Common use of Incapacity Clause in Contracts

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) days during any two hundred seventy (270) day period, the Board, at any time after such disability has continued for sixty (60) consecutive days, may determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first twenty-six (26) weeks of absence in accordance with such program, which will be equal to your salary, and the amount of such benefits will offset any salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following in accordance with the payment provisions set forth in Paragraph 9(d)(iii) and subject to the provisions of Paragraph 9(d)(v): (i) Employer will pay your Accrued Compensation and Benefits; (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable for the greater of three years and the period provided for under the terms of the applicable award agreement, but in no event beyond their normal expiration date; (iv) all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and be settled within ten (10) business days after your termination date; and (v) Employer will continue to provide you with life insurance coverage as set forth in Paragraph 5(b) until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at such employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount set forth in Paragraph 5(b).

Incapacity. In the event you become totally medically disabled at any time during the Employment Term and you will are not expected to be able to substantially perform your duties for at least a six (6) consecutive months or a total of one hundred eighty (180) days during any two hundred seventy (270) day month period, the BoardChairman, at any time after such disability has in fact continued for sixty (60) 60 consecutive days, may determine, provided such determination is made while the disability is still in effect, determine that Employer Viacom requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD Viacom's short-term disability program for the first twenty-six (26) 26 weeks of absence in accordance with such program, which will be equal to your salary, and the amount of such benefits will offset any salary that otherwise would be paid to you pursuant to this Agreementconsecutive absence. Thereafter, you will be eligible to receive benefits under the LTD Viacom's Long-Term Disability ("LTD") program or any supplement thereto, in accordance with its terms. For purposes Upon receipt of this Agreement, benefits under the LTD program you will also be considered entitled to have experienced receive, subject to applicable withholding taxes: (i) a termination Target Bonus prorated for the portion of employment with Employer as of calendar year through the date on which you first become eligible to receive benefits under the LTD program, and until payable at the time that time you shall the Bonus for such calendar year would otherwise be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following in accordance with the payment provisions set forth in Paragraph 9(d)(iii) and subject to the provisions of Paragraph 9(d)(v): (i) Employer will pay your Accrued Compensation and Benefitspaid; (ii) Employer will pay you a prorated Bonus Deferred Compensation for the calendar year in which such benefits commence and Deferred Compensation attributable to prior calendar years, payable, together with the return thereon as provided in paragraph 3(c), prior to January 31 of your termination of employment based on your Target Bonus and the number of calendar days of year following the calendar year in which such year elapsed through the date of your termination of employmentbenefits commence; (iii) all stock options granted to you under the 1997 LTMIP which are exercisable on or prior to the date as of your outstanding unvested options which benefits commence under the LTD program or that would have vested and become exercisable on or before the last day of the Employment Term will vest, and all such options and all of your outstanding options that have previously vested will remain be exercisable for two (2) years after the greater date as of three years and the period provided for under the terms of the applicable award agreementwhich such benefits commence or, if later, until December 31, 2003, but in no event beyond their normal may such stock options be exercised following the expiration date; (ivdate of such stock options; and In the event that you thereafter become able to substantially perform your duties, you will then be entitled to receive from Viacom your Salary and Deferred Compensation at the rate being paid to you immediately prior to the commencement of such disability, and your Bonus calculated pursuant to paragraph 3(b) all hereof, through the remainder of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and be settled within ten (10) business days after your termination date; and (v) Employer will continue to provide reduced by any employment compensation earned by you with life insurance coverage as set forth in Paragraph 5(b) until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at such employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount set forth in Paragraph 5(b)any work or service performed for any other person.

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) 180 days during any two hundred seventy (270) 270 day period, the Board, at any time after such disability has continued for sixty (60) 60 consecutive days, may determine, provided such determination is made while the disability is still in effect, determine that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “"disabled” " within the meaning of such term under Employer’s 's Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first twenty-six (26) 26 weeks of absence in accordance with such programconsecutive absence, which will be equal to your salarySalary, and the amount of such benefits will offset any salary Salary that otherwise would be paid to you your pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following in accordance with the payment provisions set forth in Paragraph 9(d)(iii) and subject to the provisions of Paragraph 9(d)(v):following: (i) Employer will pay your Accrued Compensation and BenefitsBenefits (as defined below in paragraph 10(d)(i)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable for the greater of three years and the period provided for under the terms of the applicable award agreement, but in no event beyond their normal expiration date; (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of performance share units will be considered vested; (v) all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall Matching RSUs will vest and be settled within ten (10) business days as promptly as administratively practicable after your termination date; and (vvi) Employer will continue to provide you with life insurance coverage as set forth in Paragraph 5(bparagraph 6(b) until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at such the employer’s 's expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so long along as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at such the employer’s 's expense, aggregates at least the amount set forth in Paragraph 5(bparagraph 6(b).

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) 180 days during any two hundred seventy (270) 270 day period, the Board, at any time after such disability has continued for sixty (60) 60 consecutive days, may determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first twenty-six (26) 26 weeks of absence in accordance with such program, which will be equal to your salarySalary, and the amount of such benefits will offset any salary Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following in accordance with the payment provisions set forth in Paragraph paragraph 9(d)(iii) and subject to the provisions of Paragraph paragraph 9(d)(v): (i) Employer will pay your Accrued Compensation and BenefitsBenefits (as defined below in paragraph 9(d)(i)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable for the greater of three years and the period provided for under the terms of the applicable award agreement, but in no event beyond their normal expiration date; (iv) all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and be settled within ten (10) business days after your termination date; and (v) Employer will continue to provide you with life insurance coverage as set forth in Paragraph paragraph 5(b) until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at such employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount set forth in Paragraph paragraph 5(b).

Incapacity. In the event If you become totally medically disabled and you will not be able are absent from work due to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) days during any two hundred seventy (270) day period, the Board, at any time after such disability has continued for sixty (60) consecutive days, may determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) programIncapacity, you will first receive benefits under shall notify [POSITION] of the STD program reason for the absence as soon as possible but no later than [TIME] on the first twenty-six (26) weeks day of absence. You shall certify your absence in accordance with such program, our sickness policy which will be equal is available [on the intranet OR from [POSITION]]. Subject to your salary, compliance with this agreement and the amount of such benefits will offset any salary that otherwise would be paid our sickness policy (as amended from time to you pursuant time) [and subject to this Agreement. Thereafterclause 20.4], you will be eligible to shall receive benefits under the LTD program sick pay in accordance with its termsour sickness policy, which may be amended from time to time, and which is available [on the intranet OR from [POSITION]]. For Your qualifying days for SSP purposes of are [Monday] to [Friday]. After you have completed [[NUMBER] month[s’] continuous service OR your probationary period], subject to your compliance with this Agreementagreement [and subject to clause 20.4], you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive your full salary and contractual benefits during any periods of sickness absence up to a maximum of [NUMBER] weeks in any [NUMBER]-week period. Those payments shall be inclusive of any SSP due. Your qualifying days for SSP purposes are [Monday] to [Friday]. After you have completed [[NUMBER] month[s’] continuous service OR your probationary period], subject to your compliance with this agreement and subject to clause 20.4, you shall be entitled to receive contractual sick pay. Contractual sick pay is inclusive of any SSP that may be due for the same period, and is paid on the following basis. Your qualifying days for SSP purposes are [Monday] to [Friday]. Less than one year’s service: [Six] weeks’ full pay [and [six] weeks’ half pay] in any [12]-month period. One to two years’ service: [13] weeks’ full pay [and [13] weeks’ half pay] in any [12]-month period. Two years’ service or more: [26] weeks’ full pay in any 12-month period. [If you have been on long-term sick leave continuously for more than a year you will not qualify for sick pay again until you have returned to work for a total of [NUMBER] weeks.] [Pension contributions will continue as normal while you are paid at the full rate in accordance with clause 20.3. If your pay during any period of Incapacity is reduced or you are paid SSP only, the payment provisions set forth level of contributions in Paragraph 9(d)(iii) and respect of your membership of the [NAME] Pension Scheme may continue, subject to the provisions relevant pension scheme rules in force at the time of Paragraph 9(d)(v): your absence.] You agree to consent to medical examinations (iat our expense) Employer will pay your Accrued Compensation by a doctor nominated by us should we so require. If the Incapacity is or appears to be occasioned by actionable negligence, nuisance or breach of any statutory duty on the part of a third party in respect of which damages are or may be recoverable, you shall immediately notify the Board of that fact and Benefits; (ii) Employer will pay of any claim, settlement or judgment made or awarded in connection with it and all relevant particulars that the Board may reasonably require. You shall if required by [us OR the Board], co-operate in any related legal proceedings and refund to us that part of any damages or compensation recovered by you a prorated Bonus relating to the loss of earnings for the year period of your termination of employment based on your Target Bonus and the number of calendar days Incapacity as the Board may reasonably determine less any costs borne by you in connection with the recovery of such year elapsed through damages or compensation, provided that the date amount to be refunded shall not exceed the total amount paid to you by us in respect of your termination of employment; (iii) all of your outstanding unvested options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable for the greater of three years and the period provided for of Incapacity. Our rights to terminate the Appointment under the terms of the applicable award agreementthis agreement apply even when such termination would or might cause you to forfeit any entitlement to sick pay[, but in no event beyond their normal expiration date; (iv) all of your unvested and outstanding restricted stock and/or restricted stock units and any permanent health insurance] or other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and be settled within ten (10) business days after your termination date; and (v) Employer will continue to provide you with life insurance coverage as set forth in Paragraph 5(b) until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at such employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount set forth in Paragraph 5(b)benefits.

Incapacity. a. In the event you become totally medically disabled are unable to perform the services required of you hereunder as a result of a physical or mental disability and such disability shall continue for a period of ninety (90) or more consecutive days or an aggregate of four (4) or more months during any twelve (12) month period during the term hereof, Studio shall have the right, at its option and subject to applicable state and federal law, to terminate your employment hereunder, and Studio shall only be obligated to pay you (a) 50% of the specified Base Salary for the remainder of the then current Employment Term, but not to exceed two (2) years, and (b) any additional compensation (including, without limitation, any grants of equity-based compensation made to you on or prior to the date of termination (it being understood you will not be able entitled to substantially perform receive any grants of equity-based compensation thereafter) as determined pursuant to Paragraph 9.b below, car allowance which has accrued prior to your duties termination, and expense reimbursement for at least six expenses incurred prior to your termination) earned by you prior to the termination of your employment. Notwithstanding the foregoing sentence, you further will be entitled to continuation of medical, dental, life insurance, disability, car allowance and financial counseling benefits (6collectively, the “Continued Benefits”) consecutive for a period of twelve (12) months after termination of your employment pursuant to this paragraph (but not to exceed the end of the then current Employment Term). With respect to any Continued Benefits for which you may become eligible under this Paragraph 9.b or a total of one hundred eighty (180) days otherwise under this Agreement, if requested by the Company during any two hundred seventy continuation period you shall elect to treat such Continued Benefits as being provided pursuant to the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1986 (270“COBRA”) day periodor any similar applicable federal or state statute. Whenever compensation is payable to you hereunder, during or with respect to a time when you are partially or totally disabled and such disability (except for the provisions hereof) would entitle you to disability income or to salary continuation payments from Studio according to the terms of any plan now or hereafter provided by Studio or according to any policy of Studio in effect at the time of such disability, the Board, at compensation payable to you hereunder shall be inclusive of any time after such disability has continued income or salary continuation and shall not be in addition thereto. If disability income is payable directly to you by an insurance company under an insurance policy paid for sixty (60) consecutive daysby Studio, may determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities compensation payable to you hereunder shall be performed by another executive. In inclusive of the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first twenty-six (26) weeks of absence in accordance with such program, which will be equal to your salary, and the amount of such benefits will offset any salary that otherwise would be amounts paid to you pursuant to this Agreement. Thereafterby said insurance company and shall not be in addition thereto. b. Unless otherwise specified in the Plan or in the agreement evidencing the grant, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer each case as of the date you first become eligible of the grant, after termination of employment your grants of equity-based compensation will be determined as follows. With respect to grants having performance-based vesting criteria, your rights to receive benefits under or exercise the LTD programawards provided by the grants will be determined after the end of the performance period specified in the grant, and until that time or satisfaction of such other criteria pursuant to the Plan, subject to the applicable performance or other criteria, as if you shall had continued to remain employed with Studio throughout such performance period. With respect to grants having time-based vesting criteria, your rights to receive or exercise the awards provided by the grants will be treated for all purposes determined promptly following your termination of this Agreement as an active employee of Employeremployment. Upon receipt of benefits under the LTD program, you You will also be entitled to receive or exercise a ratable portion of the following amount of each award determined in accordance with the payment provisions set forth in Paragraph 9(d)(iii) and subject to preceding sentence, calculated by multiplying such amount by a fraction, the provisions numerator of Paragraph 9(d)(v): which is the sum of (i) Employer will pay your Accrued Compensation and Benefits; (ii) Employer will pay you a prorated Bonus for the year actual period of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed service in months through the date of your termination plus (ii) the lesser of employment; (iiiA) all twelve (12) months or (B) 50% of your outstanding unvested options the remaining Employment Term in months determined as of the date of termination (but in no event will vestthe numerator exceed the denominator), and all such options and all the denominator of your outstanding options which is the total performance period in months (for grants having performance-based vesting criteria) or the total vesting period in months (for grants having time-based vesting criteria) specified in the grant. To avoid any double-counting, any part of any equity-based compensation award that have previously has vested will remain exercisable for the greater of three years and the period provided for under in accordance with the terms of the applicable award agreement, but in no event beyond their normal expiration date; (iv) all agreement shall be credited against any part of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards such award that are then unvested and outstanding, in each case, as of you shall be entitled to receive or exercise pursuant to the date on which the Employment Term ends shall vest and be settled within ten (10) business days after your termination date; and (v) Employer will continue to provide you with life insurance coverage as determination set forth in the proceeding sentence. The balance of such awards will be forfeited. Subject to this Paragraph 5(b) until 9.b and to the end other terms and conditions of the Original Employment Term orgrants, if earlier, all Options and any similar equity-based awards will remain exercisable for the date on which you become eligible for at least as much insurance coverage from a third party employer at such employer’s expense; provided, however, that Employer may decrease remaining term of the amount of life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount set forth in Paragraph 5(b)grant.

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) 180 days during any two hundred seventy (270) 270 day period, the BoardChairman of Viacom, at any time after such disability has continued for sixty (60) 60 consecutive days, may determine, provided such determination is made while the disability is still in effect, determine that Employer Viacom requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under EmployerViacom’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first twenty-six (26) 26 weeks of absence in accordance with such programconsecutive absence, which will be equal to your salary, Salary and the amount of you shall continue to earn your Deferred Compensation for such benefits will offset any salary that otherwise would be paid to you pursuant to this Agreementperiod. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following in accordance with the payment provisions set forth in Paragraph 9(d)(iii) and subject to the provisions of Paragraph 9(d)(v):following: (i) Employer will pay your Accrued Compensation and BenefitsTarget Bonus prorated for the portion of the calendar year through the date on which you become eligible to receive benefits under the LTD program, payable at the time the Bonus for such calendar year would otherwise be paid; (ii) Employer will pay you a prorated Bonus for Deferred Compensation attributable to prior calendar years, payable, together with the return thereon as provided in paragraph 3(b), prior to January 31st of the calendar year of your termination of employment based on your Target Bonus and following the number of calendar days of year in which such year elapsed through the date of your termination of employmentbenefits commence; (iii) all of your outstanding unvested options restricted share units will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable for the greater of three years and the period provided for under the terms of the applicable award agreement, but in no event beyond their normal expiration date; (iv) all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and payment will be settled made within ten (10) business days after your termination datethe date as of which you begin to receive benefits under the LTD or such payment will be deferred in accordance with the election that you made prior to the time of grant; and (viv) Employer will continue to provide you with life insurance coverage LTMIP stock options granted on or after July 1, 2004 that are vested on the date as set forth in Paragraph 5(b) until of which benefits commence under the end LTD, or that would have vested and become exercisable on or before the last day of the Original Employment Term Term, will be exercisable for three (3) years after the date as of which benefits commence under the LTD or, if earlier, the expiration date on which of the stock options. For the periods that you become eligible for at least as much insurance coverage from a third party employer at receive compensation and benefits under the STD and LTD programs, the compensation and benefits provided under such employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, programs and the amount compensation provided under this paragraph 7 are in lieu of Salary, Deferred Compensation and Bonus under paragraphs 3(a), (b) and (c) for such coverage periods. In the event that you thereafter become able to substantially perform your duties, your employment will be terminated pursuant to paragraph 8(c) and you will be entitled to receive, after such termination of your employment, the compensation and benefits Xxxxxx Xxxxxxx July 1, 2004 provided in paragraphs 8(d)(i) through (iv) and, to you from a third party employer at such employer’s expensethe extent applicable, aggregates at least the amount set forth in Paragraph 5(bparagraph 8(d)(vii).

Incapacity. a. In the event you become totally medically disabled and you will cannot be able to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) days any time during any two hundred seventy (270) day periodthe Employment Term, the Board, Board of Directors may at any time after such disability has continued for sixty ninety (6090) consecutive days require Studio to give you written notice that it intends, subject to applicable state and federal law, to suspend this Agreement. Upon receipt of such notice, prior to any suspension hereunder, you shall be entitled to an expedited arbitration to determine whether or not you are medically disabled and have been disabled for at least ninety (90) consecutive days, may determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” request such arbitration within the meaning ten (10) business days of receipt of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) programnotice from Studio. If you do not so request such an arbitration, or if the arbitrator rules that you are so disabled, you shall be placed on a “medical payroll,” meaning you will first receive benefits under the STD program remain employed for the first twenty-six (26) weeks of consecutive absence commencing at the end of the later of the ten (10) day period or upon the conclusion of the arbitration. Thereafter, if you are not able to resume your duties hereunder, your employment will be terminated. b. Upon termination of employment as provided in Paragraph 9.a, you shall remain entitled to receive (i) for a period commencing on the termination of your employment by Studio and ending on the expiration of the Employment Term, payments at a rate equal to 50% of your rate of Base Salary, and such payments will be payable in accordance with such programStudio’s regular payroll practices applicable to similarly situated active employees, which (ii) 100% of all medical, dental, life insurance and other benefits (“Continued Benefits”) for the remainder of the then current Employment Term, and (iii) to retain all grants of equity-based compensation made to you on or prior to the date of termination, but will not be entitled to receive any grants of equity-based compensation thereafter. Except as specifically permitted by Section 409A of the Code and the regulations thereunder as in effect from time to time (collectively, hereinafter, “Section 409A”), the Continued Benefits provided to you during any calendar year will not affect the Continued Benefits to be provided to you in any other calendar year. Unless otherwise specified in the Plan or in the agreement evidencing the grant, in each case as of the date of the grant, after termination of employment pursuant to Paragraph 9.a, your grants of equity-based compensation will be equal determined as follows. With respect to your salarygrants having performance-based vesting criteria, and the amount of such benefits award that is eligible to vest will offset any salary that otherwise would be paid to you determined after the end of the performance period specified in the grant, or satisfaction of such other criteria pursuant to this Agreementthe Plan, subject to the applicable performance or other criteria, as if you had continued to remain employed with Studio throughout such performance period. ThereafterWith respect to grants having time-based vesting criteria, you the full amount of such award will be eligible to receive benefits under the LTD program in accordance with its termsvest. For purposes of this Agreement, you Vesting will be considered to have experienced a determined promptly following termination of employment with Employer employment. A ratable portion of the amount of each award that is eligible to vest will become vested by multiplying such amount by a fraction, the numerator of which is the sum of (i) your actual period of service in months through the date of termination plus (ii) 50% of the remaining Employment Term in months determined as of the date you first become eligible to receive benefits under of termination (but in no event will the LTD programnumerator exceed the denominator), and until the denominator of which is the total performance period in months (for grants having performance-based vesting criteria) or the total vesting period in months (for grants having time-based vesting criteria) specified in the grant. To avoid any double-counting, any part of any equity-based compensation award that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following has vested in accordance with the payment provisions set forth in Paragraph 9(d)(iii) and subject to the provisions of Paragraph 9(d)(v): (i) Employer will pay your Accrued Compensation and Benefits; (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable for the greater of three years and the period provided for under the terms of the applicable award agreementagreement shall be credited against any part of such award that you shall be entitled to receive or exercise pursuant to the determination set forth in the preceding sentence. The balance of such awards will be forfeited. Subject to this Paragraph 9.b and to the other terms and conditions of the grants, but in no event beyond their normal expiration date; (iv) all Options, stock appreciation rights and any similar equity-based awards will remain exercisable for the remaining term of your unvested and outstanding restricted stock and/or the grant. In the case of restricted stock units and any other type of equity awards that are then unvested and outstandingsubject to performance-based vesting criteria, in each case, except as of the date on which the Employment Term ends shall vest and be settled within ten (10) business days after your termination date; and (v) Employer will continue to provide you with life insurance coverage as otherwise set forth in Paragraph 5(b27, such awards will be settled on the seventieth (70th) until the end of the Original Employment Term or, if earlier, day after the date on which you that such awards become eligible for at least as much insurance coverage from a third party employer at vested. In the case of restricted stock units that are subject to time-based vesting criteria, such employer’s expense; provided, however, that Employer may decrease the amount awards will be settled within thirty (30) days following your termination of life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount set forth in Paragraph 5(b)employment.

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) days during any two hundred seventy (270) day period, the Board, If at any time after such during the Employment Period the Executive is unable to perform fully her duties hereunder by reason of illness, accident or other disability has continued for sixty (60) consecutive daysas confirmed on the basis of competent medical evidence by a medical doctor appointed by the then President of Mercy Hospital and Medical Center or, may determineif not available, provided such determination is made while appointed by the disability is still in effectBoard with the approval of the Executive or her legal representative, that Employer requires such duties and responsibilities which approval shall not unreasonably be performed by another executive. In withheld), during the event that you become “disabled” within the meaning first year of such term under Employer’s Short-Term Disability incapacity (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first twenty-six (26) weeks of absence in accordance with such program, which will be equal to your salary, and the amount of such benefits will offset any salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following in accordance with the payment provisions set forth in Paragraph 9(d)(iii) and subject to the provisions of Paragraph 9(d)(v): (i) Employer will pay your Accrued Compensation and Benefits; (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable for the greater of three years and the period provided for under the terms of the applicable award agreement, but in no event beyond their normal expiration date; (iv) all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and be settled within ten (10) business days after your termination date; and (v) Employer will continue to provide you with life insurance coverage as set forth in Paragraph 5(b) until the end of the Original Employment Term orPeriod, if earlierexcept as provided in Section 3.01) she shall be entitled to receive her Basic Compensation to which she would be entitled under Section 2.01, and during any remaining period of such incapacity (but in no event beyond the end of the Employment Period, except as provided in Section 3.01) she shall be entitled to receive one half of her Base Salary paid as provided in the first sentence of Section 2.01. If the Executive shall resume the full performance of her duties hereunder following any period of incapacity, the date on which you become eligible Executive shall be entitled again to receive her Basic Compensation. Notwithstanding the foregoing provisions of this Section 2.03, the amounts payable to the Executive under this Section 2.03 shall be reduced by any amounts received by the Executive with respect to any such incapacity pursuant to any insurance policy, plan or other employee benefit provided to the Executive by the Company. For the purposes of this Section 2.03, more than one occurrence of incapacity during the Employment Period shall be treated as a single period of incapacity regardless of any interruption in such incapacity, except that a new and separate period of incapacity shall be deemed to have commenced if (i) the illness, accident or other disability giving rise to the latest occurrence of incapacity is totally unrelated to any prior incapacity or (ii) notwithstanding that the illness, accident or disability giving rise to the latest occurrence of incapacity is related to any prior incapacity, the Executive has performed her duties hereunder for a continuous period of at least as much insurance coverage from a third party employer at such employer’s expense; provided, however, that Employer may decrease six months since the amount of life insurance coverage it provides you so long as the amount termination of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount set forth in Paragraph 5(b)prior incapacity.

Incapacity. In the event you become totally medically disabled at any time during the Employment Term and an independent physician selected by the Board (subject to your reasonable approval) determines that you will are not expected to be able to substantially perform your duties for at least a six (6) consecutive months or a total of one hundred eighty (180) days during any two hundred seventy (270) day month period, the BoardChairman and CEO, at any time after such disability has in fact continued for sixty (60) 60 consecutive days, may determine, provided such determination is made while the disability is still in effect, determine that Employer Viacom requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD Viacom's short-term disability program for the first twenty-six (26) 26 weeks of absence in accordance with such program, which will be equal to your salary, and the amount of such benefits will offset any salary that otherwise would be paid to you pursuant to this Agreementconsecutive absence. Thereafter, you will be eligible to receive benefits under the LTD Viacom's Long-Term Disability ("LTD") program or any supplement thereto, in accordance with its terms. For purposes Upon receipt of this Agreement, benefits under the LTD program you will also be considered entitled to have experienced receive, subject to applicable withholding taxes: (i) a termination Target Bonus prorated for the portion of employment with Employer as of calendar year through the date on which you first become eligible to receive benefits under the LTD program, and until payable at the time that time you shall the Bonus for such calendar year would otherwise be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following in accordance with the payment provisions set forth in Paragraph 9(d)(iii) and subject to the provisions of Paragraph 9(d)(v): (i) Employer will pay your Accrued Compensation and Benefitspaid; (ii) Employer will pay you a prorated Bonus Deferred Compensation for the calendar year in which such benefits commence and Deferred Compensation attributable to prior calendar years, payable, together with the return thereon as provided in paragraph 3(c), prior to January 31 of your termination of employment based on your Target Bonus and the number of calendar days of year following the calendar year in which such year elapsed through the date of your termination of employment;benefits commence; and (iii) all stock options previously granted to you which are exercisable on or prior to the date as of your outstanding unvested options which benefits commence under the LTD program or that would have vested and become exercisable on or before the last day of the Employment Term will vest, become vested and all such options and all of your outstanding options that have previously vested will remain shall be exercisable for two (2) years after the greater date as of three years and the period provided for under the terms of the applicable award agreementwhich such benefits commence or, if later, until May 5, 2006, but in no event beyond their normal may such stock options be exercised following the expiration date; (ivdate of such stock options. In the event that you thereafter become able to substantially perform your duties, you will then be entitled to receive from Viacom your Salary and Deferred Compensation at the rate being paid to you immediately prior to the commencement of such disability, and your Bonus calculated pursuant to paragraph 3(b) all hereof, through the remainder of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and be settled within ten (10) business days after your termination date; and (v) Employer will continue to provide reduced by any employment compensation earned by you with life insurance coverage as set forth in Paragraph 5(b) until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at such employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount set forth in Paragraph 5(b)any work or service performed for any other person.

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) 180 days during any two hundred seventy (270) -day period, the Board, at any time after such disability has continued for sixty (60) 60 consecutive days, may determine, provided such determination is made while the disability is still in effect, determine that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first twenty-six (26) 26 weeks of absence in accordance with such programconsecutive absence, which will be equal to your salarySalary, and the amount of such benefits will offset any salary Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following in accordance with the payment provisions set forth in Paragraph 9(d)(iii) and subject to the provisions of Paragraph 9(d)(v):following: (i) Employer will pay your Accrued Compensation and BenefitsBenefits (as defined below in paragraph 10(d)(i)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable for the greater of three years and the period provided for under the terms of until the applicable award agreement, but date set forth in no event beyond their normal expiration dateparagraph 4(a)(iv); (iv) all the number of Shares to which you are entitled in respect of your unvested outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and outstanding restricted stock and/or restricted stock units and any other type all Shares delivered upon settlement of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and PSUs will be settled within ten (10) business days after your termination dateconsidered vested; and (v) Employer will continue to provide you with life insurance coverage as set forth in Paragraph 5(bparagraph 6(b) until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third third-party employer at such the employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so long along as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third third-party employer at such the employer’s expense, aggregates at least the amount set forth in Paragraph 5(bparagraph 6(b).

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) 180 days during any two hundred seventy (270) 270 day period, the BoardChairman of Viacom, at any time after such disability has continued for sixty (60) 60 consecutive days, may determine, provided such determination is made while the disability is still in effect, determine that Employer Viacom requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under EmployerViacom’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first twenty-six (26) 26 weeks of absence in accordance with such programconsecutive absence, which will be equal to your salary, Salary and the amount of you shall continue to earn your Deferred Compensation for such benefits will offset any salary that otherwise would be paid to you pursuant to this Agreementperiod. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following in accordance with the payment provisions set forth in Paragraph 9(d)(iii) and subject to the provisions of Paragraph 9(d)(v):following: (i) Employer will pay your Accrued Compensation and Benefits;Target Bonus prorated for the portion of the calendar year through the date on which you become eligible to receive benefits under the LTD program, payable at the time the Bonus for such calendar year would otherwise be paid; Xxxxxx X. Xxxxxxx July 1, 2004 (ii) Employer will pay you a prorated Bonus for Deferred Compensation attributable to prior calendar years, payable, together with the return thereon as provided in paragraph 3(b), prior to January 31st of the calendar year of your termination of employment based on your Target Bonus and following the number of calendar days of year in which such year elapsed through the date of your termination of employmentbenefits commence; (iii) all of your outstanding unvested options restricted share units will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable for the greater of three years and the period provided for under the terms of the applicable award agreement, but in no event beyond their normal expiration date; (iv) all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and payment will be settled made within ten (10) business days after your termination datethe date as of which you begin to receive benefits under the LTD or such payment will be deferred in accordance with the election that you made prior to the time of grant; and (viv) Employer will continue to provide you with life insurance coverage LTMIP stock options granted on or after July 1, 2004 that are vested on the date as set forth in Paragraph 5(b) until of which benefits commence under the end LTD, or that would have vested and become exercisable on or before the last day of the Original Employment Term Term, will be exercisable for three (3) years after the date as of which benefits commence under the LTD or, if earlier, the expiration date on which of the stock options. For the periods that you become eligible for at least as much insurance coverage from a third party employer at receive compensation and benefits under the STD and LTD programs, the compensation and benefits provided under such employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, programs and the amount compensation provided under this paragraph 7 are in lieu of Salary, Deferred Compensation and Bonus under paragraphs 3(a), (b) and (c) for such coverage periods. In the event that you thereafter become able to substantially perform your duties, your employment will be terminated pursuant to paragraph 8(c) and you will be entitled to receive, after such termination of your employment, the compensation and benefits provided in paragraphs 8(d)(i) through (iv) and, to you from a third party employer at such employer’s expensethe extent applicable, aggregates at least the amount set forth in Paragraph 5(bparagraph 8(d)(vii).

Incapacity. a. In the event you become totally “medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) days during any two hundred seventy (270) day period, the Board, disabled” at any time after such disability has continued for sixty (60) consecutive daysduring the Employment Term, the Board of Directors may determinerequire Studio to give you written notice that it intends, provided such determination is made while the disability is still in effectsubject to applicable state and federal law, that Employer requires such duties and responsibilities be performed by another executiveto suspend this Agreement. In the event that you become “disabled” within the meaning Upon receipt of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) programnotice, you shall be placed on a “medical payroll,” meaning you will first receive benefits under the STD program remain employed for the first twenty-six (26) weeks of consecutive absence in accordance with such program, which will be equal to your salary, and the amount commencing upon receipt of such benefits will offset any salary that otherwise would be paid to you pursuant to this Agreementnotice. Thereafter, if you are not able to resume your duties hereunder, the Employment Term will be eligible to receive benefits under the LTD program in accordance with its termsterminated. For purposes of this Agreement, the term “medically disabled” shall mean your inability to perform a material portion of your duties for 90 consecutive days as a result of incapacity due to a mental or physical condition, which is determined to be total and permanent by a board-certified physician selected by you and Studio, and the determination of such physician shall be binding upon you and Studio. (i) Upon termination of the Employment Term as provided in Paragraph 9.a, you shall remain entitled to receive (A) for a period commencing on the termination of the Employment Term by Studio and ending on the Expiration Date, payments at a rate equal to 50% of your rate of Base Salary, and such payments will be payable in accordance with Studio’s regular payroll practices applicable to similarly situated active employees, (B) 100% of all medical, dental, life insurance and other benefits (excluding disability insurance, “Continued Benefits”) through the Expiration Date (provided, however, that nothing in this sentence is intended to discontinue any short-term or long-term disability insurance benefits you are receiving or may become eligible to receive as a result of the disability resulting in termination of the Employment Term pursuant to this Paragraph 9) and (C) all grants of equity-based compensation made to you on or prior to the date of termination, but you will not be considered entitled to have experienced receive any grants of equity-based compensation thereafter. Except as specifically permitted by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder as in effect from time to time (collectively, hereinafter, “Section 409A”), the Continued Benefits provided to you during any calendar year will not affect the Continued Benefits to be provided to you in any other calendar year, and the right to such Continued Benefits cannot be liquidated or exchanged for any other benefit. Whenever compensation is payable to you hereunder, during or with respect to a termination time when you are partially or totally disabled and such disability (except for the provisions hereof) would entitle you to disability income or to salary continuation payments from Studio according to the terms of employment with Employer any plan now or hereafter provided by Studio or according to any policy of Studio in effect at the time of such disability, the compensation payable to you hereunder shall be offset on a dollar-for-dollar basis by any such disability income or salary continuation and shall not be in addition thereto. If disability income is payable directly to you by an insurance company under an insurance policy paid for by Studio, the compensation payable to you hereunder shall be reduced on a dollar-for-dollar basis by the amounts paid to you by said insurance company and shall not be in addition thereto. (ii) Unless otherwise specified in the Plan or in the agreement evidencing the grant, in each case as of the date you first become of the grant, after termination of the Employment Term pursuant to Paragraph 9.a, your grants of equity-based compensation will be determined as follows. With respect to grants having performance-based vesting criteria, the amount of such award that is eligible to receive benefits under vest will be determined after the LTD programend of the performance period specified in the grant, and until that time or satisfaction of such other criteria pursuant to the Plan, subject to the applicable performance or other criteria (but, for the avoidance of doubt, not the service requirements), as if you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under had continued to remain employed with Studio throughout such performance period (subject to the LTD program, you will also be entitled to receive the following in accordance with the payment provisions proration formula set forth in this Paragraph 9(d)(iii) and subject 9.b). With respect to grants having time-based vesting criteria, the full amount of such award will be eligible to vest to the provisions of Paragraph 9(d)(v): (i) Employer extent provided herein. Vesting will pay your Accrued Compensation and Benefits; (ii) Employer will pay you a prorated Bonus for the year of your be determined promptly following termination of employment based on the Employment Term. A ratable portion of the amount of each award that is eligible to vest will become vested by multiplying such amount by a fraction, the numerator of which is the sum of (A) your Target Bonus and the number actual period of calendar days of such year elapsed service in months through the date of your termination plus (B) 50% of employment; the remaining period through the Expiration Date in months determined as of the date of termination (iii) all of your outstanding unvested options but in no event will vestthe numerator exceed the denominator), and all such options and all the denominator of your outstanding options which is the total performance period in months (for grants having performance-based vesting criteria) or the total vesting period in months (for grants having time-based vesting criteria) specified in the grant. To avoid any double-counting, any part of any equity-based compensation award that have previously has vested will remain exercisable for the greater of three years and the period provided for under in accordance with the terms of the applicable award agreementagreement shall be credited against any part of such award that you shall be entitled to receive or exercise pursuant to the determination set forth in the preceding sentence. The balance of such awards will be forfeited. Subject to this Paragraph 9.b and to the other terms and conditions of the grants, but all Options, SARs and any similar equity-based awards will remain exercisable for the remaining term of the grant (subject to termination in no the event beyond their normal expiration date; (iv) all of your unvested and outstanding restricted stock and/or a corporate transaction, to the extent permitted by the applicable Plan). With respect to restricted stock units and any other type of equity awards that are then unvested and outstandingsubject to performance-based vesting criteria, in each case, except as of the date on which the Employment Term ends shall vest and be settled within ten (10) business days after your termination date; and (v) Employer will continue to provide you with life insurance coverage as otherwise set forth in Paragraph 5(b26, such awards will be settled on the seventieth (70th) until day after the end date that such awards become vested. In the case of restricted stock units that are subject to time-based vesting criteria, such awards will be settled within thirty (30) days following termination of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at such employer’s expenseTerm; provided, however, that Employer may decrease in the amount case of life insurance coverage it provides any restricted stock units that constitute deferred compensation (within the meaning of Section 409A), unless you so long as are disabled (within the amount meaning of Section 409A), then even though your rights to payment with respect to such coverage that it continues restricted stock units will become vested pursuant to provide, this Paragraph 9.b and the amount of such coverage provided payment will be determined as of the date the Employment Term terminates pursuant to this Paragraph 9.b, such amount will not be paid to you from a third party employer at such employer’s expense, aggregates at least until the amount set forth in Paragraph 5(b).earliest time permitted under Section 409A.

Incapacity. a. In the event you become totally medically disabled and you will cannot be able to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) days any time during any two hundred seventy (270) day periodthe Employment Term, the Board, Board of Directors may at any time after such disability has continued for sixty ninety (6090) consecutive days require Studio to give you written notice that it intends, subject to applicable state and federal law, to suspend this Agreement. Upon receipt of such notice, prior to any suspension hereunder, you shall be entitled to an expedited arbitration to determine whether or not you are medically disabled and have been disabled for at least ninety (90) consecutive days, may determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” request such arbitration within the meaning ten (10) business days of receipt of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) programnotice from Studio. If you do not so request such an arbitration, or if the arbitrator rules that you are so disabled, you shall be placed on a “medical payroll,” meaning you will first receive benefits under the STD program remain employed for the first twenty-six (26) weeks of consecutive absence in accordance with such program, which will be equal to your salary, and commencing at the amount end of such benefits will offset any salary that otherwise would be paid to you pursuant to this Agreementthe later of the ten (10) day period or upon the conclusion of the arbitration. Thereafter, if you are not able to resume your duties hereunder, your employment will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a terminated. b. Upon termination of employment with Employer as provided in Paragraph 9.a, you shall remain entitled to receive 50% of your Base Salary, 100% of all medical, dental, life insurance and other benefits for the remainder of the then current Employment Term, and all grants of equity-based compensation made to you on or prior to the date of termination, but will not be entitled to receive any grants of equity-based compensation thereafter. Unless otherwise specified in the Plan or in the agreement evidencing the grant, in each case as of the date you first become eligible of the grant, after termination of employment your grants of equity-based compensation will be determined as follows. Your rights to receive benefits under or exercise the LTD programawards provided by the grants will be determined after the end of the performance period specified in the grant, and until that time or satisfaction of such other criteria pursuant to the Plan, subject to the applicable performance or other criteria, as if you shall be treated for all purposes of this Agreement as an active employee of Employerhad continued to remain employed with Studio throughout such performance period. Upon receipt of benefits under the LTD program, you You will also be entitled to receive or exercise a ratable portion of the following amount of each award determined in accordance with the payment provisions set forth in Paragraph 9(d)(iii) and subject to preceding sentence, calculated by multiplying such amount by a fraction, the provisions numerator of Paragraph 9(d)(v): which is the sum of (i) Employer will pay your Accrued Compensation and Benefits; (ii) Employer will pay you a prorated Bonus for the year actual period of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed service in months through the date of your termination plus (ii) 50% of employment; the remaining Employment Term in months determined as of the date of termination (iii) all of your outstanding unvested options but in no event will vestthe numerator exceed the denominator), and the denominator of which is the total performance period in months specified in the grant. The balance of such awards will be forfeited. Subject to this Paragraph 9.b and to the other terms and conditions of the grants, all such options Options and all of your outstanding options that have previously vested any similar equity-based awards will remain exercisable for the greater of three years and the period provided for under the terms remaining term of the applicable award agreement, but in no event beyond their normal expiration date; (iv) all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and be settled within ten (10) business days after your termination date; and (v) Employer will continue to provide you with life insurance coverage as set forth in Paragraph 5(b) until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at such employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount set forth in Paragraph 5(b)grant.

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) 180 days during any two hundred seventy (270) 270 day period, the Board, at any time after such disability has continued for sixty (60) 60 consecutive days, may determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first twenty-six (26) 26 weeks of absence in accordance with such program, which will be equal to your salarySalary, and the amount of such benefits will offset any salary Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, or, if you do not become eligible to receive benefits under the LTD program, on the date following the sixth consecutive month in which you have not been able to substantially perform your duties hereunder (“Disability Termination Date”), and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of your Disability Termination Date, your benefits under the LTD program, you will also be entitled to receive the following in accordance with the payment provisions set forth in Paragraph 9(d)(iiiparagraph 10(d)(iii) and subject to the provisions of Paragraph 9(d)(vparagraph 10(d)(v): (i) Employer will pay your Accrued Compensation and BenefitsBenefits (as defined below in paragraph 10(d)(ii)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable for the greater of three years and the period provided for under the terms of the applicable award agreement, but in no event beyond their normal expiration date; (iv) all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and and, subject to any prior deferral election, be settled within ten (10) business days after your termination date; provided, that to the extent any such unvested and outstanding equity awards remain subject to performance-based vesting conditions on your termination date, such equity awards shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) and, subject to any prior deferral election, be settled within ten (10) business days thereafter; and (v) Employer will continue to provide pay the same premium amounts it was paying at the time of your termination in connection with providing you with life insurance coverage as set forth in Paragraph paragraph 5(b) ). Such payments of premiums will continue until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage as the coverage that was in effect at the time of your termination, from a third party employer at such employer’s expense; provided, however, that Employer may decrease the amount of premiums it pays towards life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, and combined with the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount of coverage that was in effect for you at the time of your termination as a result of Employer’s obligations as set forth in Paragraph paragraph 5(b).

Incapacity. a. In the event you become totally medically disabled and you will cannot be able to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) days any time during any two hundred seventy (270) day periodthe Employment Term, the Board, Board of Directors may at any time after such disability has continued for sixty ninety (6090) consecutive days require Studio to give you written notice that it intends, subject to applicable state and federal law, to suspend this Agreement. Upon receipt of such notice, prior to any suspension hereunder, you shall be entitled to an expedited arbitration to determine whether or not you are medically disabled and have been disabled for at least ninety (90) consecutive days, may determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” request such arbitration within the meaning ten (10) business days of receipt of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) programnotice from Studio. If you do not so request such an arbitration, or if the arbitrator rules that you are so disabled, you shall be placed on a “medical payroll”. You will first receive benefits under the STD program remain employed for the first twenty-six (26) weeks of consecutive absence in accordance with such programcommencing at the end of the later of the ten (10) day period or upon the conclusion of the arbitration. Thereafter, which if you are not able to resume your duties hereunder, your employment will be equal terminated. b. Upon termination of employment as provided in Paragraph 9.a, you will be entitled to your salaryretain all grants of equity-based compensation made to you on or prior to the date of termination and to receive and retain any approved grants of equity-based compensation (or substituted Cash Payment) for which you have become eligible but which have not been made, and the amount but will not be entitled to receive any additional grants of equity-based compensation thereafter. Any such benefits Cash Payment that you become entitled to receive will offset any salary that otherwise would be paid to you pursuant to this Agreement. Thereafterwithin thirty (30) days following termination of your employment, you will be eligible to receive benefits under except as otherwise required by Paragraph 30. c. Unless otherwise specified in the LTD program Plan or in accordance with its terms. For purposes of this Agreementthe agreement evidencing the grant, you will be considered to have experienced a after termination of employment with Employer your grants of equity-based compensation will be determined as follows. With respect to grants having performance-based vesting criteria, your rights to receive or exercise the awards provided by the grants will be determined after the end of the date performance period, if any, specified in the grant, subject to the applicable performance criteria, if any, as if you first become eligible had continued to remain employed with Studio throughout such performance period. With respect to grants having time-based vesting criteria, your rights to receive benefits under or exercise the LTD program, and until that time you shall awards provided by the grants will be treated for all purposes determined promptly following your termination of this Agreement as an active employee of Employeremployment. Upon receipt of benefits under the LTD program, you You will also be entitled to receive or exercise a ratable portion of the following amount of each award determined in accordance with the payment provisions set forth in Paragraph 9(d)(iii) and subject to preceding two sentences, calculated by multiplying such amount by a fraction, the provisions numerator of Paragraph 9(d)(v): which is the sum of (i) Employer will pay your Accrued Compensation and Benefits; (ii) Employer will pay you a prorated Bonus for the year actual period of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed service through the date of your termination of employment; plus (iiiii) all of your outstanding unvested options one (1) year (but in no event will vestthe numerator exceed the denominator), and all such options and all the denominator of your outstanding options which is the total performance period (for grants having performance-based vesting criteria) or the total vesting period (for grants having time-based vesting criteria) specified in the grant. To avoid any double-counting, any part of any equity-based compensation award that have previously has vested will remain exercisable for the greater of three years and the period provided for under in accordance with the terms of the applicable award agreementagreement shall be credited against any part of such award that you shall be entitled to receive or exercise pursuant to the determination set forth in the preceding sentence. The balance of such awards will be forfeited. Subject to this Paragraph 9.b and to the other terms and conditions of the grants, but in no event beyond their normal expiration date; (iv) all options and any similar equity-based awards will remain exercisable for the remaining term of your unvested and outstanding restricted stock and/or the grant. In the case of restricted stock units and any other type of equity awards that are then unvested and outstandingsubject to performance-based vesting criteria, in each case, except as of the date on which the Employment Term ends shall vest and be settled within ten (10) business days after your termination date; and (v) Employer will continue to provide you with life insurance coverage as otherwise set forth in Paragraph 5(b26, such awards will be settled on the seventieth (70th) until the end of the Original Employment Term or, if earlier, day after the date on which you that such awards become eligible for at least as much insurance coverage from a third party employer at vested. In the case of restricted stock units that are subject to time-based vesting criteria, such employer’s expense; provided, however, that Employer may decrease the amount awards will be settled within thirty (30) days following your termination of life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount set forth in Paragraph 5(b)employment.

Incapacity. In the event that you have become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) 180 days during any two hundred seventy (270) 270 day period, the Board, at any time after such disability has continued for sixty (60) 60 consecutive days, may determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first twenty-six (26) 26 weeks of absence in accordance with such program, which will be equal to your salarySalary, and the amount of such benefits will offset any salary Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, or, if you do not become eligible to receive benefits under the LTD program, on the date following the sixth consecutive month in which you have not been able to substantially perform your duties hereunder (“Disability Termination Date”), and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of your Disability Termination Date, your benefits under the LTD program, you will also be entitled to receive the following in accordance with the payment provisions set forth in Paragraph 9(d)(iiiparagraph 10(d)(iii) and subject to the provisions of Paragraph 9(d)(vparagraph 10(d)(v): (i) Employer will pay your Accrued Compensation and BenefitsBenefits (as defined below in paragraph 10(d)(ii)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable for the greater of three years and the period provided for under the terms of the applicable award agreement, but in no event beyond their normal expiration date; (iv) all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends Disability Termination Date shall vest and and, subject to any prior deferral election, be settled within ten (10) business days after your termination dateDisability Termination Date; provided, that to the extent any such unvested and outstanding equity awards remain subject to performance-based vesting conditions on your Disability Termination Date, such equity awards shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) and, subject to any prior deferral election, be settled within ten (10) business days thereafter; (v) You will receive (x) grants of shares of Class B Common Stock earned as the Performance Awards (if any) pursuant to (and at the time provided in) Schedules A, B and C, and (y) payment of the Cash Performance Award (if any) pursuant to (and at the time provided in) Schedule D, in each case subject to paragraph 10(d)(v); and (vvi) Employer will continue to provide you with life insurance coverage as set forth in Paragraph paragraph 5(b) ), at the same level of coverage that was in effect immediately prior to the Disability Termination Date and on terms and conditions under which the life insurance is provided that are no less favorable to you than those in effect immediately prior to the Disability Termination Date, until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage as the coverage that was in effect at the time of your termination, from a third party employer at such employer’s expense; provided, however, that Employer may decrease the amount of premiums it pays towards life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, and combined with the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount of coverage that was in effect for you on the Disability Termination Date as a result of Employer’s obligations as set forth in Paragraph paragraph 5(b).

Incapacity. In the event that you have become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) 180 days during any two hundred seventy (270) 270 day period, the Board, at any time after such disability has continued for sixty (60) 60 consecutive days, may determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first twenty-six (26) 26 weeks of absence in accordance with such program, which will be equal to your salarySalary, and the amount of such benefits will offset any salary Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, or, if you do not become eligible to receive benefits under the LTD program, on the date following the sixth consecutive month in which you have not been able to substantially perform your duties hereunder (“Disability Termination Date”), and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of your Disability Termination Date, your benefits under the LTD program, you will also be entitled to receive the following in accordance with the payment provisions set forth in Paragraph 9(d)(iiiparagraph 10(d)(iii) and subject to the provisions of Paragraph 9(d)(vparagraph 10(d)(v): (i) Employer will pay your Accrued Compensation and BenefitsBenefits (as defined below in paragraph 10(d)(ii)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable for the greater of three years and the period provided for under the terms of the applicable award agreement, but in no event beyond their normal expiration date; (iv) all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends Disability Termination Date shall vest and and, subject to any prior deferral election, be settled within ten (10) business days after your termination dateDisability Termination Date; provided, that to the extent any such unvested and outstanding equity awards remain subject to performance-based vesting conditions on your Disability Termination Date, such equity awards shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) and, subject to any prior deferral election, be settled within ten (10) business days thereafter; (v) You will receive a grant of shares of Class B Common Stock earned as the Performance Award (if any) pursuant to (and at the time provided in) Schedule A, subject to paragraph 10(d)(v); and (vvi) Employer will continue to provide you with life insurance coverage as set forth in Paragraph paragraph 5(b) ), at the same level of coverage that was in effect immediately prior to the Disability Termination Date and on terms and conditions under which the life insurance is provided that are no less favorable to you than those in effect immediately prior to the Disability Termination Date, until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage as the coverage that was in effect at the time of your termination, from a third party employer at such employer’s expense; provided, however, that Employer may decrease the amount of premiums it pays towards life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, and combined with the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount of coverage that was in effect for you on the Disability Termination Date as a result of Employer’s obligations as set forth in Paragraph paragraph 5(b).

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) 180 days during any two hundred seventy (270) 270 day period, the Board, at any time after such disability has continued for sixty (60) 60 consecutive days, may determine, provided such determination is made while the disability is still in effect, determine that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first twenty-six (26) 26 weeks of absence in accordance with such programconsecutive absence, which will be equal to your salarySalary, and the amount of such benefits will offset any salary Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you will also be entitled to receive the following in accordance with the payment provisions set forth in Paragraph 9(d)(iii) and subject to the provisions of Paragraph 9(d)(v):following: (i) Employer will pay your Accrued Compensation and BenefitsBenefits (as defined below in paragraph 9(d)(i)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable for the greater of three years and the period provided for under the terms of until the applicable award agreement, but date set forth in no event beyond their normal expiration dateparagraph 4(a)(v); (iv) the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; (v) all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of PRSUs will vest at the date on which the Employment Term ends shall vest target level and be settled within ten (10) business days as promptly as administratively practicable after your termination date; and (vvi) Employer will continue to provide you with life insurance coverage as set forth in Paragraph paragraph 5(b) until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at such the employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so long along as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at such the employer’s expense, aggregates at least the amount set forth in Paragraph paragraph 5(b).

Incapacity. a. In the event you become totally medically disabled and you will cannot be able to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) days any time during any two hundred seventy (270) day periodthe Employment Term, the Board, Board of Directors may at any time after such disability has continued for sixty ninety (6090) consecutive days require Studio to give you written notice that it intends, subject to applicable state and federal law, to suspend this Agreement. Upon receipt of such notice, prior to any suspension hereunder, you shall be entitled to an expedited arbitration to determine whether or not you are medically disabled and have been disabled for at least ninety (90) consecutive days, may determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” request such arbitration within the meaning ten (10) business days of receipt of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) programnotice from Studio. If you do not so request such an arbitration, or if the arbitrator rules that you are so disabled, you shall be placed on a “medical payroll”. You will first receive benefits under the STD program remain employed for the first twenty-six (26) weeks of consecutive absence in accordance with such programcommencing at the end of the later of the ten (10) day period or upon the conclusion of the arbitration. Thereafter, which if you are not able to resume your duties hereunder, your employment will be equal to your salary, and the amount terminated. b. Upon termination of such benefits will offset any salary that otherwise would be paid to you pursuant to this Agreement. Thereafteremployment as provided in Paragraph 9.a, you will be eligible entitled to retain all grants of equity-based compensation made to you on or prior to the date of termination and to receive benefits under the LTD program in accordance with its terms. For purposes and retain any approved grants of this Agreement, equity-based compensation (or substituted Cash Payment) for which you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD programbut which have not been made, and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of benefits under the LTD program, you but will also not be entitled to receive any additional grants of equity-based compensation thereafter. Unless otherwise specified in the following Plan or in accordance with the payment provisions set forth agreement evidencing the grant, after termination of employment your grants of equity-based compensation will be determined as follows. With respect to grants having performance-based vesting criteria, your rights to receive or exercise the awards provided by the grants will be determined after the end of the performance period, if any, specified in Paragraph 9(d)(iii) and the grant, subject to the provisions applicable performance criteria, if any, as if you had continued to remain employed with Studio throughout such performance period. With respect to grants having time-based vesting criteria, your rights to receive or exercise the awards provided by the grants will be determined promptly following your termination of Paragraph 9(d)(v): employment. You will be entitled to receive or exercise a ratable portion of the amount of each award determined in the preceding two sentences, calculated by multiplying such amount by a fraction, the numerator of which is the sum of (i) Employer will pay your Accrued Compensation and Benefits; (ii) Employer will pay you a prorated Bonus for the year actual period of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed service through the date of your termination of employment; plus (iiiii) all of your outstanding unvested options one (1) year (but in no event will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable for the greater of three years numerator exceed the denominator) and the denominator of which is the total performance period provided (for under grants having performance-based vesting criteria) or the total vesting period (for grants having time-based vesting criteria) specified in the grant. To avoid any double-counting, any part of any equity-based compensation award that has vested in accordance with the terms of the applicable award agreement, but in no event beyond their normal expiration date; (iv) all agreement shall be credited against any part of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards such award that are then unvested and outstanding, in each case, as of you shall be entitled to receive or exercise pursuant to the date on which the Employment Term ends shall vest and be settled within ten (10) business days after your termination date; and (v) Employer will continue to provide you with life insurance coverage as determination set forth in the preceding sentence. The balance of such awards will be forfeited. Subject to this Paragraph 5(b) until 9.b and to the end other terms and conditions of the Original Employment Term orgrants, if earlier, all Options and any similar equity-based awards will remain exercisable for the date on which you become eligible for at least as much insurance coverage from a third party employer at such employer’s expense; provided, however, that Employer may decrease remaining term of the amount of life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount set forth in Paragraph 5(b)grant.

Incapacity. a. In the event you become totally “medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) days during any two hundred seventy (270) day period, the Board, disabled” at any time after such disability has continued for sixty (60) consecutive daysduring the Employment Term, the Board of Directors may determinerequire Studio to give you written notice that it intends, provided such determination is made while the disability is still in effectsubject to applicable state and federal law, that Employer requires such duties and responsibilities be performed by another executiveto suspend this Agreement. In the event that you become “disabled” within the meaning Upon receipt of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) programnotice, you shall be placed on a “medical payroll,” meaning you will first receive benefits under the STD program remain employed for the first twenty-six (26) weeks of consecutive absence in accordance with such program, which will be equal to your salary, and the amount commencing upon receipt of such benefits will offset any salary that otherwise would be paid to you pursuant to this Agreementnotice. Thereafter, if you are not able to resume your duties hereunder, your employment will be eligible to receive benefits under the LTD program in accordance with its termsterminated. For purposes of this Agreement, the term “medically disabled” shall mean your inability, to perform a material portion of your duties for 90 consecutive days as a result of incapacity due to a mental or physical condition, which is determined to be total and permanent by a board-certified physician selected by you will and Studio, and the determination of such physician shall be considered to have experienced a binding upon you and Studio. b. Upon termination of employment as provided in Paragraph 9.a, you shall remain entitled to receive (i) for a period commencing on the termination of your employment by Studio and ending on the expiration of the Employment Term, payments at a rate equal to 50% of your rate of base salary, and such payments will be payable in accordance with Employer Studio’s regular payroll practices applicable to similarly situated active employees, (ii) 100% of all medical, dental, life insurance and other benefits (excluding disability coverage, “Continued Benefits”) for the remainder of the then current Employment Term, and (iii) to retain all grants of equity-based compensation made to you on or prior to the date of termination, but will not be entitled to receive any grants of equity-based compensation thereafter. Except as specifically permitted by Section 409A, the Continued Benefits provided to you during any calendar year will not affect the Continued Benefits to be provided to you in any other calendar year. Unless otherwise specified in the Plan or in the agreement evidencing the grant, in each case as of the date you first become of the grant, after termination of employment pursuant to Paragraph 9.a, your grants of equity-based compensation will be determined as follows. With respect to grants having performance-based vesting criteria, the amount of such award that is eligible to receive benefits under vest will be determined after the LTD programend of the performance period specified in the grant, and until that time you shall be treated for all purposes or satisfaction of this Agreement as an active employee of Employer. Upon receipt of benefits under such other criteria pursuant to the LTD programPlan, you will also be entitled to receive the following in accordance with the payment provisions set forth in Paragraph 9(d)(iii) and subject to the provisions applicable performance or other criteria, as if you had continued to remain employed with Studio throughout such performance period. With respect to grants having time-based vesting criteria, the full amount of Paragraph 9(d)(v): such award will be eligible to vest. Vesting will be determined promptly following termination of employment. A ratable portion of the amount of each award that is eligible to vest will become vested by multiplying such amount by a fraction, the numerator of which is the sum of (i) Employer will pay your Accrued Compensation and Benefits; (ii) Employer will pay you a prorated Bonus for the year actual period of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed service in months through the date of your termination plus (ii) 50% of employment; the remaining Employment Term in months determined as of the date of termination (iii) all of your outstanding unvested options but in no event will vestthe numerator exceed the denominator), and all such options and all the denominator of your outstanding options which is the total performance period in months (for grants having performance-based vesting criteria) or the total vesting period in months (for grants having time-based vesting criteria) specified in the grant. To avoid any double-counting, any part of any equity-based compensation award that have previously has vested will remain exercisable for the greater of three years and the period provided for under in accordance with the terms of the applicable award agreementagreement shall be credited against any part of such award that you shall be entitled to receive or exercise pursuant to the determination set forth in the preceding sentence. The balance of such awards will be forfeited. Subject to this Paragraph 9.b and to the other terms and conditions of the grants, but in no event beyond their normal expiration date; (iv) all Options, stock appreciation rights and any similar equity-based awards will remain exercisable for the remaining term of your unvested and outstanding restricted stock and/or the grant. In the case of restricted stock units and any other type of equity awards that are then unvested and outstandingsubject to performance-based vesting criteria, in each case, except as of the date on which the Employment Term ends shall vest and be settled within ten (10) business days after your termination date; and (v) Employer will continue to provide you with life insurance coverage as otherwise set forth in Paragraph 5(b27, such awards will be settled on the seventieth (70th) until the end of the Original Employment Term or, if earlier, day after the date on which you that such awards become eligible for at least as much insurance coverage from a third party employer at vested. In the case of restricted stock units that are subject to time-based vesting criteria, such employer’s expenseawards will be settled within thirty (30) days following your termination of employment; provided, however, that Employer may decrease in the amount case of life insurance coverage it provides any restricted stock units that constitute deferred compensation (within the meaning of Section 409A), unless you so long as are disabled (within the amount meaning of Section 409A), then even though your rights to payment with respect to such coverage that it continues restricted stock units will become vested pursuant to provide, this Paragraph 9.b and the amount of such coverage provided payment will be determined as of the date your employment terminates pursuant to this Section 9.b, such amount will not be paid to you from a third party employer at such employer’s expense, aggregates at least until the amount set forth in Paragraph 5(b).earliest time permitted under Section 409A.

Incapacity. In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of one hundred eighty (180) 180 days during any two hundred seventy (270) 270 day period, the Board, at any time after such disability has continued for sixty (60) 60 consecutive days, may determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities be performed by another executive. In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first twenty-six (26) 26 weeks of absence in accordance with such program, which will be equal to your salarySalary, and the amount of such benefits will offset any salary Salary that otherwise would be paid to you pursuant to this Agreement. Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms. For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, or, if you do not become eligible to receive benefits under the LTD program, on the date following the sixth consecutive month in which you have not been able to substantially perform your duties hereunder (“Disability Termination Date”), and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer. Upon receipt of your Disability Termination Date, your benefits under the LTD program, you will also be entitled to receive the following in accordance with the payment provisions set forth in Paragraph 9(d)(iiiparagraph 10(d)(iii) and subject to the provisions of Paragraph 9(d)(vparagraph 10(d)(v): (i) Employer will pay your Accrued Compensation and BenefitsBenefits (as defined below in paragraph 10(d)(ii)); (ii) Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; (iii) all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable for the greater of three years and the period provided for under the terms of the applicable award agreement, but in no event beyond their normal expiration date; (iv) all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and be settled within ten (10) business days after your termination date; and (v) Employer will continue to provide pay the same premium amounts it was paying at the time of your termination in connection with providing you with life insurance coverage as set forth in Paragraph paragraph 5(b) ). Such payments of premiums will continue until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage as the coverage that was in effect at the time of your termination, from a third party employer at such employer’s expense; provided, however, that Employer may decrease the amount of premiums it pays towards life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, and combined with the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount of coverage that was in effect for you at the time of your termination as a result of Employer’s obligations as set forth in Paragraph paragraph 5(b).