Common use of Disability Clause in Contracts

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment PeriodTerm, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 90 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive's ’s employment is terminated terminates during the Term by reason of the Executive's Disability during the Employment Period’s Disability, this Agreement shall terminate without further obligations to the ExecutiveExecutive under this Agreement, other than for payment of Accrued Obligations Obligations, and any incentive compensation for the timely payment or provision year in which the termination occurs prorated through the Date of Other Benefits. Accrued Obligations shall be paid Termination and any benefits under such plans, programs, practices and policies relating to the Executive disability benefits, if any, as in a lump sum in cash within 30 days of effect on the Date of Termination.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's Disability during the Employment Period’s Disability, this Agreement shall terminate without further obligations to the Executive, other than for payment those obligations accrued or earned and vested (if applicable) by Executive as of Accrued Obligations and the timely payment or provision Date of Other Benefits. Accrued Obligations Termination, which shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment PeriodTerm, this Agreement the Company shall terminate without have no further payment obligations to the ExecutiveExecutive or his legal representatives, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in of: (1) a lump sum in cash within 30 thirty (30) days of after the Date of TerminationTermination (or such earlier date as required by applicable law) the Accrued Obligations; and (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Effective Period, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of the Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 thirty (30) days of the Date of Termination) and (ii) the timely payment or provision of the Welfare Benefit Continuation and Other Benefits.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Effective Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a cash lump sum in cash within 30 days of the Date Executive's termination of Terminationemployment.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment PeriodTerm, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days on the same dates as if employment was not terminated by reason of Disability. The Welfare Benefits shall continue through the Date of TerminationWelfare Protection Period (as defined below).

Disability. If the Executive's ’s employment is terminated terminates by reason of the Executive's Disability during the Employment Period’s Disability, this Agreement shall terminate without further obligations to the ExecutiveExecutive under this Agreement, other than for payment of Accrued Obligations Obligations, and any incentive compensation for the timely payment or provision year in which the termination occurs prorated through the Date of Other Benefits. Accrued Obligations shall be paid Termination and any benefits under such plans, programs, practices and policies relating to the Executive disability benefits, if any, as in a lump sum in cash within 30 days of effect on the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during prior to the Employment PeriodEffective Date, this Agreement shall terminate without further obligations obligation to the Executive, other than for the payment by the Company to Executive of Accrued Obligations and an amount equal to (i) the timely payment Severance Amount minus (ii) the amount Executive would be entitled to receive as a disability benefit under the then existing plan, program, policy or provision practice of Other Benefits. Accrued Obligations the Company or any of its affiliated companies (which shall be paid to the Executive in a lump sum in cash within 30 days accordance with the then existing, plan, program, policy or practice of the Date Company or any of Terminationits affiliated companies).

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's Disability during ’s Disability, unless otherwise directed by the Employment PeriodExecutive (or, this Agreement shall terminate without further obligations to in the Executivecase of any Qualified Plan, other than for payment of Accrued Obligations and as may be required by such plan), the timely payment or provision of Other Benefits. Accrued Obligations Executive shall be paid to the Executive all Accrued Obligations in a lump sum in cash within 30 days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled to receive disability and other benefits at least equal to the level of benefits available in accordance with the plans, programs and policies maintained by the Corporation relating to disability immediately prior to the Effective Date.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment PeriodTerm of this Agreement (either prior or subsequent to a Change in Control), this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (as defined in Section 4.1) (which shall be paid to the Executive in a lump sum in cash within 30 ten (10) days of the Date of Termination).

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Post-Change of Control Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination) and (ii) the timely payment or provision of any and all Other Benefits, which under their terms are available in the event of a Disability.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations Base Severance Amount (which shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination) and the timely payment or provision of the Welfare Benefit Continuation and Other Benefits.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which shall be paid to the Executive in a lump lump-sum in cash within 30 on the date 60 days of following the Date of Termination) and (ii) payment to the Executive in a lump-sum in cash on the date 60 days following the Date of Termination of an amount equal to the Severance Amount payable under Section 6(a)(1)(B).

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment PeriodDisability, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive or the Executive's legal representative in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations obligation to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment Period, this Agreement shall terminate without further obligations obligation to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Periodterm of this Agreement, this Agreement shall terminate (with the exception of Section 7 herein) without further obligations obligation to the Executive, other than for payment any obligations accrued prior to the Executive's Date of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations Termination, which shall be paid to the Executive payable (in a lump sum in cash sum) within 30 thirty (30) days of the Date of Termination.

Disability. If the Executive's Executives' employment is terminated by reason of the Executive's Executives' Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 thirty (30) days of the Date of Termination.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment PeriodTerm of Employment, this Agreement the Company shall terminate without further obligations to pay or provide the Executive, other than for payment of the Accrued Obligations Obligations, his Pro-Rata Bonus and the timely payment or provision of Other Benefits. Subject to Section 15 hereof, Accrued Obligations shall be paid to the Executive in a cash lump sum in cash within 30 thirty (30) days of the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination) and the timely payment or provision of the Welfare Benefit Continuation and Other Benefits.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment PeriodTerm of this Agreement (either prior or subsequent to a Change in Control), this -8- 9 Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (as defined in Section 4.1) (which shall be paid to the Executive in a lump sum in cash within 30 ten (10) days of the Date of Termination).

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations accrued obligations and the timely payment or provision of Other Benefits. Accrued Obligations obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Periodterm of this Agreement, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of TerminationTermination and Other Benefits shall be paid as soon as practicable in accordance with the most favorable practices, policies and procedures followed by the Company with respect to members of senior management.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations Obligations, the Retention Bonus (to the extent not theretofore paid), and the timely payment or provision of Other Benefits. Accrued Obligations The term Other Benefits as utilized in this Section 7(c) shall include, without limitation, and Executive's estate and/or beneficiaries shall be paid entitled to the receive, any disability benefits applicable to Executive in a lump sum in cash within 30 days of at the Date of Termination, regardless of when payable.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination) and the timely payment or provision of the Welfare Benefit Continuation and Other Benefits.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment PeriodPeriod (either prior or subsequent to a Change in Control), this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 thirty (30) days of the Date of Termination) and (ii) the timely payment or provision of Other Benefits including all such benefits payable in the event of Disability.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment a Change of Control Period, this Agreement the Company shall terminate without further obligations to provide the Executive, other than for payment of Executive with the Accrued Obligations and the timely payment or provision delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. The Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Effective Period, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of the Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 thirty (30) days of the Date of Termination) and (ii) the timely payment or provision of the Welfare Benefit Continuation and Other Benefits during the twelve (12) month period immediately following the Date of Termination.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment Effective Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a cash lump sum in cash within 30 10 days of the Date Executive’s termination of Terminationemployment.

Disability. If the Executive's Executives employment is terminated by reason of the Executive's Disability during the Employment Effective Period, this Agreement shall terminate without further obligations to the Executive, other than for timely performance of the Special Obligations, payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's employment is shall be terminated by reason of the Executive's Disability during the Employment PeriodDisability, this Agreement shall terminate without further obligations obligation to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefitsthe Welfare Benefit Continuation. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 thirty (30) days of the Date of Termination. The Executive shall be entitled after the Disability Effective Date to receive disability and other benefits as in effect at the Disability Effective Date with respect to other peer executives of Employer and their families.

Disability. If the Executive's employment is terminated by reason of ---------- the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment by the Company of (i) Accrued Obligations and the timely payment or provision of Obligations, (ii) Other Benefits, and (iii) an amount, in cash, equal to one times the Executive's Annual Base Salary at the time of termination. Accrued Obligations The amounts due under clauses (i) and (iii) of the preceding sentence shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other BenefitsObligations. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment PeriodPeriod in accordance with Section 5(a), this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.. With respect to the provision of Other Benefits, after a Change of Control the term "

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination) and the timely payment or provision of the Welfare Benefit Continuation and Other Benefits.

Disability. If the Executive's ’s employment is terminated terminates during the Term by reason of the Executive's Disability during the Employment Period’s Disability, this Agreement shall terminate without further obligations to the ExecutiveExecutive under this Agreement, other than for payment of Accrued Obligations Obligations, and any compensation accrued and vested under the timely payment or provision terms of Other Benefits. Accrued Obligations shall be paid the Incentive Plan for the year in which the termination occurs prorated through the Date of Termination and any benefits under such plans, programs, practices and policies relating to the Executive disability benefits, if any, as in a lump sum in cash within 30 days of effect on the Date of Termination.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's Disability during the Employment Period’s Disability, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive or the Executive’s legal representative in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall will terminate without further obligations to the Executive, other than for payment of Accrued Obligations Compensation, the vesting of stock options and restricted stock, and the timely payment or provision of Other Benefits, including without limitation any disability benefits to which Executive is then entitled. Accrued Obligations Compensation shall be paid to the Executive in a lump sum in cash within 30 days of the Date of TerminationTermination or in accordance with any deferral election theretofore elected by Executive.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement the Company shall terminate without have no further payment obligations to the ExecutiveExecutive or his legal representatives under this Agreement, other than for (i) the payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 ten days of after the Date of Termination, of the Accrued Obligations and (ii) the Accrued Investments which amounts shall be payable in accordance with the terms and conditions of the Investment Plans.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment PeriodDisability, this Agreement shall terminate without further obligations to the Executive, other than those obligations accrued or earned and vested (if applicable) by the Executive as of the Date of Termination, including for payment of this purpose, all Accrued Obligations and the timely payment or provision of Other BenefitsObligations. All such Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's employment is shall be terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations obligation to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other BenefitsObligations. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 thirty days of after the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment PeriodTerm, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations obligation to the Executive, Executive other than for (i) payment of Accrued Obligations Obligation within 30 days of Termination Date and the timely payment or provision of the Welfare Benefit Continuation and Other Benefits. Accrued Obligations shall be paid Benefits and (ii) payment to the Executive in a lump sum in cash within 30 days of termination an amount equal to the Date greater of Terminationa lump sum of Severance Amount and Supplemental Retirement Amount (SERP).

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment Change of Control Period, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination); and (ii) the timely payment of provision of the Executive Benefit Continuation and Other Benefits.

Disability. If the Executive's employment is terminated by ---------- reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations his current salary for a total of six months in one lump sum amount and the timely payment or provision continuation of Other Benefitswhatever current benefits that are provided such as family health insurance, disability insurance and life insurance and others as they may be provided. Accrued Obligations shall All stock options will vest immediately and be paid exercisable for up to two years subsequent to the Executive in a lump sum in cash within 30 days date of the Date of Terminationdisability.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and Obligations, the timely payment or provision of Other BenefitsBenefits and the payment of the supplemental retirement benefit hereunder. In addition, the Option and the Restricted Stock, as well as the options referred to in Section 3 (c)(iv), shall vest immediately. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's Disability during the Employment Period’s Disability, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive or the Executive’s legal representative in a lump sum in cash cash, subject to Section 11 below, within 30 thirty (30) days of following the Date of Termination, or as soon thereafter as is reasonably practicable.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.. With respect to the

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations accrued obligations and the timely payment or provision of Other Benefits. Accrued Obligations obligations shall be paid to the Executive in a lump sum in cash within 30 thirty (30) days of the Date of Termination.

Disability. If Executive’s employment with the Executive's employment Company is terminated by reason of the Executive's ’s Disability during the Employment PeriodPeriod in accordance with Section III(1) of this Agreement, this Agreement shall terminate without further obligations to the Executive, Executive other than for (a) payment of Accrued Obligations and the timely any Base Salary previously earned by Executive but as yet unpaid, (b) payment or provision of Other Benefits. Accrued Obligations shall be paid any Annual Bonus previously awarded to the Executive in for a lump sum in cash within 30 days of fiscal year completed prior to the Date of TerminationTermination but as yet unpaid, and (c) the continuation of any existing rights Executive may have following Disability under any benefit, stock option, deferral or compensation plan provided to Executive by the Company.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision payment, after the Disability Effective Date, of Other Benefitsdisability benefits as in effect on the Disability Effective Date with respect to other peer executives of the Company and its affiliated companies. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment Effective Period, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of the Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 thirty (30) days of the Date of Termination) and (ii) the timely payment or provision of the Welfare Benefit Continuation and Other Benefits during the twelve (12) month period immediately following the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.of

Disability. If the Executive's ’s employment is terminated by reason because of the Executive's ’s Disability during the Employment Period, this Agreement shall will terminate without any further obligations to obligation on the Executivepart of the Company under this Agreement, other than for (i) payment of the Accrued Obligations and three months of the timely payment or provision of Other Benefits. Accrued Obligations Executive’s Base Salary (which shall be paid to the Executive in a lump sum in cash within payment 30 days of after the Date of Termination); and (ii) the timely payment of all disability and retirement benefits pursuant to the terms of any plan, policy or arrangement of the Company and its affiliated companies.

Disability. If the Executive's employment is terminated by reason ---------- of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations obligation to the Executive, Executive other than for (i) payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash Obligation within 30 days of the Termination Date of Termination.and

Disability. If the Executive's ’s employment is terminated by reason of the Executive's Disability during the Employment Period’s disability, this Agreement shall terminate without further obligations to except that the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations Executive shall be paid entitled to receive after the Termination Date, disability and other health insurance as provided to employees generally together with such Executive’s Base Salary as then in effect, (less any payments received by the Executive from disability insurance provided by the Holding Company or Bank) in each case for a lump sum in cash within 30 days period of the Date of Terminationsix (6) months following termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.. With respect to the provision of Other Benefits, the term "

Disability. If the Executive's ’s employment is terminated by reason of the Executive's Disability ’s disability during the Employment PeriodTerm, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and Obligations, the timely payment or provision of Other BenefitsBenefits and any payments that may be due Executive under the 2004 Stock Incentive Plan. Accrued Obligations shall be paid to the Executive in a lump sum in cash or immediately available funds within 30 days of the Date of Termination.

Disability. If the Executive's Executive experiences a termination of employment is terminated by reason of the Executive's ’s Disability during the Employment PeriodTerm, this Agreement shall terminate without further obligations to the ExecutiveExecutive under this Agreement, other than for payment of any Accrued Obligations and the timely payment or provision of any Other Benefits. The Accrued Obligations shall will be paid to the Executive in a one or more lump sum sums in cash within 30 days of after the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Change of Control Period, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination); and (ii) the timely payment of provision of the Employee Benefit Continuation and Other Benefits.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment Effective Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a cash lump sum in cash within 30 days of the Date Executive’s termination of Terminationemployment.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment PeriodDisability, this Agreement shall terminate without further obligations to the Executive, other than those obligations accrued or earned and vested (if applicable) by the Executive as of the Date of Termination, including for payment of this purpose, all Accrued Obligations and the timely payment or provision of Other BenefitsObligations. All such Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled after the Disability

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment PeriodDisability, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other BenefitsObligations. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment PeriodPeriod (either prior or subsequent to a Change in Control), this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 thirty (30) days of the Date of Termination) and (ii) the timely payment or provision of Other Benefits including Disability benefits pursuant to the terms of any plan, policy or arrangement of the Company.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's Disability during the Employment Period’s Disability, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive or the Executive’s legal representative in a lump sum in cash cash, subject to Section 11 below, within 30 thirty (30) days of following the Date of Termination.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment PeriodTerm, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 90 days of the Date of Termination.) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans. (e)

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment PeriodDisability, this Agreement shall terminate without further obligations to the Executive, other than for payment those disability benefits provided by the Company to which Executive is entitled as of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations Disability Effective Date, which benefits shall be paid at least comparable to those in effect at any time during the ninety- day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's designees, as in a lump sum in cash within 30 days effect on the date of the Date of Termination.Executive's Disability with respect to other key executives and their designees. (d)

Disability. If the Executive's ’s employment is terminated by reason of the Executive's Disability during the Employment Period’s Disability, this Agreement shall terminate without further obligations to the Executive, other than for payment those disability benefits provided by the Company to which Executive is entitled as of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations Disability Effective Date, which benefits shall be paid at least comparable to those in effect at any time during the ninety-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s designees, as in a lump sum in cash within 30 days effect on the date of the Date of TerminationExecutive’s Disability with respect to other key executives and their designees.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment PeriodPeriod (either prior or subsequent to a Triggering Transaction), this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations as defined in Section 4.1 (a» which shall be paid to the Executive in a lump sum in cash within 30 thirty (30) days of the Date of Termination).

Disability. If the Executive's Executive `s employment is terminated by reason of the Executive's Disability during the Employment PeriodTerm, this Agreement (other than the provisions of Sections 9, 10 and 13) shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's employment is terminated by reason of ---------- the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination) and the timely payment or provision of the Welfare Benefit Continuation and Other Benefits.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment PeriodTerm, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days on the same dates as if employment was not terminated by reason of Disability. The Welfare Benefits and Fringe Benefits shall continue through the Date of TerminationWelfare Protection Period.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment Period, this Agreement shall terminate without further obligations under the Agreement to the Executive, other than except for payment of all Accrued Obligations and the timely payment or provision of Other BenefitsObligations. All Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of after the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment PeriodDisability, this Agreement shall will terminate without further obligations to the Executive, other than for payment those obligations accrued or earned and vested (if applicable) by the Executive as of the Termination Date, including without limitation Accrued Obligations. All such Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall will be paid to the Executive in a lump sum in cash within 30 ten (10) business days of the Date of TerminationTermination Date, or in such other form as may be provided for pursuant to such plans.

Disability. If the Executive's employment is terminated by ---------- reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.the

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment PeriodDisability, this Agreement shall terminate without further obligations to the Executive, other than for payment those disability benefits provided by the Company to which Executive is entitled as of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations Disability Effective Date, which benefits shall be paid at least comparable to those in effect at any time during the ninety-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's designees, as in a lump sum in cash within 30 days effect on the date of the Date of TerminationExecutive's Disability with respect to other similarly positioned executives and their designees.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of (i) Accrued Obligations and Obligations, (ii) the timely payment or provision of Other BenefitsBenefits and (iii) such other payments as are specifically provided for hereunder. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.of

Disability. If the Executive's ’s employment is shall be terminated during the Employment Period by reason of the Executive's Disability during the Employment Period’s Disability, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid obligation to the Executive in a lump sum in cash within 30 days of other than the obligation to pay any compensation or benefits that have been earned but not paid on the Date of Termination, and any post-termination benefits or disability benefits that are provided under the Company’s normal benefit plans and policies.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment PeriodTerm, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 ninety (90) days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall will terminate without further obligations to the Executive, other than for payment of the Accrued Obligations. All Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall which are payable will be paid to the Executive in a lump sum in cash within 30 ten (10) business days of the Date of TerminationTermination Date, or in such other form as may be provided for pursuant to the applicable plans and agreements.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment PeriodTerm, this Agreement the Company shall terminate without have no further payment obligations to the ExecutiveExecutive or his legal representatives, other than for payment of of: (1) the Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations Obligations, which shall be paid to the Executive payable in a lump sum in cash within 30 thirty (30) days of after the Date of TerminationTermination (or such earlier date as required by applicable law); and (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Retention Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations Obligations, and the timely payment or provision of Other Benefits. In addition, the Restricted Stock and Options shall vest immediately, and the Executive shall be paid a lump sum cash payment equal to the Executive's Annual Base Salary. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (as defined in Section 4.1(a)) (which shall be paid to the Executive in a lump sum in cash within 30 five (5) days of the Date of Termination) and (ii) the timely payment or provision of Other Benefits (as defined in Section 4.1(d)) including disability benefits pursuant to the terms of any plan, policy or arrangement of Health Financial.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. In addition, the Option and the Restricted Stock shall vest immediately. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this

Disability. If the Executive's employment is terminated by reason ---------- of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations Base Severance Amount (which shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination) and the timely payment or provision of the Welfare Benefit Continuation and Other Benefits.

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment Period, this Agreement shall terminate without further obligations under the Agreement to the Executive, other than except for payment of all Accrued Obligations and the timely payment or provision of Other BenefitsObligations. All Accrued Obligations shall be paid to the Executive Executive, at the option of the Company, either (x) in a lump sum in cash within 30 days after the Date of Termination, or (y) in 12 equal consecutive monthly installments, with the first installment to be paid within 30 days after the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations any accrued obligations to the Executive, payment of a pro rata portion of the Executive's annual cash bonus for the year of the Executive's Disability, and a release of the timely payment shares of FCN Common Stock or provision of Other BenefitsCollateral subject to the Pledge Agreement. Accrued Obligations Any such accrued obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Disability. If the Executive's employment is shall be terminated by reason of the Executive's Disability during the Employment PeriodDisability, this Agreement shall terminate without further obligations obligation to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefitsthe Welfare Benefit Continuation. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 thirty (30) days of the Date of Termination.. The

Disability. If the Executive's ’s employment is terminated by reason of the Executive's ’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 75 days of following the Date of Termination.

Disability. If the Executive's ’s employment is shall be terminated by reason of the Executive's ’s Disability during the Employment Period, this Agreement shall terminate without further obligations obligation to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other BenefitsObligations. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 thirty days of after the Date of Termination.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Effective Period, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of the Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 thirty (30) days of the Date of Termination.) and (ii) the timely payment or provision of the Welfare Benefit Continuation and Other Benefits. (d)

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(c) shall include, and the Executive shall be entitled after the