Common use of Illness, Incapacity or Death During Employment Clause in Contracts

Illness, Incapacity or Death During Employment. (a) If the Employee is unable to perform his services by reason of illness or incapacity resulting in a failure to discharge his duties under this Employment Agreement for six (6) or more consecutive months or for 180 days in any 365-day period, then upon three (3) days notice, BTFHC may terminate the employment of Employee under this Employment Agreement and Employee, upon such termination, shall be (i) paid his Base Salary on a pro-rata basis to the date of termination through the three (3) day notice period; plus (ii) any previously declared but unpaid bonuses; plus (iii) reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC through and including such three (3) day notice period; plus (iv) any other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plan. In the event of such termination, the Employee shall have the right, at his option, to the assignment of any and all insurance policies or health protection plans if said policies and plans permit assignment out of the group to the Employee. (b) In the event that BTFHC elects to terminate this Employment Agreement pursuant to Section 7(a) by reason of illness or incapacity, then Employee shall be entitled to the long-term disability (LTD) benefits provided to senior officers by BTFHC but in any event at no less than sixty percent (60%) of Base Salary as of the date of termination, without reference to set-off or caps existing in any LTD plan. (c) In the event of Employee's death, all obligations of BTFHC under this Employment Agreement shall terminate other than the payment of that portion of his Base Salary on a pro-rata basis accrued to the date of death, any previously declared but unpaid bonuses, plus reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC prior to and including such date.

Illness, Incapacity or Death During Employment. (a) If the Employee is unable to perform his services by reason of illness or incapacity resulting in a failure to discharge his duties under this Employment Agreement for six (6) or more consecutive months or for 180 days in any 365-day periodmonths, then upon three (3) days notice, BTFHC may terminate the employment of Employee under this Employment Agreement and Employee, upon such termination, shall be (i) paid his Base Salary on a pro-rata basis to the date of termination through the three (3) day notice period; plus (ii) any previously declared but unpaid bonuses; plus (iii) reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC through and including such three (3) day notice period; plus (iv) any other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plan. In the event of such termination, the Employee shall have the right, at his option, to the assignment of any and all insurance policies or health protection plans if said policies and plans permit assignment out of the group to the Employee. (b) In the event that BTFHC elects to terminate this Employment Agreement pursuant to Section 7(a) by reason of illness or incapacity, then Employee shall be entitled to the long-term disability (LTD) benefits provided to senior officers by BTFHC but in any event at no less than sixty percent (60%) of Base Salary as of the date of termination, without reference to set-off or caps existing in any LTD plan. (c) In the event of Employee's death, all obligations of BTFHC under this Employment Agreement shall terminate other than the payment of that portion of his Base Salary on a pro-rata basis accrued to the date of death, any previously declared but unpaid bonuses, plus reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC prior to and including such date.

Illness, Incapacity or Death During Employment. (a) If the Employee is unable to perform his services by reason of illness or incapacity resulting in a failure to discharge his duties under this Employment Agreement for six (6) or more consecutive months or for 180 days in any 365-day periodmonths, then upon three (3) days notice, BTFHC Employer may terminate the employment of Employee under this Employment Agreement and Employee, upon Agreement. Upon such termination, Employee shall be paid the following amounts: (i) paid his Base Salary on a pro-rata basis to the date of termination (through and including the three (3) day notice period); plus (ii) any previously declared but unpaid bonuses; plus (iii) reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC Employer through and including such three (3) day notice period; plus (iv) any other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHCEmployer, in the amount and to the extent determined under the terms and conditions of any such plan. In the event of such termination, the Employee shall have the right, at his optionelection, to the assignment of any and all insurance policies or health protection plans if said policies and plans permit assignment out of the group to the Employee. (b) In the event that BTFHC Employer elects to terminate this Employment Agreement pursuant to Section 7(a) by reason of illness or incapacity, then in addition to any payments or benefits which Employee is then entitled to receive under Section 7(a), Employee shall be entitled to the all long-term disability ("LTD") benefits as then provided to senior officers by BTFHC of Employer (including, without limitation, LTD benefits for the same time period, and in the same dollar amount or percentage of Base Salary, as then provided to senior officers of Employer), but in any event at no less than sixty percent (60%) of Base Salary as of the date of termination, without reference to set-off to, or reduction for, setoffs or caps existing in any LTD plan. (c) In the event of Employee's death, all obligations of BTFHC Employer under this Employment Agreement shall terminate other than terminate; provided, however, that Employee's estate shall be paid the payment of that portion of following amounts: (i) his Base Salary on a pro-rata basis accrued to the date of death, ; plus (ii) any previously declared but unpaid bonuses, plus ; plus (iii) reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC Employer prior to and including such date; plus (iv) any other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan, death benefit plan or similar arrangement then maintained by Employer, in the amount and to the extent determined under the terms and conditions of any such plan.

Illness, Incapacity or Death During Employment. (a) If by reason of illness, injury or incapacity, the Employee is unable unable, despite reasonable accommodation, to perform his services by reason of illness or incapacity resulting in a failure to discharge his duties under this Employment Agreement hereunder on a full time basis for six ninety (690) or more consecutive months days or for 180 one hundred twenty (120) days in the aggregate during any 365-day periodtwelve (12) month period (or any such longer periods as may be required by law), then upon three (3) days notice, BTFHC the Company may terminate the employment of the Employee by written notice to Employee, and, thereupon, all obligations of the Company to provide compensation and benefits under this Employment Agreement and Employeeshall cease, upon such termination, shall be other than (i) paid his Base Salary on a pro-rata basis the payment of that portion of the base salary earned by the Employee to the date of termination through the three (3) day notice periodtermination; plus (ii) any previously declared then accrued but unpaid bonusesbonus amount for any prior fiscal years; plus (iii) a prorated bonus amount for the fiscal year in which the termination occurs (which bonus amount shall be determined by first annualizing the bonus amount previously accrued by the Company for such fiscal year and then prorating the annualized amount based on the portion of the year actually worked by the Employee through the termination date); and (iv) reimbursement of all pre-approved expenses that were reasonably incurred by the Employee in performing his responsibilities and duties for BTFHC through the Company prior to and including such three (3) day notice period; plus (iv) any other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plan. In the event of such termination, the Employee shall have the right, at his option, to the assignment of any and all insurance policies or health protection plans if said policies and plans permit assignment out of the group to the Employeedate. (b) In the event that BTFHC elects to terminate this Employment Agreement pursuant to Section 7(a) by reason of illness or incapacity, then Employee shall be entitled to the long-term disability (LTD) benefits provided to senior officers by BTFHC but in any event at no less than sixty percent (60%) of Base Salary as of the date of termination, without reference to set-off or caps existing in any LTD plan. (c) In the event of Employee's ’s death, all obligations of BTFHC the Company to provide compensation and benefits under this Employment Agreement shall terminate cease, other than (i) the payment of that portion of his Base Salary on a pro-rata basis accrued the base salary earned by the Employee to the date of death, ; (ii) any previously declared then accrued but unpaid bonuses, plus bonus amount for any prior fiscal years; (iii) a prorated bonus amount for the fiscal year in which the death occurs (which bonus amount shall be determined by first annualizing the bonus amount previously accrued by the Company for such fiscal year and then prorating the annualized amount based on the portion of the year actually worked by the Employee through the termination date); and (iv) reimbursement of all pre-approved expenses that were reasonably incurred by the Employee in performing his responsibilities and duties for BTFHC the Company prior to and including such date. (c) This Section 5 shall not limit the entitlement of Employee, his estate or beneficiaries to any disability or other benefits available to Employee under any disability insurance or other benefits plan or policy maintained by the Company for Employee’s benefit.

Illness, Incapacity or Death During Employment. (a) A. If the Employee Executive is unable to perform his services hereunder by reason of illness or incapacity resulting in a failure to discharge his her duties under this Employment Agreement as determined by the Company in the manner described in Paragraph 5(A) of the Company's form of Change of Control Agreement applicable to Executive, for six (6) or more consecutive months or for 180 days in any 365-day periodmonths, then upon three (3) 30 days notice, BTFHC the Company may terminate the employment of Employee Executive and the Term under this Employment Agreement Agreement, and Employee, upon such termination, termination Executive shall be paid (i) paid his her Base Salary on a pro-rata basis to the date of termination through the three 30-day period; (3ii) an amount equal to her prior year's Annual Bonus on a pro-rata basis to the date of termination through the 30-day notice period; plus (ii) any previously declared but unpaid bonuses; plus (iii) reimbursement of all expenses reasonably incurred by Employee Executive in performing his her responsibilities and duties for BTFHC through the Company prior to and including such three (3) day notice perioddate; plus and (iv) any applicable insurance and other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plangroup benefits proceeds. In the event of such termination, the Employee termination pursuant to 7(A), (1) Executive shall have the right, at his option, right to the assignment of any and all of the Company group insurance policies or health protection plans if said and to the extent that such policies and plans permit assignment out of the group to the Employee.individual Executive, and (b2) In the event that BTFHC elects to terminate this Employment Agreement pursuant to Section 7(a) by reason of illness or incapacity, then Employee Executive shall be entitled to a salary continuation benefit equal to 60% of her Base Salary, reduced by the long-term disability value of any salary continuation received (LTDwhether in lump sum or periodically) under the Company's Long Term Disability Plan or any other applicable insurance or other group benefits provided by the Company. This salary continuation benefit shall be payable for the same period as benefits would be provided to a similarly situated senior officers by BTFHC but in any event at no less than sixty percent (60%) of Base Salary as officer of the date of termination, without reference to set-off or caps existing in any LTD planCompany under the Plan. (c) B. In the event of EmployeeExecutive's death, all obligations of BTFHC under this Employment Agreement shall terminate other than automatically terminate; provided that the payment of that portion of his Company shall pay to the Executive's estate (i) her Base Salary on a pro-rata basis accrued to the date of death, any previously declared but unpaid bonuses, plus ; (ii) an amount equal to her prior year's Annual Bonus on a pro-rata basis to the date of death; (iii) reimbursement of all expenses reasonably incurred by Employee Executive in performing his her responsibilities and duties for BTFHC the Company prior to and including such date; and (iii) applicable insurance and other group benefits proceeds.

Illness, Incapacity or Death During Employment. (a) If by reason of illness, injury or incapacity, the Employee is unable unable, despite reasonable accommodation, to perform his services by reason of illness or incapacity resulting in duties hereunder on a failure to discharge his duties under this Employment Agreement full-time basis for six (6) 120 or more consecutive months days or for 180 days in the aggregate during any 36512-day periodmonth period (or any such longer periods as may be required by law) (“Disabled”), then upon three ten days prior written notice by the Company to the Employee (3) days noticeor his representative, BTFHC if applicable), the Company may terminate the employment of the Employee, and, thereupon, the Employee will be entitled to receive an amount equal to one half of the Employee’s then current monthly Base Salary, paid in equal monthly installments, for a period of twelve months following the date of such termination (collectively, the “Disability Payment”). Notwithstanding the foregoing, if the Company maintains a long term disability insurance policy for the benefit of the Employee and the Employee qualifies for the payments under such policy, the Company shall be obligated to pay to the Employee only the difference, if any, between the Disability Payment and the aggregate amount of all payments under such policy. (b) In the event of the Employee’s death, all obligations of the Company under this Employment Agreement and shall terminate, other than the Employee, upon such termination, shall be (i) paid his ’s rights with respect to the payment of that portion of the Base Salary on a pro-rata basis earned by the Employee to the date of termination death, plus an amount equal to the Employee’s then current Monthly Payment, paid monthly, for a period of three months following the date of such termination, plus a pro rata share (through the three date of death) of any annual incentive bonus due Employee (3) day notice period; based on the year ending immediately subsequent to the date of death), plus (ii) any previously declared but unpaid bonuses; plus (iii) reimbursement of all expenses reasonably that were properly incurred in accordance with subsection (d) of Section 3 by the Employee in performing his responsibilities and duties for BTFHC through and including such three (3) day notice period; plus (iv) any other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plan. In the event of such termination, the Employee shall have the right, at his option, to the assignment of any and all insurance policies or health protection plans if said policies and plans permit assignment out of the group to the Employee. (b) In the event that BTFHC elects to terminate this Employment Agreement pursuant to Section 7(a) by reason of illness or incapacity, then Employee shall be entitled to the long-term disability (LTD) benefits provided to senior officers by BTFHC but in any event at no less than sixty percent (60%) of Base Salary as of the date of termination, without reference to set-off or caps existing in any LTD plan. (c) In the event of Employee's death, all obligations of BTFHC under this Employment Agreement shall terminate other than the payment of that portion of his Base Salary on a pro-rata basis accrued to the date of death, any previously declared but unpaid bonuses, plus reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC Company prior to and including such date.

Illness, Incapacity or Death During Employment. (a) If the Employee is unable to perform his services by reason of illness or incapacity resulting in a failure to discharge his duties under this Employment Agreement for six (6) or more consecutive months or for 180 days in any 365-day period, then upon three (3) days notice, BTFHC may terminate the employment of Employee under this Employment Agreement and Employee, upon such termination, shall be (i) paid his Base Salary on a pro-rata basis to the date of termination through the three (3) day notice period; plus (ii) any previously declared but unpaid bonuses; plus (iii) reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC through and including such three (3) day notice period; plus (iv) any other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plan. In the event of such termination, the Employee shall have the right, at his option, to the assignment of any and all insurance policies or health protection plans if said policies and plans permit assignment out of the group to the Employee. (b) In the event that BTFHC elects to terminate this Employment Agreement pursuant to Section 7(a) by reason of illness or incapacity, then Employee shall be entitled to the long-term disability (LTD) benefits provided to senior officers by BTFHC but in any event at no less than sixty percent (60%) of Base Salary as of the date of termination, without reference to set-off or caps existing in any LTD plan. (c) In the event of Employee's ’s death, all obligations of BTFHC under this Employment Agreement shall terminate other than the payment of that portion of his Base Salary on a pro-rata basis accrued to the date of death, any previously declared but unpaid bonuses, plus reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC prior to and including such date.

Illness, Incapacity or Death During Employment. (a) If the Employee is unable to perform his services by reason of illness or incapacity resulting in a failure to discharge his duties under this Employment Agreement for six (6) or more consecutive months or for 180 days in any 365-day periodmonths, then upon three (3) days notice, BTFHC Employer may terminate the employment of Employee under this Employment Agreement and Employee, upon such termination, shall be (i) paid his Base Salary on a pro-rata basis to the date of termination through the three (3) day notice period; plus (ii) any previously declared but unpaid bonuses; plus (iii) reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC through and including such three (3) day notice period; plus (iv) any other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plan. In the event of such termination, the Employee shall have the right, at his option, right to the assignment of any and all insurance policies or health protection plans if said policies and plans permit assignment out of the group to the individual Employee. (b) In the event that BTFHC Employer elects to terminate this Employment Agreement pursuant to Section 7(a) by reason of illness or incapacity, then Employee shall be entitled to the greater of long-term disability (LTD) benefits provided to senior officers by BTFHC Employer but in any event at no less than sixty percent (60%) of Base Salary as of the date of termination, without reference to set-off or caps existing in any LTD plan. The benefit that the employee shall receive from this LTD plan shall be off-set by any benefits obtained through Social Security, Medicare, and/or Medicaid. (c) In the event of Employee's death, all obligations of BTFHC Employer under this Employment Agreement shall terminate other than the payment of that portion of his Base Salary on a pro-rata basis accrued to the date of death, any previously declared but unpaid bonuses, plus reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC Employer prior to and including such date.

Illness, Incapacity or Death During Employment. (a) If by reason of illness, injury or incapacity, the Employee is unable unable, despite reasonable accommodation, to perform his services by reason of illness or incapacity resulting in duties hereunder on a failure to discharge his duties under this Employment Agreement full-time basis for six (6) 120 or more consecutive months days or for 180 days in the aggregate during any 36512-day periodmonth period (or any such longer periods as may be required by law) (“Disabled”), then upon three ten days prior written notice by the Company to the Employee (3) days noticeor his representative, BTFHC if applicable), the Company may terminate the employment of the Employee, and, thereupon, the Employee will be entitled to receive an amount equal to one half of the Employee’s then current monthly Base Salary, paid in equal monthly installments, for a period of twelve months following the date of such termination (collectively, the “Disability Payment”). Notwithstanding the foregoing, if the Company maintains a long term disability insurance policy for the benefit of the Employee and the Employee qualifies for the payments under such policy, the Company shall be obligated to pay to the Employee only the difference, if any, between the Disability Payment and the aggregate amount of all payments under such policy. (b) In the event of the Employee’s death, all obligations of the Company under this Employment Agreement and shall terminate, other than the Employee, upon such termination, shall be (i) paid his ’s rights with respect to the payment of that portion of the Base Salary on a pro-rata basis earned by the Employee to the date of termination death, plus an amount equal to the Consultant’s then current Monthly Payment, paid monthly, for a period of three months following the date of such termination, plus a pro rata share (through the three date of death) of any annual incentive bonus due Employee (3) day notice period; based on the year ending immediately subsequent to the date of death), plus (ii) any previously declared but unpaid bonuses; plus (iii) reimbursement of all expenses reasonably that were properly incurred in accordance with subsection (d) of Section 3 by the Employee in performing his responsibilities and duties for BTFHC through and including such three (3) day notice period; plus (iv) any other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plan. In the event of such termination, the Employee shall have the right, at his option, to the assignment of any and all insurance policies or health protection plans if said policies and plans permit assignment out of the group to the Employee. (b) In the event that BTFHC elects to terminate this Employment Agreement pursuant to Section 7(a) by reason of illness or incapacity, then Employee shall be entitled to the long-term disability (LTD) benefits provided to senior officers by BTFHC but in any event at no less than sixty percent (60%) of Base Salary as of the date of termination, without reference to set-off or caps existing in any LTD plan. (c) In the event of Employee's death, all obligations of BTFHC under this Employment Agreement shall terminate other than the payment of that portion of his Base Salary on a pro-rata basis accrued to the date of death, any previously declared but unpaid bonuses, plus reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC Company prior to and including such date.

Illness, Incapacity or Death During Employment. (a) A. If the Employee is unable to perform his services hereunder by reason of illness or incapacity resulting in a failure to discharge his duties under this Employment Agreement for six (6) or more consecutive months or for 180 days in any 365-day periodmonths, then upon three thirty (330) days notice, BTFHC Employer may terminate the employment of Employee under this Employment Agreement Agreement, and Employee, upon such termination, termination Employee shall be paid (i) paid his Base Salary on a pro-rata basis to the date of termination through the three thirty (330) day notice period; plus , and (ii) an amount equal to his prior year's bonus on a pro-rata basis to the date of termination through the thirty (30) day notice period. (1) In the event of such termination, Employee shall have the right to the assignment of any previously declared but and all Employer group insurance policies or health protection plans if and to the extent that such policies and plans permit assignment out of the group to the individual Employee. (2) In the event that Employer elects to terminate this Agreement by reason of Employee's illness or incapacity, then Employee shall be entitled to all Long Term Disability ("LTD") benefits provided to senior officers of Employer. The benefit amount to which Employee shall be entitled hereunder shall be 60% of his Base Salary as of the date of termination, without reference to set-offs or caps existing in any LTD plan. B. In the event of Employee's death, all obligations of Employer under this Agreement shall terminate other than the payment of (i) any unpaid bonuses; plus portion of Employee's Base Salary on a pro-rata basis accrued to the date of death, (iiiii) reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC through Employer prior to and including such three date, (3iii) day notice period; plus applicable insurance and other group benefits proceeds, and (iv) any other payment or benefit which Employee is then entitled an amount equal to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plan. In the event of such termination, the Employee shall have the right, at his option, to the assignment of any and all insurance policies or health protection plans if said policies and plans permit assignment out of the group to the Employee. (b) In the event that BTFHC elects to terminate this Employment Agreement pursuant to Section 7(a) by reason of illness or incapacity, then Employee shall be entitled to the long-term disability (LTD) benefits provided to senior officers by BTFHC but in any event at no less than sixty percent (60%) of Base Salary as of the date of termination, without reference to set-off or caps existing in any LTD plan. (c) In the event of Employeeprior year's death, all obligations of BTFHC under this Employment Agreement shall terminate other than the payment of that portion of his Base Salary bonus on a pro-rata basis accrued to the date of deathtermination. C. If Employee's employment hereunder is terminated by reason of his illness or incapacity as provided in A immediately above or his death as provided in B immediately above, any previously declared but unpaid bonusesthen Employee or his personal representative(s), plus reimbursement as applicable, shall have the right to exercise the option for 125,000 shares of all expenses reasonably incurred by Employee Employer's common stock on the applicable anniversary date for the year in performing his responsibilities and duties for BTFHC prior to and including such datewhich the employment was terminated, as otherwise provided in paragraph 4B hereof.

Illness, Incapacity or Death During Employment. (a) A. If the Employee Executive is unable to perform his services hereunder by reason of illness or incapacity resulting in a failure to discharge his duties under this Employment Agreement as determined by the Company in the manner described in paragraph 5A of the Company's form of Change of Control Agreement applicable to Executive, for six (6) or more consecutive months or for 180 days in any 365-day periodmonths, then upon three (3) 30 days notice, BTFHC the Company may terminate the employment of Employee Executive and the Term under this Employment Agreement Agreement, and Employee, upon such termination, termination Executive shall be paid (i) paid his Base Salary on a pro-rata basis to the date of termination through the three 30-day period; (3ii) an amount equal to his prior year's Annual Bonus on a pro-rata basis to the date of termination through the 30-day notice period; plus (ii) any previously declared but unpaid bonuses; plus (iii) reimbursement of all expenses reasonably incurred by Employee Executive in performing his responsibilities and duties for BTFHC through the Company prior to and including such three (3) day notice perioddate; plus and (iv) any applicable insurance and other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plangroup benefits proceeds. In the event of such termination, the Employee termination pursuant to this paragraph 7(A), (1) Executive shall have the right, at his option, right to the assignment of any and all of the Company group insurance policies or health protection plans if said and to the extent that such policies and plans permit assignment out of the group to the Employee.individual Executive, and (b2) In the event that BTFHC elects to terminate this Employment Agreement pursuant to Section 7(a) by reason of illness or incapacity, then Employee Executive shall be entitled to a salary continuation benefit equal to 60% of his Base Salary, reduced by the long-term disability value of any salary continuation received (LTDwhether in lump sum or periodically) under the Company's Long Term Disability Plan or any other applicable insurance or other group benefits provided by the Company. This salary continuation benefit shall be payable for the same period as benefits would be provided to a similarly situated senior officers by BTFHC but in any event at no less than sixty percent (60%) of Base Salary as officer of the date of termination, without reference to set-off or caps existing in any LTD planCompany under the Plan. (c) B. In the event of EmployeeExecutive's death, all obligations of BTFHC under this Employment Agreement shall terminate other than automatically terminate; provided that the payment of that portion of Company shall pay to the Executive's estate (i) his Base Salary on a pro-rata basis accrued to the date of death, any previously declared but unpaid bonuses, plus ; (ii) an amount equal to his prior year's Annual Bonus on a pro-rata basis to the date of death; (iii) reimbursement of all expenses reasonably incurred by Employee Executive in performing his responsibilities and duties for BTFHC the Company prior to and including such date; and (iv) applicable insurance and other group benefits proceeds.

Illness, Incapacity or Death During Employment. (a) A. If the Employee Executive is unable to perform his services hereunder by reason of illness or incapacity resulting in a failure to discharge his duties under this Employment Agreement for six (6) or more consecutive months or for 180 days in any 365-day periodmonths, then upon three (3) 30 days notice, BTFHC the Company may terminate the employment of Employee Executive and the Term under this Employment Agreement Agreement, and Employee, upon such termination, termination Executive shall be paid (i) paid his Base Salary on a pro-rata basis to the date of termination through the three 30-day period; (3ii) an amount equal to his prior year's Annual Bonus on a pro-rata basis to the date of termination through the 30-day notice period; plus (ii) any previously declared but unpaid bonuses; plus (iii) reimbursement of all expenses reasonably incurred by Employee Executive in performing his responsibilities and duties for BTFHC through the Company prior to and including such three (3) day notice perioddate; plus and (iv) any applicable insurance and other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plangroup benefits proceeds. In the event of such termination, the Employee termination pursuant to this paragraph 7(A), (1) Executive shall have the right, at his option, right to the assignment of any and all of the Company group insurance policies or health protection plans if said and to the extent that such policies and plans permit assignment out of the group to the Employee.individual Executive, and (b2) In the event that BTFHC elects to terminate this Employment Agreement pursuant to Section 7(a) by reason of illness or incapacity, then Employee Executive shall be entitled to a salary continuation benefit equal to 60% of his Base Salary, reduced by the long-term disability value of any salary continuation received (LTDwhether in lump sum or periodically) under the Company's Long Term Disability Plan or any other applicable insurance or other group benefits provided by the Company. This salary continuation benefit shall be payable for the same period as benefits would be provided to a similarly situated senior officers by BTFHC but in any event at no less than sixty percent (60%) of Base Salary as officer of the date of termination, without reference to set-off or caps existing in any LTD planCompany under the Plan. (c) B. In the event of EmployeeExecutive's death, all obligations of BTFHC under this Employment Agreement shall terminate other than automatically terminate; provided that the payment of that portion of Company shall pay to the Executive's estate (i) his Base Salary on a pro-rata basis accrued to the date of death, any previously declared but unpaid bonuses, plus ; (ii) an amount equal to the lesser of his prior year's Annual Bonus or the current year's target bonus at the then applicable rate of achievement on a pro-rata basis to the date of death; (iii) reimbursement of all expenses reasonably incurred by Employee Executive in performing his responsibilities and duties for BTFHC the Company prior to and including such date; and (iii) applicable insurance and other group benefits proceeds.

Illness, Incapacity or Death During Employment. (a) A. If the Employee Executive is unable to perform his services hereunder by reason of illness or incapacity resulting in a failure to discharge his duties under this Employment Agreement as determined by the Company in the manner described in Paragraph 5(A) of the Company's form of Change of Control Agreement applicable to Executive, for six (6) or more consecutive months or for 180 days in any 365-day periodmonths, then upon three (3) 30 days notice, BTFHC the Company may terminate the employment of Employee Executive and the Term under this Employment Agreement Agreement, and Employee, upon such termination, termination Executive shall be paid (i) paid his Base Salary on a pro-rata basis to the date of termination through the three 30-day period; (3ii) an amount equal to his prior year's Annual Bonus on a pro-rata basis to the date of termination through the 30-day notice period; plus (ii) any previously declared but unpaid bonuses; plus (iii) reimbursement of all expenses reasonably incurred by Employee Executive in performing his responsibilities and duties for BTFHC through the Company prior to and including such three (3) day notice perioddate; plus and (iv) any applicable insurance and other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plangroup benefits proceeds. In the event of such termination, the Employee termination pursuant to 7(A), (1) Executive shall have the right, at his option, right to the assignment of any and all of the Company group insurance policies or health protection plans if said and to the extent that such policies and plans permit assignment out of the group to the Employee.individual Executive, and (b2) In the event that BTFHC elects to terminate this Employment Agreement pursuant to Section 7(a) by reason of illness or incapacity, then Employee Executive shall be entitled to a salary continuation benefit equal to 60% of his Base Salary through age 65, reduced by the long-term disability value of any salary continuation received (LTDwhether in lump sum or periodically) under the Company's Long Term Disability Plan or any other applicable insurance or other group benefits provided to senior officers by BTFHC but in any event at no less than sixty percent (60%) of Base Salary as of the date of termination, without reference to set-off or caps existing in any LTD planCompany. (c) B. In the event of EmployeeExecutive's death, all obligations of BTFHC under this Employment Agreement shall terminate other than automatically terminate; provided that the payment of that portion of Company shall pay to the Executive's estate (i) his Base Salary on a pro-rata basis accrued to the date of death, any previously declared but unpaid bonuses, plus ; (ii) an amount equal to his prior year's Annual Bonus on a pro-rata basis to the date of death; (iii) reimbursement of all expenses reasonably incurred by Employee Executive in performing his responsibilities and duties for BTFHC the Company prior to and including such date; and (iii) applicable insurance and other group benefits proceeds. C. If Executive's employment hereunder is terminated by reason of his illness or incapacity as provided in A immediately above, or his death as provided in B immediately above, then all remaining unvested options granted to Executive under the Prior Agreement, together with the portion of any options granted pursuant Paragraph 3D that would otherwise have become vested as of the applicable anniversary date for the year in which such termination occurred, shall thereupon become vested. In addition, any unvested stock retention units granted pursuant to Paragraph 3C, including those issued effective upon the date hereof and all future stock retention unit grants, shall become vested.

Illness, Incapacity or Death During Employment. (a) A. If the Employee Executive is unable to perform his services hereunder by reason of illness or incapacity resulting in a failure to discharge his duties under this Employment Agreement as determined by the Company in the manner described in Paragraph 5(A) of the Company's form of Change of Control Agreement applicable to Executive, for six (6) or more consecutive months or for 180 days in any 365-day periodmonths, then upon three (3) 30 days notice, BTFHC the Company may terminate the employment of Employee Executive and the Term under this Employment Agreement Agreement, and Employee, upon such termination, termination Executive shall be paid (i) paid his Base Salary on a pro-rata basis to the date of termination through the three 30-day period; (3ii) an amount equal to his prior year's Annual Bonus on a pro-rata basis to the date of termination through the 30-day notice period; plus (ii) any previously declared but unpaid bonuses; plus (iii) reimbursement of all expenses reasonably incurred by Employee Executive in performing his responsibilities and duties for BTFHC through the Company prior to and including such three (3) day notice perioddate; plus and (iv) any applicable insurance and other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plangroup benefits proceeds. In the event of such termination, the Employee termination pursuant to 7(A), (1) Executive shall have the right, at his option, right to the assignment of any and all of the Company group insurance policies or health protection plans if said and to the extent that such policies and plans permit assignment out of the group to the Employee.individual Executive, and (b2) In the event that BTFHC elects to terminate this Employment Agreement pursuant to Section 7(a) by reason of illness or incapacity, then Employee Executive shall be entitled to a salary continuation benefit equal to 60% of his Base Salary, reduced by the long-term disability value of any salary continuation received (LTDwhether in lump sum or periodically) under the Company's Long Term Disability Plan or any other applicable insurance or other group benefits provided by the Company. This salary continuation benefit shall be payable for the same period as benefits would be provided to a similarly situated senior officers by BTFHC but in any event at no less than sixty percent (60%) of Base Salary as officer of the date of termination, without reference to set-off or caps existing in any LTD planCompany under the Plan. (c) B. In the event of EmployeeExecutive's death, all obligations of BTFHC under this Employment Agreement shall terminate other than automatically terminate; provided that the payment of that portion of Company shall pay to the Executive's estate (i) his Base Salary on a pro-rata basis accrued to the date of death, any previously declared but unpaid bonuses, plus ; (ii) an amount equal to his prior year's Annual Bonus on a pro-rata basis to the date of death; (iii) reimbursement of all expenses reasonably incurred by Employee Executive in performing his responsibilities and duties for BTFHC the Company prior to and including such date; and (iii) applicable insurance and other group benefits proceeds.

Illness, Incapacity or Death During Employment. (a) A. If the Employee is unable to perform his services hereunder by reason of illness or incapacity resulting in a failure to discharge his duties under this Employment Agreement for six (6) or more consecutive months or for 180 days in any 365-day periodmonths, then upon three thirty (330) days notice, BTFHC Employer may terminate the employment of Employee under this Employment Agreement Agreement, and Employee, upon such termination, termination Employee shall be paid (i) paid his Base Salary on a pro-rata basis to the date of termination through the three thirty (330) day notice period; plus , and (ii) an amount equal to his prior year's bonus on a pro-rata basis to the date of termination through the thirty (30) day notice period. (1) In the event of such termination, Employee shall have the right to the assignment of any previously declared but and all Employer group insurance policies or health protection plans if and to the extent that such policies and plans permit assignment out of the group to the individual Employee. (2) In the event that Employer elects to terminate this Agreement by reason of Employee's illness or incapacity, then Employee shall be entitled to all Long Term Disability ("LTD") benefits provided to senior officers of Employer. The benefit amount to which Employee shall be entitled hereunder shall be 60% of his Base Salary as of the date of termination, without reference to set-offs or caps existing in any LTD plan. B. In the event of Employee's death, all obligations of Employer under this Agreement shall terminate other than the payment of (i) any unpaid bonuses; plus portion of Employee's Base Salary on a pro-rata basis accrued to the date of death, (iiiii) reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC through Employer prior to and including such three date, (3iii) day notice period; plus applicable insurance and other group benefits proceeds, and (iv) any other payment or benefit which Employee is then entitled an amount equal to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plan. In the event of such termination, the Employee shall have the right, at his option, to the assignment of any and all insurance policies or health protection plans if said policies and plans permit assignment out of the group to the Employee. (b) In the event that BTFHC elects to terminate this Employment Agreement pursuant to Section 7(a) by reason of illness or incapacity, then Employee shall be entitled to the long-term disability (LTD) benefits provided to senior officers by BTFHC but in any event at no less than sixty percent (60%) of Base Salary as of the date of termination, without reference to set-off or caps existing in any LTD plan. (c) In the event of Employeeprior year's death, all obligations of BTFHC under this Employment Agreement shall terminate other than the payment of that portion of his Base Salary bonus on a pro-rata basis accrued to the date of deathtermination. C. If Employee's employment hereunder is terminated by reason of his illness or incapacity as provided in A immediately above or his death as provided in B immediately above, any previously declared but unpaid bonusesthen Employee or his personal representative(s), plus reimbursement as applicable, shall have the right to exercise the option for 125,000 shares of all expenses reasonably incurred by Employee Employer's common stock on the applicable anniversary date for the year in performing his responsibilities and duties for BTFHC prior to and including such date.which the employment was terminated, as otherwise provided in paragraph 4C hereof