months during an applicable calendar year; and (iii) upon a resolution adopted by a majority of the disinterested members of the Board of Directors, as the Bank may discontinue payment of the Base Salary beginning six months following a determination that term 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 defined under the Company's Long-Term Disability Planthen continuing, and upon such termination the Executive shall be entitled to receive pursuant to only the Company's Long-Term Disability Plan or otherwiseAccrued Compensation. In addition, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Effective 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 Award shall become fully vested in accordance with Section 10(f4(e) below. If (i) the Executive ceases to be disabled during the Term of Employment and any unvested TCG Restricted Stock Award (as determined defined in accordance with the terms of the Long-Term Disability Plan), (iiMerger Agreement) 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 treated as if he voluntarily terminated his employment pursuant to 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 disabledbecome fully vested. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During The Company may, at its option, terminate the Term Chairman’s employment upon written notice to the Chairman if the Chairman, because of Employmentphysical or mental incapacity or disability, as well as during fails to perform the Severance Periodessential 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 Executive 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 disability coverage as described in this Section 8(a). In the event the Executive becomes disabled, as that term is defined under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's attainment of age 65 or (B) the Executive's commencement of retirement benefits from the Company in accordance with Section 10(f) below. Ifto: (i) accrued Base Salary through and including the Executive ceases 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 be disabled during the Term year in which the Chairman’s termination of Employment employment occurs; (iii) any earned but unpaid portion of the Bonus Target determined, as determined if the last day of the fiscal year in which the Chairman’s termination occurs, under 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 Long-Term Disability Planplans 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 Chairman’s death, if earlier). In the event of any dispute regarding the existence of the Chairman’s incapacity or disability hereunder, (ii) his position or another senior executive position is then vacant the matter shall be resolved by the determination of a physician selected by the Board and (iii) the Company requests in writing that he resume such position, he may elect to resume such position by written notice reasonably acceptable 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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement DateChairman. The Executive Chairman shall not be entitled submit to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee appropriate medical examinations for purposes of such determination and shall consent to the disclosure to the Board of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Dateresults of such examinations.

Disability. If the Executive's Date of Termination occurs during the Agreement Term under circumstances described in paragraph 3(b) (arelating to the Executive's being Disabled), then, in addition to the amounts payable in accordance with paragraph 4(a): (i) During The Executive shall receive from the Company for the period continuing through the end of the Agreement Term (regardless of Employmentwhether the Executive continues to be Disabled through the end of the Agreement Term), the Salary amount described in paragraph 2(a), as well as in effect on his Date of Termination, in monthly or more frequent installments in accordance with the Company's regular payroll practices. (ii) The Executive shall receive from the Company a payment (or payments) in lieu of the bonus (or bonuses). If the Date of Termination occurs during the Severance 1997 Performance Period, the Executive shall be entitled to disability coverage as described in this Section 8(aa payment based on actual performance for that performance period (provided that such amount shall be not less than $450,000). In the event , and the Executive becomes disabledshall be entitled to a payment for the 1998 Performance Period in an amount determined by the Board, provided that such amount shall be not less than $450,000. If the Date of Termination occurs during the 1998 Performance Period, the Executive shall be entitled to a payment based on actual performance for that performance period. Amounts payable under this paragraph (ii) shall be paid at the time such bonus amounts would otherwise have been paid to the Executive if he had remained in the employ of the Company through the end of the Agreement Term. (iii) All unexercised stock options granted to the Executive prior to the Date of Termination (regardless of whether they are exercisable prior to the Date of Termination) shall be exercisable by the Executive for a period expiring on the third anniversary of the Date of Termination. (iv) The Executive shall receive a cash payment from the Company equal to the Fair Market Value of the Share Units credited to his Stock Account as that term is defined under of the Company's Long-Term Disability PlanDate of Termination (regardless of whether such Share Units are vested prior to the Date of Termination). (v) If the Executive continues to be Disabled through the end of the Agreement Term, then, for the period after the end of the Agreement Term, the Executive shall be entitled to receive pursuant disability income replacement coverage to the Company's Long-Term Disability Plan or otherwise, and in place extent provided under the disability policy applicable to other senior management employees of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a . During any 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as of the date the Executive ceases to be disabled. If while the Executive is not offered his position Disabled, and is otherwise entitled to receive Salary (or another senior executive position after he ceases Salary replacement) payments under this Agreement, any Salary payments otherwise due 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. (b) The Executive shall be entitled to a pro rata annual incentive award reduced by the amount of any benefits paid for the year in which the Commencement Date occurs based on 40% same period of Base Salary paid to him during time under such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereofdisability income replacement coverage. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. If due to illness, physical or mental disability, or other incapacity, Executive shall fail during any four (a4) During consecutive months to perform the Term duties required by this Agreement, Employer may, upon thirty (30) days' written notice to Executive, either terminate this Agreement or suspend Executive's right to any Base Compensation or Performance Bonus Distributions without terminating this Agreement. In any such event, Executive shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of Employmentsuch termination, as well as during (B) be paid a pro rata portion of any bonus otherwise payable to Executive for or with respect to the Severance Periodcalendar year in which such termination occurs in accordance with Section 3(b) hereof up to the first day of such four (4) month period and, to the extent not previously paid, Executive shall be entitled to disability coverage as described all bonuses payable to Executive in this accordance with Section 8(a3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (C) be entitled to the benefits set forth in Sections 3(c) hereof (or the after- tax cash equivalent) up to the effective date of such termination, and be entitled to the benefits set forth in Sections 3(d), 3(e), and 3(f) hereof up to the date of such termination. For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. In the event Employer elects to suspend Executive's right to Base Compensation and Performance Bonus Distributions, at such time as Executive is able to resume the Executive becomes disabledduties required under this Agreement, 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, Base Compensation and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's attainment of age 65 or (B) the Executive's commencement of retirement benefits Performance Bonus Distributions from the Company in accordance with Section 10(f) below. If (i) date Executive commences the Executive ceases to be disabled during performance of such duties following the Term of Employment (as determined disability in accordance with the terms and provisions of this Agreement. This Section 5(a)(iii) shall not limit the entitlement of Executive, Executive's estate or beneficiaries to any disability or other benefits available to Executive under any disability insurance or other benefits plan or policy which is maintained by Employer for Executive's benefit. For purposes of this Agreement, the "date of disability" shall mean the first day of the Long-Term Disability Plan)consecutive period during which Executive fails to perform the duties required by this Agreement due to illness, (ii) his position physical 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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as of the date the Executive ceases to be disabled. If the Executive is not offered his position mental disability 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 disabledother incapacity. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. If Executive becomes disabled (aas defined below) During prior to the Term termination of Employmenthis active employment or the non-renewal of this Agreement, as well as during the Severance Period, the Executive shall he will 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 pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of apply at his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility option 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 requestbenefits. If he resumes is accepted for such positionbenefits, 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 the event of such disability of an employee shall apply in lieu of the salary and benefits under this Agreement, except that he shall thereafter will be entitled to his Base Salary at the annual rate lifetime group insurance benefits described in effect on the Commencement Date and, for the year he resumes his position, a pro rata annual incentive awardparagraph 10. If Executive is disabled so that he ceases cannot perform his duties (as 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 be disabled during perform the Term essential functions of Employment and does not resume his position in accordance with the preceding sentencejob. In such event, he will receive eighteen (18) months salary continuation (offset by any long term disability benefits to which he is entitled), 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 treated eligible for lifetime health benefits as if he voluntarily terminated his employment pursuant to Section 10(d) as has completed the eligibility requirements of paragraph 10 and at the date the Executive ceases to be disabledrates set forth in paragraph 10. If the Executive is not offered his position or another senior executive position after he ceases to be disabled during the Term of EmploymentHowever, 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Dateperiod of salary continuation for disability, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall will not be entitled eligible to any participate in the annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a)bonus plan, nor will he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled eligible to receive any annual salary increases stock option or restricted stock grants or any new other long-term incentive awards except to the extent approved by the HRC. After the eighteen (18) months of salary continuation has expired, per plan grants following documents, fifty percent (50%) of any remaining unvested annual options, if any, will vest and the Commencement Dateother fifty percent (50%) of the unvested annual options will terminate. All PTO will also be paid out. If Executive becomes disabled during the Salary Continuation Period, he will be entitled only to the salary and benefits described in paragraphs 6 and 10 above, for the periods set forth in those respective paragraphs.

Disability. If a Disability (aas defined below) During of Executive occurs during the Term Term, the Board may give Executive written notice of Employmentits intention to terminate his employment while Executive continues to be subject to such Disability. In such event, Executive’s services with the Company shall terminate as of the date specified in such notice. In the case of a termination as a result of a Disability, the Company shall pay or provide Executive with the following: (i) his then current accrued and unpaid Base Salary through his date of termination as well as during 100% of any accrued and unpaid bonus for any years preceding the Severance Periodyear of termination, payable as set forth in Section 4(h), (ii) a pro rata bonus payment for the Executive shall be entitled to disability coverage as described year of termination based on actual results, payable in this Section 8(a). In the event the Executive becomes disabled, as that term is defined under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant year following such termination at such time bonuses are paid to the Company's Long-Term Disability Plan or otherwise, ’s other senior executives (based on actual results and the number of months worked in place the applicable fiscal year of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ), ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (Aiii) the Executive's attainment of age 65 or (B) the Executive's commencement of retirement benefits from the Company 2008 SARs shall become vested and exercisable subject to and in accordance with Section 10(f) below. If the SAR Award Agreements, (iiv) 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 ceases has been employed by the Company for at least four years following the Effective Date, and (vi) other benefits and payments to be disabled during which Executive is then entitled hereunder in accordance with the Term of Employment (as determined terms hereof or pursuant to Section 4(k) in accordance with the terms of such plan or arrangement. For the Long-Term Disability Planpurpose of this Section 4(b), (ii) “Disability” shall mean Executive’s inability to perform his position or another senior executive position is then vacant and (iii) duties for the Company requests on a full-time basis for 180 days (whether or not consecutive) in writing that he resume such position, he may elect to resume such position by written notice to any twelve (12) month period. During any period of time in which Executive is prevented from performing his duties for the Company within 15 days after the Company delivers its request. If he resumes such positionas a result of any physical or mental incapacitation, he shall thereafter be entitled but prior 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 termination of the Term on account of Employment and does not resume Executive’s Disability, Executive shall receive his position in accordance with the preceding sentence, he shall be treated full compensation hereunder as if he voluntarily terminated his employment pursuant to actively at work. Notwithstanding the foregoing, in the event that as a result of absence because of mental or physical incapacity Executive incurs a “separation from service” within the meaning of such term under “Code Section 10(d409A” (as defined in Section 20(a) 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 Employmenthereof), 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. (b) The Executive shall on such date automatically be entitled to terminated from employment as a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereofDisability termination. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. If due to illness, physical or mental disability, or other incapacity, Executive shall fail during any four (a4) During consecutive months to perform the Term duties required by this Agreement, Employer may, upon thirty (30) days' written notice to Executive, either terminate this Agreement or suspend Executive's right to any Base Compensation or Performance Bonus Distributions without terminating this Agreement. In any such event, Executive shall (A) be paid Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of Employmentsuch termination, as well as during (B) be paid a pro rata portion of any bonus otherwise payable to Executive for or with respect to the Severance Periodcalendar year in which such termination occurs in accordance with Section 3(b) hereof up to the first day of such four (4) month period and, to the extent not previously paid, Executive shall be entitled to disability coverage as described all bonuses payable to Executive in this accordance with Section 8(a)3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs and (C) be entitled to the benefits set forth in Sections 3(c) (or the after-tax cash equivalent) and 3(d) hereof up to the effective date of such termination. For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. In the event Employer elects to suspend Executive's right to Base Compensation and Performance Bonus Distributions, at such time as Executive is able to resume the Executive becomes disabledduties required under this Agreement, 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, Base Compensation and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's attainment of age 65 or (B) the Executive's commencement of retirement benefits Performance Bonus Distributions from the Company in accordance with Section 10(f) below. If (i) date Executive commences the Executive ceases to be disabled during performance of such duties following the Term of Employment (as determined disability in accordance with the terms and provisions of this Agreement. This Section 5(a)(iii) shall not limit the entitlement of Executive, Executive's estate or beneficiaries to any disability or other benefits available to Executive under any disability insurance or other benefits plan or policy which is maintained by Employer for Executive's benefit. For purposes of this Agreement, the "date of disability" shall mean the first day of the Long-Term Disability Plan)consecutive period during which Executive fails to perform the duties required by this Agreement due to illness, (ii) his position physical 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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as of the date the Executive ceases to be disabled. If the Executive is not offered his position mental disability 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 disabledother incapacity. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During If prior to the expiration of the Term of Employment, as well as during the Severance Period, the Executive shall be entitled to disability coverage as described prevented, during a continuous period of ninety (90) days (the “Disability Period”), from performing his duties by reason of “disability,” the Corporation may terminate this Agreement, in this Section 8(a). In the which event the Executive becomes disabled, as that term is defined under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's attainment of age 65 or (B) the Executive's commencement of retirement benefits from the Company in accordance with Section 10(f) below. If 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 ceases to be disabled may receive in connection with such occurrence of disability during the Term Disability Period under any policy or plan carried or maintained by or on behalf of Employment the Corporation and under which the Executive is a beneficiary or participant, and (as determined ii) any Bonus that would have been payable at the time of such termination 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 any, under any Corporation Plans, but only in accordance with the terms of the Long-Term Disability Plan), (ii) his position such plan or another senior executive position is then vacant and (iii) the Company requests in writing that he resume such position, he may elect policy as they apply to resume such position by written notice persons whose employment has been terminated as a result of an employee’s permanent disability. Such payments shall be made 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 Executive in accordance with its normal payroll policies and schedule, except for payment of the preceding sentence, he current fiscal year Bonus which shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) as made at the end 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the fiscal year in which the Commencement Date occurs based on 40% Disability Period arose. For purposes of Base Salary paid to him during such year prior to this Agreement, the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled deemed to any annual incentive award with respect to have become disabled when the period following Board of Directors of the Commencement Date. If Corporation (excluding the Executive recommences or any of his position in accordance with Section 8(aaffiliates), he upon the diagnosis of a reputable, licensed physician of the Corporation’s choice, in consultation with the Executive’s primary physician, shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except 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 have continued uninterrupted for a period of not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Dateless than ninety (90) days.

Disability. (a) During the Term of Employment, as well as during the Severance Period, 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 pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) If the Companies determine in good faith that the Executive ceases to be disabled during the Term of Employment has incurred a Disability (as determined in accordance with the terms of the Long-Term Disability Plan), (iidefined below) 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 treated as if he voluntarily terminated his employment pursuant to 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, 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 Executive shall continue to receive his Annual Base Salary and benefits until the date of termination. In the case of the Executive's Disability, the Companies shall pay to the Executive (a) promptly after the Executive's termination, the unpaid Annual Base Salary to which he shall be treated as if his employment was terminated Without Cause is entitled pursuant to Section 10(csubsection 5(a) as of through the date the Executive ceases to be disabled. Executive's termination, and (b) The Executive shall be entitled to a pro rata annual incentive award for as soon as practicable after the close of the fiscal year in which the Commencement Date occurs based on 40% Executive's termination occurs, a prorated portion of Base Salary paid any unpaid Bonus Compensation determined by the Boards. In addition, the Companies shall pay the Executive severance benefits as set forth in Section 7. This subjection 6(b) shall not limit the entitlement of the Executive, his estate, or beneficiaries to him during such year prior any disability or other benefits then available to the Commencement Date, payable in a lump sum not later than 15 days after Executive under any disability insurance or other benefit plan or policy which is maintained by the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award Companies for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereofExecutive's benefit. (cii) During 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 is receiving disability benefits pursuant or the Executive's legal representative (such agreement as to Section 8(a) above, he shall continue acceptability not to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Datewithheld unreasonably).

Disability. (a) During the Term of Employment, as well as during the Severance Period, the Executive shall be entitled to disability coverage as described in this Section 8(a). In the event the If Executive becomes disabled, as that term is defined under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be totally disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan)Term, (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 treated as if he voluntarily terminated his employment pursuant to Section 10(dand this Agreement may be terminated by the Board (excluding Executive for this purpose) as of the date the such total disability is determined. Executive ceases shall be considered to be totally disabled if he is unable by reason of accident or illness (including mental illness) to perform the material duties of his regular position with the Company and is not expected to recover from his disability within a period of six months from the commencement of the disability. If at any time Executive claims or is claimed by the Board to be totally disabled, a physician acceptable to both Executive and the Board (which acceptances shall not be unreasonably withheld) shall be retained by the Company and shall examine him. Executive shall cooperate fully with the physician. If the physician determines that Executive is not offered his position or another senior executive position after he ceases totally disabled, the physician shall deliver to be the Board a certificate certifying both that Executive is totally disabled during and the Term date upon which the condition of Employment, he total disability commenced. The determination of the physician 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Dateconclusive. The Executive shall not be entitled Executive's rights to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences compensation and benefits under this Agreement shall cease upon his position in accordance with Section 8(a)total disability, except that he shall be entitled to continuation of his Salary and Company-provided health benefits, life insurance and other welfare benefits for 12 months, provided, however, that any such payments shall be reduced by an amount equal to any payments and health coverage received by Executive under any employment policy, arrangement or agreement, disability insurance policy or other benefit plan of the Company or Social Security. Executive also shall receive the short-term plan award that he would have been entitled to receive had he been employed for the entire year in which termination occurs and a pro rata annual incentive pro-rated award for the next following year based on the number of days during the year for which he resumes received severance pay; provided that Executive's awards for these two years shall be limited to the award portion(s) based on Company performance, except that, to the extent Executive was actively employed during a portion of the first year, such position and award shall thereafter include the award portion(s) based on individual performance pro-rated for the time of his active employment. Such awards shall be entitled paid to annual incentive awards Executive at the time that plan payments for the applicable calendar year are typically paid to senior executives. Any termination by the Board pursuant to this Section 9 shall be made in accordance with Section 5 hereof. (c) During the period the all applicable laws. Without limitation, a termination of Executive is receiving disability benefits pursuant to this Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive 9 shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Daterelieve him of his obligations under Section 6.

Disability. (a) During the Term of Employment, as well as during the Severance Period, 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 ’s Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's ’s Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's ’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 ’s attainment of age 65 or (B) the Executive's ’s commencement of retirement benefits from the Company in accordance with Section 10(f) below. If If (i) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to 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 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. (b) The Executive shall be entitled to a pro rata annual cash incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Datemost recently established market target annual cash incentive amount, payable in a cash lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date. Notwithstanding the foregoing, with respect to any benefit plan or program providing benefits covered by Section 409A of the Code, the definition of “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 event Executive shall become disabled, as that term is defined in the Company’s Long-Term Disability Plan and, except as provided in Section 8(a), the provisions of Section 10 shall not apply if the Executive has a termination of employment due to such disability.

Disability. (ai) During Termination by the Term Company of EmploymentExecutive's employment based on "Disability" shall 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, as well as during the Severance Periodor 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, the or last for continuous period of not less than twelve (12) months, 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 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's Long-Term Disability Plan, ; or (C) Executive is determined to be totally disabled by the Social Security Administration. Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan benefits under any short or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits plan maintained by the Company. ("Commencement Date"ii) The Company shall pay Executive, as disability pay, a monthly payment equal to three-quarters (3/4) of Executive's monthly rate of base salary, plus any bonus paid to Executive for a period beginning the preceding year. These disability payments shall commence within thirty (30) days of the date of Executive's termination due to Disability and will end on the Commencement Date and ending with the earlier to occur of (A) the Executive's attainment date Executive returns to the full-time employment of age 65 or 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; (B) the date the Executive begins full-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 commencement of retirement benefits death. Notwithstanding any other provision to the contrary, the Company's obligation for any payments required to be made under this Section 8(c) shall be reduced by any proceeds received by Executive from disability income insurance or any other disability policy or plan maintained by the Company in accordance with for Executive which was paid for by the Company as partial satisfaction of its obligation under this Section 10(f) below. If8(c). (i) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (ii) his position or another senior executive position is then vacant and (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 requests in writing that he resume such position, he may elect for Executive prior to resume such position by written notice his termination for Disability. This coverage shall cease upon the earlier of (A) the date Executive returns to the Company within 15 days after full-time employment of the Company delivers its request. If Company, in the same capacity as he resumes such position, he shall thereafter be entitled was employed prior to his Base Salary at the annual rate in effect on the Commencement Date and, termination for the year he resumes his position, a pro rata annual incentive award. If he ceases to be disabled during the Term of Employment Disability and does not resume his position in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to Section 10(dan employment agreement between Executive and the Company; (B) as of the date the Executive ceases to be disabled. If the Executive is not offered his position or begins full-time employment with 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(cemployer; (C) as of the date Executive attains the Executive ceases to be disablednormal age of retirement or begins receiving benefits under the Company's retirement plan; or (D) the date of Executive's death. (biv) The Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to Executive shall be entitled to a pro rata annual incentive award for the year in during any period during which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes incapable of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Dateperforming his duties hereunder by reason of temporary disability.

Disability. By delivery of written notice thirty (a30) During days in advance to the Term Executive, the Employer may terminate the Executive’s employment and this Agreement if the Executive is disabled and the Executive shall receive any sums due to him as Base Salary and reimbursement of Employment, expenses through the date of his termination. The Employer shall also pay to the Executive an amount equal to Average Monthly Compensation (as well as during defined for purposes of Section 4.1 of this Agreement) for each full month following such termination until the Severance Periodlater of the month prior to the month for which the Executive’s long-term disability benefits become payable or six (6) months commencing with the month following the month in which the date of termination occurs. For purposes of this Agreement, the Executive shall be entitled considered disabled if: (i) he is unable to engage in any substantial gainful activity 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, or (ii) he is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not les than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Employer. Medical determination of a disability coverage as described in this Section 8(a)may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees of the Employer. In Upon the event request of the Executive becomes disabled, as that term is defined under the Company's Long-Term Disability PlanEmployer, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms must submit proof of the Long-Term Disability Plan), (ii) his position Social Security Administration’s 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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Dateprovider’s determination. The Executive shall not be entitled considered disabled, however, if the Executive returns to any annual incentive award with respect work on a full-time basis within thirty (30) days after the Employer gives notice of termination due to the period following the Commencement Datedisability. If the Executive recommences his position in accordance is terminated by either of the Corporation or the Bank because of disability, the Executive’s employment with Section 8(a), he the other shall be entitled to a pro rata annual incentive award for also terminate at the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) same time. During the period of incapacity leading up to the Executive is receiving disability benefits pursuant to Section 8(a) abovetermination of the Executive’s employment under this provision, he the Employer shall continue to be treated as an employee pay the full Base Salary at the rate then in effect and all perquisites and other benefits (other than bonus) until the Executive becomes eligible for purposes of all employee benefits and entitlements in which he was participating on under any disability plan or insurance program maintained by the Commencement DateEmployer, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except provided that the amount of the payments by the Employer to the Executive under this Section 3.1(b) shall not be entitled reduced by the sum of the amounts, if any, payable to receive the Executive for the same period under any annual salary increases disability benefit or any new long-term incentive pension plan grants following covering the Commencement DateExecutive.

Disability. (ai) During In the Term event that the Executive, because of Employmentaccident, as well as during disability or physical or mental illness, is incapable of performing the Severance Periodessential functions of the job with or without reasonable accommodation, the Executive Company shall be entitled have the right to disability coverage as described in terminate the Executive's employment under this Section 8(a)agreement upon thirty (30) days' written notice to the Executive. In the event of such determination, the Company shall make semi-monthly payments to the Executive becomes disabled, as that term is defined under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% 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 Base Salarydisability plus one-twenty-fourth (1/24) of the previous three years' annual average total incentive compensation award earned under the EnergyNorth, at Inc. Key Employee Performance and Equity Incentive Plan, reduced by the annual rate in effect on the commencement date amount of his eligibility for the Company's 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 ("Commencement Date") as provided to other active employees until such time as the Executive elects to retire under the provisions of the Pension Plan. Disability for a period beginning on purposes of this section shall have the Commencement Date and ending with same meaning as provided under any long-term disability policy of the earlier to occur of (A) Company which covers the Executive's attainment , or, if none, as defined in the EnergyNorth, Inc. Retirement Plan for Salaried Employees. (ii) Prior to a determination of age 65 or (B) the Executive's commencement of retirement benefits from the Company disability as provided in accordance with Section 10(f) below. If Subsection (i) of this Section 7(d), if the Executive ceases 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 disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan)considered paid leave, (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 shall continue to resume such position by written notice make salary payments 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, Executive for the year he resumes his position, a pro rata annual incentive awardduration of such paid leave. If he ceases to be disabled Any period during the Term of Employment and does not resume his position in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving benefits under any long- term disability benefits pursuant to Section 8(a) above, he plan of the Company shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Dateconsidered unpaid leave.

Disability. If the Employment Term and Executive’s employment are terminated by reason of Executive’s disability (a) During the Term of Employmentas defined below), as well as during the Severance Period, the Executive shall he will 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 pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salaryapply, at the annual rate in effect on the commencement date of his eligibility option, for the Company's ’s long-term disability benefits ("Commencement Date") benefits. If he is accepted for a period beginning on the Commencement Date such benefits, then Executive’s Stock Options 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) the Executive ceases to Option Shares will be disabled during the Term of Employment (as determined treated in accordance with the terms of the Long-Term Disability Plan)Equity Agreements, and the terms and provisions of the Company’s benefit plans and programs that are applicable in the event of such disability of an employee shall apply in lieu of the salary and benefits under this Agreement, except that: (ii) his position or another senior executive position is then vacant and (iiia) the Company requests Escrow Agreement (if then in writing that he resume such position, he may elect force) and his Indemnification Agreement will continue in force (subject 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 amendment or termination in accordance with their terms); (b) Executive will be entitled to the lifetime group insurance benefits described in Section 7; (c) 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 at Salary, Executive will be entitled to the annual rate in effect benefits set forth on the Commencement Date andExhibit C, for the year he resumes his positionif applicable, 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 salary continuation period. Notwithstanding the preceding sentenceforegoing, he shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) if, as of the date the Executive ceases of termination pursuant to be disabled. If the this Section 11, Executive is not offered his position or another senior executive position after he ceases to be disabled during the Term of Employmenta Specified Employee, he shall be treated as if his employment was terminated Without Cause pursuant to Section 10(c) as installments of the date Salary Continuation Payment will not commence until the Executive ceases to be disabled. (b) The Executive shall be entitled to a pro rata annual incentive award for Delayed Payment Date and, on the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Delayed Payment Date, payable in 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 later than 15 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. 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 after the Commencement Date. The 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 entitled 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 annual incentive award with respect 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). Except as otherwise provided in this Agreement, and except for any vested benefits under any tax qualified pension plans of the Company and vested deferred compensation under any applicable deferred compensation plans, and continuation of health insurance benefits on the terms and to the period following extent required by COBRA, neither the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Company nor Executive shall not be entitled to receive have any annual salary increases or any new long-term incentive plan grants following the Commencement Dateadditional obligations under this Agreement.

Disability. (ai) During Termination by the Term Company of EmploymentExecutive’s employment based on “Disability” shall 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, as well as during the Severance Periodor 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, the or last for continuous period of not less than twelve (12) months, 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 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's Long-Term Disability Plan, ; or (C) Executive is determined to be totally disabled by the Social Security Administration. Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan benefits under any short or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits plan maintained by the Company. ("Commencement Date"ii) The Company shall pay Executive, as disability pay, a monthly payment equal to three-quarters ( 3/4) of Executive’s monthly rate of base salary, plus any bonus paid to Executive for a period beginning the preceding year. These disability payments shall commence within thirty (30) days of the date of Executive’s termination due to Disability and will end on the Commencement Date and ending with the earlier to occur of (A) the Executive's attainment date Executive returns to the full-time employment of age 65 or 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; (B) the Executive's commencement date the Executive begins full-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 the contrary, the Company’s obligation for any payments required to be made under this Section 8(c) shall be reduced by any proceeds received by Executive from disability income insurance or any other disability policy or plan maintained by the Company in accordance with for Executive which was paid for by the Company as partial satisfaction of its obligation under this Section 10(f) below. If8(c). (i) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (ii) his position or another senior executive position is then vacant and (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 requests in writing that he resume such position, he may elect for Executive prior to resume such position by written notice his termination for Disability. This coverage shall cease upon the earlier of (A) the date Executive returns to the Company within 15 days after full-time employment of the Company delivers its request. If Company, in the same capacity as he resumes such position, he shall thereafter be entitled was employed prior to his Base Salary at the annual rate in effect on the Commencement Date and, termination for the year he resumes his position, a pro rata annual incentive award. If he ceases to be disabled during the Term of Employment Disability and does not resume his position in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to Section 10(dan employment agreement between Executive and the Company; (B) as of the date the Executive ceases to be disabled. If the Executive is not offered his position or begins full-time employment with 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(cemployer; (C) as of the date Executive attains the Executive ceases to be disablednormal age of retirement or begins receiving benefits under the Company’s retirement plan; or (D) the date of Executive’s death. (biv) The Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to Executive shall be entitled to a pro rata annual incentive award for the year in during any period during which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes incapable of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Dateperforming his duties hereunder by reason of temporary disability.

Disability. (a) During the Term of Employment, as well as during the Severance Period, 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 Disability is defined under as the Company's Long-Term Disability Plancondition resulting from the sickness or injury of an employee, which prevents such employee from doing each of the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place material duties of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect or her regular occupation. Disability benefits as defined hereunder shall commence on the commencement date of his eligibility for tenth (10th) consecutive day following 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as absence of the employee, or upon the exhaustion of all accumulated sick leave, whichever date the Executive ceases to be disabledis last. If the Executive is not offered his position or another senior executive position after he ceases to be disabled during the Term of EmploymentProvided, 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Datehowever, payable in a lump sum not later than 15 days after the Commencement Date. The Executive that an employee shall not be entitled to any annual incentive award 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 respect to the period following district or which disability commences during the Commencement Datefirst twelve (12) months of "employment" with the district. If the Executive recommences his position in accordance with Section 8(a)Provided, he shall further, that an employee will not 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 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 (30th) following or being the seventieth (70th) birthday of the employee. Disability benefits shall be reduced by the full amount received by the disabled employee for 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 Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive this agreement shall not be entitled to receive 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 employee, subject to the rights of the employee to appeal in any annual salary increases or any new long-term incentive plan grants following fashion the Commencement Datedetermination of the carrier. A disabled employee receiving disability benefits hereunder acknowledges the district's right to be reimbursed by the insurance carrier for all amounts paid directly to the employee by the district and which are covered by the disability insurance policy maintained by the district.

Disability. (a) During the Term of Employment, as well as during the Severance Period, 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 pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) If the Executive's attainment employment with the ---------- Company is terminated on account of age 65 or (B) the Executive's commencement of retirement benefits from the Company in accordance with Section 10(f) below. If (i) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to Section 10(d5(b), the Company shall as 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 such prorated MIP payment, the amount, if any, of which shall be determined in the sole discretion of the Compensation Committee. The Company shall provide the 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 date Executive's Date of Termination. Other than the foregoing, the Company shall have no further obligations to the Executive ceases to be disabledhereunder. By the Company for Cause or By the Executive Without Good Reason. If ---------------------------------------------------------------- the Executive Executive's employment with the Company is not offered his position or another senior executive position after he ceases to be disabled during terminated by the Term of Employment, he shall be treated as if his employment was terminated Without Company for Cause pursuant to Section 10(c5(c) or by the Executive without Good Reason pursuant to Section 5(f), the Company shall as 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 employee benefit plans provided to the Executive pursuant to Section 4(c) as of his Date of Termination. Other than the date foregoing, the Company shall have no further obligations to the Executive ceases to be disabled. (b) The hereunder. Termination By the Company Without Cause or By the Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement DateGood --------------------------------------------------------------------- Reason. If the Executive recommences his position in accordance Executive's employment with Section 8(athe Company is terminated by the ------ Company (other than for Disability or Cause), 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 or by the Executive is receiving disability benefits for Good Reason pursuant to Section 8(a) above5(d), he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on then the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.Company shall:

Disability. If during the term of employment and prior to any termination of this Agreement under Section 4.2, the Executive shall become physically or mentally disabled, whether totally or partially, so that he is prevented from performing his usual duties for a period of six consecutive months, or for shorter periods aggregating six months in any twelve-month period, the Company shall, nevertheless, continue to pay the Executive his full compensation, when otherwise due, as provided in Section 3, through the last day of the sixth consecutive month of disability or the date on which the shorter periods of disability shall have equaled a total of six months in any twelve-month period (a) During 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 Employment, as well as the Executive's Base Salary at the time the Executive becomes disabled. If during the Severance 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 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 product of (i) such payments and (ii) a fraction, the numerator of which is one and the denominator of which is one less the maximum marginal rate of federal income taxes applicable to individuals at the time of receipt of such payments. All payments made under this Section 5 after the Disability Date are intended to be disability payments, regardless of the manner in which they are computed. If a Disability Date occurs during the Advisory Period, the 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 during the Disability Period and the Advisory Period, the Executive shall be entitled to disability coverage as described all of the rights and benefits provided for in this Agreement, except that Section 8(a). In 4.2 shall not apply during the event Disability Period and the Executive becomes disabledterm of employment or, as that term is defined under if applicable, the Company's Long-Term Disability Plan, Advisory Period shall end and the Executive shall cease to be entitled to receive pursuant to an employee of the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect Company on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Term 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position notice and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled severance or to receive or be paid for any annual salary increases accrued vacation time or any new long-term incentive plan grants following the Commencement Dateunused sabbatical.

Disability. 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 (aUS) During shall have the Term of Employment, as well as right to terminate Executive's employment upon 30 days' prior written notice to Executive at any time during the Severance Period, the Executive shall be entitled to disability coverage as described in this Section 8(a)continuation of such inability. In the event the Executive becomes disabledof termination under this Section 4.2, as that term is defined under the Company(a) Castlewood (US) shall thereafter be obligated to continue to pay Executive's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") Salary 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 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 10(f409A ("Section 409A") below. If (i) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability PlanInternal 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), (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 and10th day following the date of termination, for the year he resumes his positionshall pay any other amounts (including salary, a pro rata annual incentive award. If he ceases to be disabled during the Term of Employment and does bonuses, expense reimbursement, etc.) that have been fully earned by, but not resume his position in accordance with the preceding sentenceyet paid to, he shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) Executive under this Agreement as of the date the of such termination. The amount of payments to 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 under disability insurance policies paid for by Castlewood (US) shall be treated as if his employment was terminated Without Cause pursuant to Section 10(ccredited against and shall reduce the Base Salary otherwise payable by Castlewood (US) as following termination of the date the Executive ceases to be disabled. (b) The Executive shall be entitled to a pro rata annual incentive award employment. If, for the year in which Executive's employment is terminated pursuant to this Section 4.2, Company achieves the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position 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 8(a)409A, he 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 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 receive at Castlewood (US)'s expense medical benefits coverage (as an employee described in Section 3.3) for purposes Executive and Executive's spouse and dependents (if any) if and to the extent Castlewood (US) was paying for such benefits to Executive and Executive's spouse and dependents at the time of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Datesuch termination.

Disability. (a) During If the Term of Employment, as well as during the Severance Period, the Executive shall be Employee becomes entitled to disability coverage as described in this Section 8(a). In the event the Executive becomes disabled, as that term is defined benefits under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Longthen-Term current disability plan, if any, of the Company or the Bank (the "Disability Plan), (ii") or becomes otherwise unable to fulfill 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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a)duties under this Agreement, he shall be entitled to a pro rata annual incentive award receive such group and other disability benefits, if any, as are then provided by the Company or the Bank for executive employees. In the year he resumes event of such position and disability, this Agreement shall thereafter not be entitled suspended, except that (i) the obligation to annual incentive awards pay the Salary to the Employee shall be reduced in accordance with Section 5 hereof. (c) During the period amount of disability Timberland Employment Agreement - 8 income benefits received by the Executive is receiving disability benefits Employee, if any, pursuant to Section 8(a) abovethis paragraph such that, he on an after-tax basis, the Employee shall continue to be treated as an employee for purposes realize from the sum of all employee disability income benefits and entitlements in which the Salary the same amount as he was participating would realize on an after-tax basis from the Commencement Date, including without limitationSalary if the obligation to pay the 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 benefits Company and entitlements referred to in Sections 6 and 7 above, except the Bank may discontinue payment of the Salary beginning six months following a determination that the Executive Employee has become entitled to benefits under the Disability Plan or otherwise unable to fulfill his duties under this Agreement. If the Employee’s disability does not constitute a disability within the meaning of Section 409A, then payments under this Section 7(f) shall not be entitled to receive commence until the earlier of the Employee’s death or the sixth month anniversary of the Employee’s Separation from Service, with any annual salary increases delayed payments being made with the first permissible payment. If the Employee’s disability does not constitute a disability within the meaning of Section 409A, and the Employee is 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 death or the sixth month anniversary of the Employee’s Separation from Service, with any new long-term incentive plan grants following delayed payments being made with the Commencement Datefirst permissible payment.

Disability. (a) During the Term of Employment, as well as during the Severance Period, the Executive shall be entitled to disability coverage as described in this Section 8(a). In the event the Executive’s employment is terminated due to Disability upon or prior to the Expiration Date, the Company shall pay or provide the Executive becomes disabled, as that term is defined under (i) any unpaid Base Salary through the date of termination paid in accordance with the Company's Long-Term Disability Plan, ’s normal payroll policies as if the Executive shall be 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 paid in accordance with the Company’s normal reimbursement procedures; (iv) any other amounts and benefits the Executive is entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined under any employee benefit plan in accordance with the terms of the Longapplicable plan (collectively items (i) through (iv) shall be hereafter referred to as the “Accrued Amounts”); (v) a pro-Term Disability Planrata portion of the Executive’s Annual Bonus for the fiscal year in which the Executive’s termination occurs based on actual results for the fiscal year (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that the Executive is employed by the Company and the denominator of which is 365), (ii) his position or another senior executive position is then vacant and (iii) the Company requests in writing that he resume paid when 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 Annual Bonus would have ordinarily been paid in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant 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 10(d25(b) as of hereof and solely to the date extent the Executive ceases does not otherwise receive such coverage under any other medical benefits available to be disabled. If the Executive is not offered as a result of his position or another senior executive position after he ceases to be disabled during the Term of EmploymentDisability, 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. timely elects continuation coverage (b“COBRA Coverage”) The Executive shall be entitled to a pro rata annual incentive award under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for continuation of coverage under the year Company’s group health insurance plans in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year Executive participated immediately prior to the Commencement Datedate of termination (the “Health Plans”), payable 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 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 a lump sum not later than 15 days Section 25(b), the first payment of the Disability COBRA Payments will made on the sixtieth (60th) day after the Commencement Date. The Executive shall not date of termination and will include payment of any amounts that would otherwise be entitled to any annual incentive award with respect to due prior thereto; and (viii) continued payment of the period following the Commencement Date. If the Executive recommences his position Make-Up Payments in accordance with Section 8(a5(b) (including payment timing), he . Following a termination due to Disability all equity awards granted to the Executive prior to the Effective Date 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 governed in accordance with Section 5 hereofthe terms of the applicable grant agreements. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During In the Term event that, due to the physical or mental disability or illness of Employment, as well as during the Severance PeriodExecutive, the Executive shall be entitled 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 this Agreement upon written notice to the Executive. Whether the Executive is subject to a “disability” and whether the disability coverage as described in substantially impairs the Executive’s ability to perform the essential functions of her position under this Agreement shall be determined by the decision of a medical specialist selected by the Company and the Executive (or the Executive’s legal representative if the Executive is incapable of making such determination). Upon termination pursuant to this Section 8(a). In 5.2.: (i) the event Company shall, within fifteen (15) days of the Termination Date, pay to the Executive becomes disabledthe greater of any earned but unpaid Base Salary through the Termination Date, as that term is defined under the Company's Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on disability benefits payable to the commencement date of his eligibility Executive for the Company's long-term disability benefits ("Commencement Date") for a period beginning on of time during which 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan)unpaid Base Salary accrued, (ii) his position or another senior executive position is then vacant the Company shall, within fifteen (15) days of the Termination Date, pay to the Executive the Incentive Compensation described in the “Bonuses: Incentive Compensation” section of this Agreement, above, for the year in which the Termination Date occurs, pro-rated through the Termination Date (the annual amount to be pro-rated under this part (ii) shall be the amount of Incentive Compensation paid to the Executive for whichever of the prior three (3) calendar years provided the greatest Incentive Compensation); and (iii) the Company requests 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 writing that he resume the manner and at such position, he may elect to resume such position by written notice times as the Benefits otherwise would have been payable or provided to the Company within 15 days after Executive.1 1 To the extent that contributions by 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 positionbenefit of the Executive to any savings, pension, profit-sharing and/or deferred compensation plan (a pro rata annual incentive award. If he ceases “Compensation Plan Benefit”) would not be allowed to be disabled during continue under the Term Internal Revenue Code or the plan documents by reason of Employment and does not resume his position in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his termination of the Executive’s employment pursuant to Section 10(d) 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 vest. For the purpose of this Section, any criteria to earn Performance Shares shall be deemed to have been satisfied in full, and all Performance Shares that would otherwise be phased in over annual increments shall instead be completely phased in as of the date the Executive ceases to be disabledTermination Date. 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 Upon any termination effected and compensated pursuant to this Section 10(c5.2., the Company shall have no further liability hereunder (other than for (x) as of the date the Executive ceases to be disabled. (b) The Executive shall be entitled to a pro rata annual incentive award reimbursement for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year reasonable business expenses incurred prior to the Commencement Termination Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect subject, however to the period following provisions of Section 4.1., and (y) payment of compensation for unused vacation days that have accumulated during the Commencement Date. If the Executive recommences his position in accordance with Section 8(aprior twelve (12) month period), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During If the Term Company determines in good faith that the Disability of Employment, as well as the Executive has occurred during the Severance PeriodTerm, subject to applicable laws, it may give written notice to the Executive of its intention to terminate his employment. In such event, the Executive’s employment with the 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 be entitled not have returned to disability coverage as described in this Section 8(a)full-time performance of his duties. In the event During any period that the Executive becomes disabled, fails to perform his duties hereunder as that term is defined under a result of the Company's Long-Term Disability PlanDisability, the Executive shall be entitled continue to receive his full Base Salary and incentive compensation until the Executive’s employment is terminated pursuant to the Company's Long-Term Disability Plan this Section 6.3(b). Upon any such termination neither party shall have any rights or otherwiseobligations under Article 1, and in place of his Base SalaryArticle 2, an amount equal to 60% of his Base SalarySection 3.1, 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 Section 3.2, or (B) the Executive's commencement of retirement benefits from Article 4; provided, however, that the Company in accordance with Section 10(f) below. If (i) shall pay the Executive ceases to be disabled during the Term of Employment (any amount due and owing as determined in accordance with the terms of the Long-Term Disability Plan), (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 Termination 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 treated as if he voluntarily terminated his employment pursuant to 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 3.1 and Section 10(c) as of the date the Executive ceases to be disabled. 3.2 (b) The Executive shall be entitled to excluding a pro rata annual incentive award Bonus for the year in which the Commencement Date occurs based on 40% termination occurs) and Article 4 and, after termination an amount equal to twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination). Such twelve (12) months of Base Salary shall be paid in a single lump sum seventy five (75) days after Executive terminates employment, 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 not thereafter revoking such release. For purposes of this Agreement, “Disability” shall mean the inability of the Executive to him during such year prior perform his duties to the Commencement DateCompany on account of physical or mental illness or incapacity for a period of one hundred and twenty (120) consecutive calendar days, payable in or for a lump sum period of one hundred and eighty (180) calendar days, whether or not later than 15 days after the Commencement Dateconsecutive, during any three hundred and sixty five (365) day period. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive Any equity awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that held by the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive governed by the terms and conditions of the relevant plan grants following the Commencement Dateand grant documents.

Disability. (ai) During The Board may terminate Executive’s employment after having determined that Executive is “Disabled.” For purposes of this Agreement, Executive will be considered “Disabled” and the Term Board will have the right to terminate this Agreement due to Executive’s Disability in any case in which it is determined: (A) by a duly licensed physician selected by the Bank that Executive is unable to engage in any substantial gainful employment for which he is reasonably suited by education, training or experience by reason of Employmentany medically determinable physical or mental impairment which can be expected to result in death, as well as during or last for a period of not less than 12 months, (B), or by reason of the Severance Period, condition described in “(A),” the Executive shall be entitled to disability coverage as described in this Section 8(a). 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 (C) by the Social Security Administration that Executive is disabled. (ii) In the event the Board determines that Executive becomes disabledis Disabled, as that term is defined Executive will no longer be obligated to perform services under the Company's Long-Term Disability Planthis Agreement. Upon Executive’s termination due to Disability, the Executive shall Bank will cause to be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") continued for a period beginning on of three (3) years, life insurance coverage substantially comparable to the Commencement Date and ending coverage maintained by the Bank for Executive prior to his termination. Notwithstanding the foregoing, with respect to the earlier individually-owned life insurance policy for which the Bank co-pays the premium for Executive, the Bank shall only be obligated 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) the Executive ceases continue to be disabled during the Term of Employment (as determined make such payments for such three year period in accordance with the terms same co-pay arrangement in effect immediately prior to Executive’s Disability. In addition, Executive shall also have the right to purchase such continued health care coverage for himself and his family as is customarily available to employees of the Long-Term Disability Plan), (ii) his position or another senior executive position is then vacant Bank under COBRA and (iii) Texas health care continuation laws for the Company requests in writing that he resume such position, he may elect to resume such position maximum period provided by written notice to law and the Company Bank shall reimburse the Executive for the premiums paid by Executive no less frequently than quarterly and within 15 days after following the Company delivers its request. If he resumes end of a quarter, such position, he shall thereafter be entitled to his Base Salary at that premiums paid in the annual rate in effect on the Commencement Date and, for the first quarter of a calendar 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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as of reimbursed by April 15, premiums paid in 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 second quarter 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 disabledreimbursed by July 15, etc. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During the Term of Employment, as well as during the Severance Period, 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 pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (ii) his position or another senior executive position is the positions set forth in Section 3(a) are then vacant and (iii) the Company requests in writing that he resume such positionpositions, he may elect to resume such position positions by written notice to the Company within 15 days after the Company delivers its request. If he resumes such positionpositions, 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 positionpositions, a pro rata annual incentive award. If he ceases to be disabled during the Term of Employment and does not resume his position positions in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to 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 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 4055% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position positions in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position positions and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. If the Company determines in good faith that the Employee has a "disability" (a) During as defined below), it may give the Term Employee written notice of Employment, as well as during its intention to terminate the Severance PeriodEmployee's employment. In such event, the Executive 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 shall not be effective if the Employee returns to full-time performance of his duties prior to the expiration of the 60 day notice period. For purposes of this Agreement, "disability" shall mean a physical or mental condition which, three months after its commencement, is determined to 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 three month waiting period for the disability coverage determination and during the 60 day notice of termination period. In the event that the Company provides long-term disability benefits for the Employee, such benefits shall not commence until after the employment of the Employee has been terminated and the Company has ceased paying the Employee compensation pursuant to the foregoing sentence. If the Employee'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 as described of the date of the termination, (ii) that portion of any bonus determined pursuant to Section 3(c)(ii) of this Agreement in respect of a prior calendar year that had been deferred, which amount shall be paid to the Employee as soon as practicable, and (iii) with respect to the calendar year in which this Agreement is terminated, in the event that a bonus would have been payable to the Employee pursuant to Section 8(a)3(c)(ii) of this Agreement in respect of such calendar year had this Agreement not terminated, the Employee shall be entitled to a pro-rated amount of such bonus based on a fraction the numerator of which is the number of days in the calendar year in which this Agreement was terminated that the Employee provided services to the Company and which were prior to the period of the Employee's disability and the denominator of which is 365, with such bonus payment to be paid in one cash lump sum paid as soon as practicable following delivery of audited financial statements for the year in which this Agreement is terminated. In the event the Executive Employee becomes disableddisabled but returns to active service under this Agreement prior to the expiration of the three-month waiting period, as that term is defined under or prior to the Company's Longexpiration of the 60-Term Disability Planday notice of intent to terminate period, the Executive 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 pursuant benefits, including without limitation disability benefits, at least equal to the Company's Long-Term Disability Plan or otherwise, and most favorable benefits provided by the Company to executives of the Company based on the terms of the benefit plans referenced in place Section 3(d) of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate this Agreement as 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to 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 disabledEmployee's disability commenced. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During the Term of Employment, as well as during the Severance Period, the Executive shall be entitled to disability coverage as described in this Section 8(a). In the event that the Executive becomes disabledEmployee shall sustain a disability and be unable to perform the essential functions of his position, with or without reasonable accommodation, as that term is defined 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 Company's Long-Term Disability PlanEmployee’s disability shall continue (as evidenced by the continued absence of the Employee from his duties), the Executive employment of the Employee under this Agreement shall terminate and all obligations of the Employee shall cease provided the Employee shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's attainment of age 65 or (B) the Executive's commencement of retirement benefits from the Company in accordance with Section 10(f) below. Ifonly (i) the Executive ceases payment of any amounts of the Employee’s base salary then remaining to be disabled during paid under Section 4(a) hereof through the Term of Employment (as determined in accordance with the terms date of the Long-Term Disability Plan), termination of the Employee’s employment; plus (ii) his position or another senior executive position is then vacant any unpaid amount of the cash bonus for the First Bonus Period if such termination occurs after the end of the First Bonus Period and a pro-rated portion (iii) based upon the Company requests in writing number of days of the applicable bonus period that he resume such position, he may elect to resume such position by written notice have elapsed prior to the Company within 15 days after date of his disability) of the Company delivers its request. If he resumes Employee’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 position, he cash bonus payment shall thereafter be entitled to his Base Salary at the annual rate in effect made on the Commencement Bonus Payment Date and(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, for Stealth shall make payment to the year he resumes Employee (or his positionestate) on the Bonus Payment Date of that amount of the bonus payment in respect of such Bonus Period as to which the parties are not in dispute, a pro rata annual incentive award. If he ceases to be disabled during and the Term remainder of Employment and does not resume his position in accordance with the preceding sentencesuch bonus payment, he if any, shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) as paid when it shall be agreed upon or finally determined, but not later than December 31, 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the calendar year in which the Commencement Date occurs based on 40% last day of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive applicable Bonus Period shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof.fall; plus (ciii) During the period the Executive is receiving disability benefits any then unpaid expense reimbursement pursuant to Section 8(a) above, he 6 hereof; and the Options that have vested prior to such termination shall continue remain vested and exercisable irrespective of such employment termination. Any physician certification regarding whether the Employee is disabled pursuant to this Section shall be treated as an employee for purposes of all employee benefits binding upon Stealth and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement DateEmployee.

Disability. 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 to the extent he was performing such duties immediately prior to the commencement of such condition. b. If the Employee shall be disabled for not more than ninety (a90) During days during any twelve (12) month period of the Term term of Employmentthis Agreement, as well as then the Employee, during the Severance Periodcontinuance of such disability, shall remain employed by the Executive Employer hereunder, 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 continue to receive his base salary and other compensation pursuant to this Agreement and otherwise shall continue to have all of the Company's Long-Term Disability Plan or otherwise, rights and in place be subject to all of his Base Salary, an amount equal the Employee’s obligations and duties under this Agreement other than the obligation and duty 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 render services to occur of (A) the Executive's attainment of age 65 or (B) the Executive's commencement of retirement benefits from the Company Employer otherwise in accordance with Section 10(fthis Agreement during the period of such disability. c. If the Employee shall be disabled for more than ninety (90) below. Ifdays during any twelve (12) month period during the term of this Agreement, but not more than one hundred twenty (120) days during any twelve (12) month period, then, from and after the expiration of the ninetieth (90) day of disability and during the continuance of such disability up to and including the day immediately preceding the one hundred twentieth (120th) day, the Employee shall be deemed to have taken a leave of 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 including the Executive ceases ninetieth (90th) day of such disability and from and after the ninetieth (90th) day of such disability and up to be disabled during and including the Term day immediately preceding the one hundred twentieth (120th) day of Employment (as determined in accordance with such disability, the terms of Employer shall pay no salary to the Long-Term Disability Plan), Employee and the Employee shall receive no salary from the Employer. (ii) his 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 another senior executive position is then vacant and 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 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 The Employee 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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as otherwise have all of the date the Executive ceases rights and be subject 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 all of the date the Executive ceases to be disabled. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position Employee’s obligations and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 aboveduties under this Agreement, except that the Executive 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 reason of the Employee’s disability, the Employer shall not be entitled able to receive 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 twenty (120) days in any annual salary increases or any new long-twelve (12) month period during the term incentive plan grants following of this Agreement, the Commencement Dateemployment of the Employee hereunder shall cease and terminate pursuant to the provisions of Paragraph 9 below. e. If Employer and Employee are unable to agree whether the Employee is disabled within the meaning of this Paragraph 7, then this issue shall be submitted to arbitration in the manner provided for in Paragraph 12 of this Agreement below.

Disability. (ai) During the Term any period of Employmentdisability, as well as illness or incapacity during the Severance Periodterm 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 plus any cash bonus compensation earned pursuant to the 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") equal to the (i) 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 the target level of the annual cash bonus payable to the Executive under the Company'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 MICP Target Amount shall be paid in pro rata equal monthly installments over the 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 the Executive's Permanent Disability. For so long as the Executive's Permanent Disability continues, the Disability Payment shall be paid by the Company to the 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 had remained employed by the Company hereunder, but in no case shall such period exceed 24 months. The Executive may be entitled to receive payments under any disability coverage as described in this Section 8(a)income insurance which may be carried by or provided by the Company from time to time. In the event the Executive becomes disabled, Upon "Permanent Disability" (as that term is defined under in Section 7(b)(ii) below) of the Company's Long-Term Disability PlanExecutive, except as provided in this Section 7(b), all rights of the Executive under this Agreement (other than rights already accrued) shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to 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 disabledterminate. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. If the Company determines in good faith that the Employee has a "disability" (a) During as defined below), it may give the Term Employee written notice of Employment, as well as during its intention to terminate the Severance PeriodEmployee's employment. In such event, the Executive 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 shall not be effective if the Employee returns to full-time performance of his duties prior to the expiration of the 30-day notice period. For purposes of this Agreement, "disability" shall mean a physical or mental condition which, two months after its commencement, is determined to 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 two-month waiting period for the disability coverage as described in this Section 8(a)determination and during the 30-day notice of termination period. In the event that the Executive becomes disabledCompany 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 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 those obligations accrued, earned or vested by the Employee as that term is defined under of the Company's Long-Term Disability Plandate of the termination. In addition, the Executive Employee and the Employee's family shall be entitled to receive pursuant benefits, including without limitation disability benefits, at least equal to the Company's Long-Term Disability Plan or otherwise, and most favorable benefits provided by the Company to other contract employees of the Company based on the terms of the benefit plans referenced in place Section 3(c) of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate this Agreement as 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to 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 disabledEmployee's disability commenced. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.

Disability. (a) During the Term of Employment, as well as during the Severance Period, the Executive shall be entitled to disability coverage as described in this Section 8(a7(a). In the event the Executive becomes disabled, as that term is defined under the Company's ’s Long-Term Disability Plan, the Executive shall be entitled to receive pursuant to the Company's ’s Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% (or at the rate then applicable) of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's ’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 ’s attainment of age 65 or (B) the Executive's commencement of retirement benefits from the Company in accordance with Section 10(f) below65. If If (i) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (ii) his position or another senior executive position is the positions set forth in Section 2(a) are then vacant and (iii) the Company requests in writing that he resume such positionpositions, he may elect to resume such position positions by written notice to the Company within 15 days after the Company delivers its request. If he resumes such positionpositions, 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 positionpositions, a pro rata annual incentive awardAnnual 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 positions in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d9(e) as of the date the Executive ceases to be disabled. If the Executive is not offered his position or another senior executive position 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(c9(c) as of the date the Executive ceases to be disabled. (b) The Executive shall be entitled to a pro rata annual incentive award Annual Incentive Award at 75% of Base Salary for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Dateoccurs, payable in a lump sum not later than 15 days after accordance with the Commencement Dateterms of the annual incentive compensation plan and at the time set forth in Section 4 hereof. The Executive shall not be entitled to any annual incentive award Annual Incentive Award with respect to the period following the Commencement Date. If the Executive recommences his position positions in accordance with Section 8(a7(a), he shall be entitled to a pro rata annual incentive award Annual Incentive Award at 75% of Base Salary for the year he resumes such position positions and shall thereafter be entitled to annual incentive awards Annual Incentive Awards in accordance with Section 5 4 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a7(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections Section 5 and 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 or elect to defer compensation following the Commencement Date.

Disability. (a) During the Term of Employment, If Executive becomes “Disabled” (as well as defined below) during the Severance PeriodTerm, 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 pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's CRM’s long-term disability benefits ("“Commencement Date"”) for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's ’s attainment of age 65 65, or (B) the Executive's ’s commencement of retirement benefits from the Company in accordance with Section 10(f) belowCRM. If (i) the If Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (ii) his position or another senior executive position is then vacant and (iii) the Company requests in writing that he resume such positionDisabled 180 days thereafter, he may elect to resume such position by written notice to the Company CRM within 15 days after the Company CRM 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, position and a pro rata annual incentive awardPro Rata Annual Incentive (as defined). If he ceases to be disabled during the Term of Employment 180 days thereafter and does not offer to resume his position in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to 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 by CRM after he ceases to be disabled Disabled during the Term of EmploymentTerm, he shall be treated as if his employment was terminated Without without Cause pursuant to Section 10(c) as of the date the Executive ceases to be disabledDisabled. (b) The Executive shall be entitled to a pro rata annual incentive award Pro Rata Annual Incentive assuming Target performance for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during termination occurs, such year prior to the Commencement Date, bonuses payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Datetermination. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award Pro Rata Annual Incentive assuming Target performance for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereofposition. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) aboveDisabled, he shall continue to be treated as an employee for purposes of all employee benefits benefits, plans and entitlements programs in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive for any annual salary increases or any new long-term incentive plan grants following the Commencement Dateduring any Disability period.

Disability. Notwithstanding the provisions of subsection (aa)(iii) During ---------- 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 with or without reasonable accommodation, the 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 of Employmentor, as well as if the Initial Term has expired, any Extended Term, or during the Severance Periodperiod of such disability. Notwithstanding any such removal or reassignment, the Executive shall continue to receive the Executive's full Salary (less any disability pay or sick pay benefits to which the Executive may be entitled under the Employer's policies) and benefits under Section 4 of this Agreement (except to the extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) for a period of time equal to the remainder of the Initial Term or, if the Initial Term has expired, any Extended Term, provided that the Executive remains employed by the Employer during such period. In the event that the Employer terminates the Executive's employment without cause pursuant to Section 6(c) or the Employer delivers a Non-renewal Notice to the Executive, in either case due to the Executive's continuing inability to perform the essential functions of the Executive's then existing position or positions, 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 eligible to receive pursuant Termination Benefits subject to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms and conditions of the Long-Term Disability PlanSection 6(d), (ii) his position provided that the Executive's Termination Benefit additionally shall be subject to reduction by the amount of any payments the Executive receives under any disability benefit plan or another senior executive position is then vacant and (iii) plans or insurance policies the Company requests in writing that he resume such positionEmployer maintains for the Executive, he may elect to resume such position by written notice to the Company within 15 days after the Company delivers its requestor under worker's compensation, or state or federal disability benefit programs. If he resumes such position, he any question shall thereafter be entitled arise as 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 whether during the Term of Employment and does not resume his position in accordance with the preceding sentence, he shall be treated as if he voluntarily terminated his employment pursuant to Section 10(d) as of the date the Executive ceases to be disabled. If any period the Executive is not offered his disabled so as to be unable to perform the essential functions of the Executive's then existing position or another senior executive position after he ceases to be disabled during positions with or without reasonable accommodation, the Term of EmploymentExecutive may, he shall be treated as if his employment was terminated Without Cause pursuant to Section 10(c) as and at the request of the date Employer shall, submit to the Employer a certification in reasonable detail by a physician selected by the Employer to whom the Executive ceases or the Executive's guardian has no reasonable objection as to be disabled. (b) The whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall be entitled to a pro rata annual incentive award for the year in which purposes of this Agreement be conclusive of the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Dateissue. The Executive shall not be entitled to cooperate with any annual incentive award reasonable request of the physician in connection with respect to the period following the Commencement Datesuch certification. If such question shall arise and the Executive recommences his position in accordance with Section 8(a)shall fail to submit such certification, he the Employer's determination of such issue shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating binding on the Commencement DateExecutive. Nothing in this Section 6(e) shall be construed to waive the Executive's rights, including if any, under existing law including, without limitation, the benefits Family and entitlements referred to in Sections 6 Medical Leave Act of 1993, 29 U.S.C. (S)2601 et seq. and 7 abovethe Americans with Disabilities Act, 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 Date42 U.S.C. (S)12101 et seq.

Disability. (a) During the Term of Employment, as well as during the Severance Period, the Executive shall be entitled to disability coverage as described in this Section 8(a). In the event that the Executive becomes disabled, as that term is defined determined under the Company's Longlong-Term Disability Planterm disability income plan, during his employment under this Agreement, then, at the discretion of the Board of Directors of the Company, the Executive's employment hereunder shall terminate as of a date specified by the Board not earlier than ten (10) days following the Board's consideration of the matter. In such event, the Executive shall continue to receive his Base Salary under Section 3(a), and any benefits to which he is entitled in accordance with Section 3(c), until he becomes eligible for disability income under the Company's long-term disability income plan or, in the absence of a long-term disability income plan at the time of such disability, until the commencement of disability payments in accordance with the last sentence of this Section 5(b). Thereafter, for the period specified in such long-term disability income plan, the Executive shall be entitled to receive pursuant an annual disability benefit equal to the greater of (i) the amount of disability benefit payable under the plan and (ii) an amount per year equal to eighty (80) percent of the Executive's total compensation for the year immediately preceding his termination less any benefit payable to the Executive under such plan. While receiving such disability income payments, the Executive shall not receive any Base Salary or incentive compensation under Sections 3(a) or 3(b) (except a payment which has already been earned but is payable as of a later date), but shall (i) continue to participate (on the terms in effect at his date of disability) in the Company's Long-Term Disability Plan or otherwiseother benefit plans and to receive other benefits as specified in Section 3(c) until his employment under this Agreement terminates or, if later, the date specified in such plans for termination of participation in the event of disability, and in place (ii) be deemed for purposes of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's retirement plans to have completed each year such number of hours of service with the Company as shall be necessary to avoid a "1- year break in service" within the meaning of Section 411(a)(6)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). In the absence of a long-term disability benefits ("Commencement Date") for a period beginning on income plan at the Commencement Date and ending with the earlier to occur time of (A) the Executive's attainment disability, the determination of age 65 or (B) the Executive's commencement of retirement benefits from the Company in accordance with Section 10(f) below. If (i) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 disability shall be treated made as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new Company's current long-term incentive disability income plan grants following the Commencement Datewere in effect at such time.

Disability. Subject to the requirements of the Americans with Disabilities Act, Massachusetts General Laws Chapter 151B and any other applicable laws, Executive’s employment hereunder may be terminated by the Company at any time in the event of the Disability of Executive. For purposes of this Agreement, “Disability” shall mean the inability of Executive to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to physical or mental disablement which continues for a period of four (4) consecutive months during the Employment Term, as determined by an independent qualified physician mutually acceptable to the Company and Executive (or Executive’s personal representative) or, if the 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 Company, one designated by Executive (or such representative) and one designated by the two physicians so designated. If Executive’s employment is terminated by the Company for Disability, 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) During the Term Company shall pay Executive all amounts owed to Executive for work performed prior to the Termination Date, (b) provided that Executive first executes a general release in a form and of Employmenta scope acceptable to the Company, as well as during the Severance Period, 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 pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, an amount equal to 60% of his Base Salary, at the annual rate in effect on the commencement date of his eligibility for the Company's long-term disability benefits ("Commencement Date") for a period beginning on the Commencement Date and ending with the earlier to occur of (A) the Executive's 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 aboveSeverance Package, except that the Executive lump sum based on Executive’s Base salary paid as a part of the Severance Package shall not be entitled to receive any annual reduced by the amount of Base Salary, salary increases or any new continuation (short-term disability), and cash disability benefits (long-term incentive plan grants following disability) paid to Executive for the Commencement Datecorresponding period under the Company’s employee benefit plans as then in effect, and any Stock Option held as of the Termination Date shall become immediately exercisable as to all option shares without regard to the vesting schedule set forth on the applicable Option Certificate.

Disability. (a) During the Term of Employment, as well as during the Severance Period, the Executive shall be entitled to disability coverage as described in this Section 8(a). In the event that during the term of his employment by the Corporation Executive becomes disabled, shall become Disabled (as that term is defined under hereinafter defined) he shall continue to receive the Company's Long-Term 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 PlanPayment Period"). If the First Disability Payment Period shall end prior to the Termination Date, the Executive thereafter shall be entitled to receive pursuant to the Company's Long-Term Disability Plan or otherwise, and in place of his Base Salary, salary at an amount annual rate equal to 6080% of his Base Salary, at the annual rate in effect then current base salary for a further period ending on the commencement date earlier 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) the Executive ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), six months thereafter or (ii) his position or another senior executive position is then vacant and the Termination Date (iii) the Company requests in writing that he resume such position, he may elect to resume such position by written notice to "Second Disability Payment Period"). Upon 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 treated as if he voluntarily terminated his employment pursuant to Section 10(d) as expiration 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 EmploymentSecond Disability Payment Period, 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. (b) The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year prior to the Commencement Date, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect to the period following the Commencement Date. If the Executive recommences his position in accordance with Section 8(a), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual further payments on account of his base salary increases until he shall cease to be Disabled and shall have resumed his duties hereunder and provided that the Corporation shall not have theretofore terminated this Agreement as hereinafter provided. The Corporation may terminate Executive's employment hereunder at any time after Executive 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 Paragraph 13. For the purposes of this Agreement, Executive shall be deemed to have become Disabled when (x) by reason of physical or mental incapacity, Executive is not able to perform his duties hereunder for a period of 90 consecutive days or for 120 days in any new longconsecutive 180-term incentive plan grants following day period or (y) when Executive's physician or a physician designated by the Commencement DateCorporation shall have determined that Executive shall not be able, by reason of physical or mental incapacity, to perform a substantial portion of his duties hereunder. In the event that Executive shall dispute any determination of his disability pursuant to clauses (x) or (y) above, the matter shall be resolved by the determination of three physicians qualified to practice medicine in the United States of America, one to be selected by each of the Corporation and Executive and the third to be selected by the designated physicians. If Executive shall receive benefits under any disability policy maintained by the Corporation, the Corporation shall be entitled to deduct the amount equal to the benefits so received from base salary that it otherwise would have been required to pay to Executive as provided above.

Disability. (a) During The Company shall at all times have the right, upon written notice to the Executive, to terminate the Term of Employment, as well as during the Severance Period, 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 the Executive's employment if the Executive shall become entitled to disability coverage as described in this Section 8(a). In the event the Executive becomes disabled, as that term is defined benefits under the Company's Long-Term Disability Plandisability plan as then in effect. Upon any termination pursuant to this Section 5.2, the Executive Company shall be entitled to receive pursuant (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) pay to the Executive the Executive's accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of termination of the Executive's employment with the Company's Long-Term Disability Plan , (iii) continue to pay the Executive through the later of (x) the date which is three (3) months after the termination but no later than the Expiration Date), or otherwise, and in place (y) three (3) months from the date of his Base Salarytermination (the "Continuation Period"), an amount equal to 60% of his the Base Salary, Salary the Executive was receiving at the annual rate in effect on the commencement date time 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 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 (iv) continue to pay the Executive Incentive Compensation and continue to provide the Executive with the benefits the Executive was receiving under Section 4.2 hereof (the "Benefits") through the Continuation Period (to the extent permitted under the terms of age 65 applicable insurance and other benefit programs of the Company then in affect and covering the Executive, and provided further that the Company shall not take any affirmative action from the time of giving notice of termination to the Executive through the end of the Continuation Period which would cause the relevant insurance and other benefits available to the Executive to be reduced or (Beliminated) following the termination of the Executive's commencement of retirement benefits from employment with the Company Company, in accordance with Section 10(f) below. If the manner 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 ceases to be disabled during the Term of Employment (as determined in accordance with the terms of the Long-Term Disability Plan), (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 pursuant to the disability insurance referred to in Section 4.2 hereof. 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, have no further liability hereunder (other than 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 treated as if he voluntarily terminated his employment pursuant to 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. (b) The Executive shall be entitled to a pro rata annual incentive award reimbursement for the year in which the Commencement Date occurs based on 40% of Base Salary paid to him during such year reasonable business expenses incurred prior to the Commencement Datedate of termination, payable in a lump sum not later than 15 days after the Commencement Date. The Executive shall not be entitled to any annual incentive award with respect subject, however to the period following the Commencement Date. If the Executive recommences his position in accordance with provisions of Section 8(a4.1), he shall be entitled to a pro rata annual incentive award for the year he resumes such position and shall thereafter be entitled to annual incentive awards in accordance with Section 5 hereof. (c) During the period the Executive is receiving disability benefits pursuant to Section 8(a) above, he shall continue to be treated as an employee for purposes of all employee benefits and entitlements in which he was participating on the Commencement Date, including without limitation, the benefits and entitlements referred to in Sections 6 and 7 above, except that the Executive shall not be entitled to receive any annual salary increases or any new long-term incentive plan grants following the Commencement Date.