Common use of Termination by Death or Disability Clause in Contracts

Termination by Death or Disability. (a) Should the Executive die during the term of employment, the Company shall be obligated to pay any salary and benefits to which the Executive may be entitled until the end of the bi-weekly payroll period in which the death occurs, and the Company shall pay to the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of the date of death. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving the Executive thirty (30) days’ notice. After the date of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of the date of termination. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement shall be determined by the Compensation Committee of the Board on the basis of (i) the Executive being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

Termination by Death or Disability. (a) Should If the Executive die during dies or becomes Disabled, as defined in Section 9(e), prior to the term expiration of employmentthe Employment Term, the Company Executive’s employment will terminate and the Executive, or in the case of death, the Executive’s beneficiary, or if none, the Executive’s estate, shall be obligated entitled to: (i) in the case of Disability, receive an amount equal to pay any salary and benefits to which twelve (12) months Base Salary payable through periodic payments with the Executive may be entitled until same frequency as the end Company’s payroll schedule or in the event of the bi-weekly payroll period in which the death occursExecutive’s death, and the Company shall pay receive an amount equal to twelve (12) months Base Salary following termination due to the Executive’s personal representatives amounts equal to death; (ii) in the case of Disability, continue participation in any health care and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive life plans for a period of twelve (12) months beginning as or in the event of the date of death. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving death, receive any health care benefits under the Executive thirty terms of the Employee Plans; and (30iii) days’ notice. After the date receive a pro rata portion of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to Bonus Award and LTPP Target Award Opportunity, if any, for the Company’s fiscal year during which the Executive’s death or Disability occurs (but not for any later years) payable at in accordance with the same time as then existing terms of such cash incentive compensation, which shall not be payable until the installments Compensation Committee has determined that any incentive targets have been achieved and the subsequent designated payout has arrived; and (iv) accelerated vesting of Base Salary theretofore regularly paid to the Executive any unvested deferred shares, restricted shares and stock options and exercise of any unexercised vested stock options for a period of twelve (12) months beginning as following termination due to the Executive’s death or Disability, and to the extent not awarded, the remaining tranches of the date Deferred Shares Award shall be awarded effective immediately prior to the termination of termination. In additionthe Executive’s employment and any unvested portions of each tranche of the Deferred Shares Award shall immediately vest and become nonforfeitable; provided, all outstanding granted equity awards held however, if the Executive also becomes entitled to receive benefits under a long-term disability plan (“LTD Plan”) now or hereafter paid for by the Executive Company, then the Executive’s disability benefits under Section 9(c)(i) (calculated on a monthly basis) shall become fully vested as be reduced by the amount of the date of benefits paid under such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement shall be determined by the Compensation Committee of the Board on the basis of (i) the Executive being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the CompanyLTD Plan.

Termination by Death or Disability. If the Employment Period is terminated due to Executive’s death or becoming Disabled, then Executive (aor his estate or beneficiary) Should the Executive die during the term of employment, the Company shall be obligated entitled to pay any salary and benefits receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)); (ii) an amount equal to the actual annual cash bonus amount to which the Executive may would be entitled until under Section 3(c) with respect to the end of the bi-weekly payroll period calendar year in which the death Termination Date occurs, and determined based on achievement of the Company performance objectives specified in Executive’s bonus plan for such year, as determined by the Board or the Compensation Committee in its sole discretion, which amount shall pay be prorated based on the actual number of days elapsed in such year prior to the Executive’s personal representatives amounts equal to and Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); (iii) payment in respect of any unused paid time off and sick pay of Executive in such amounts as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date); (iv) an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA for the period commencing on the Termination Date and ending on the earliest of (A) the date on which Executive’s COBRA period terminates or expires, (B) six (6) months after the Termination Date, and (C) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated prior to expiration of the period commencing on the Termination Date and ending on the earlier of (I) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company, and (II) six (6) months after the Termination Date (such period, the “Disability Severance Period”), then Executive shall be entitled to continue to receive an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) payable in monthly installments during the period commencing on the date of deathsuch termination or expiration and ending on the date on which the Disability Severance Period expires; (v) cause each stock option of Executive, to the extent that it shall not otherwise have become vested and exercisable, to automatically become fully and immediately vested and exercisable, without regard to any otherwise applicable vesting requirement; and (vi) cause each restricted stock or other equity-based award of Executive, to the extent that it shall not otherwise have become vested and exercisable, to automatically become fully and immediately vested and exercisable, without regard to any otherwise applicable vesting requirement, and all forfeiture and transfer restrictions thereon shall lapse. Notwithstanding the above, in the case of an equity-based incentive other than an option or stock appreciation right (e.g., a grant of performance-based shares) where such incentive was intended to qualify as performance-based compensation under Code Section 162(m), the forfeiture restrictions related to pre-established goals shall not lapse until the results of the related goals have been determined and certified by the Compensation Committee. In addition, all outstanding granted equity awards held by if the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed Employment Period is terminated due to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving becoming Disabled (but, for the avoidance of doubt, not due to his death), then Executive thirty (30or his estate or beneficiary) days’ notice. After shall be entitled to receive, during the date Disability Severance Period, continued installment payments of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to as in effect on the Executive for a period of twelve (12) months beginning as of the date of termination. In additionTermination Date, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement which shall be determined by payable over the Compensation Committee of Disability Severance Period in regular installments in accordance with the Board Company’s general payroll practices as in effect on the basis of (i) the Executive being unable to engage Termination Date, but in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not no event less frequently than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Companymonthly.

Termination by Death or Disability. If the Employment Period is terminated due to Executive’s death or becoming Disabled, then Executive (aor his estate or beneficiary) Should shall be entitled to receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period; (ii) payment in respect of any unused paid time off and sick pay of Executive die in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the term Employment Period, and reimbursement of employmentany business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Company shall be obligated to pay any salary Termination Date) and all other payments, benefits or fringe benefits to which the Executive may shall be entitled until under the end terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement; (iii) an amount equal to the bi-weekly payroll period actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the death Termination Date occurs, and determined based on achievement of the Company performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall pay be prorated based on the actual number of days elapsed in such year prior to the Executive’s personal representatives amounts equal to and Termination Date (payable at the same time as the installments of Base Salary theretofore regularly it would have been paid pursuant to Section 3(c)); and (iv) an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA for a the period commencing on the Termination Date and ending on the earliest of twelve (12A) the date on which Executive’s COBRA period terminates or expires, (B) six (6) months beginning as after the Termination Date, and (C) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated prior to expiration of the period commencing on the Termination Date and ending on the earlier of (I) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company, and (II) six (6) months after the Termination Date (such period, the “Disability Severance Period”), then Executive shall be entitled to continue to receive an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) payable in monthly installments during the period commencing on the date of deathsuch termination or expiration and ending on the date on which the Disability Severance Period expires. In addition, all outstanding granted equity awards held by if the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed Employment Period is terminated due to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving becoming Disabled (but, for the avoidance of doubt, not due to his death), then Executive thirty (30or his estate or beneficiary) days’ notice. After shall be entitled to receive, during the date Disability Severance Period, continued installment payments of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to as in effect on the Executive for a period of twelve (12) months beginning as of the date of termination. In additionTermination Date, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement which shall be determined by payable over the Compensation Committee of Disability Severance Period in regular installments in accordance with the Board Company’s general payroll practices as in effect on the basis of (i) the Executive being unable to engage Termination Date, but in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not no event less frequently than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Companymonthly.

Termination by Death or Disability. If the Employment Period is terminated due to Executive’s death or becoming Disabled, then Executive (aor his estate or beneficiary) Should the Executive die during the term of employment, the Company shall be obligated entitled to pay receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)); (ii) any salary and benefits bonus amounts under Section 3(c) to which the Executive may be is entitled until the end of the bi-weekly payroll period in which the death occurs, and the Company shall pay determined by reference to the Executive’s personal representatives amounts equal calendar year that ended on or prior to and the Termination Date (payable at the same time as it would have been paid pursuant to Section 3(c)): (iii) the installments greater of Base Salary theretofore regularly paid (A) the maximum bonus amount to which Executive would be entitled under Section 3(c) with respect to the Executive calendar year in which the Termination Date occurs, determined as if Executive, Holdings and the Subsidiaries have exceeded all of the performance objectives specified in Executive’s bonus plan for a period of twelve (12) months beginning such year, whether or not such objectives actually have been achieved as of the date Termination Date, which amounts shall be prorated based on the actual number of death. In additiondays elapsed in such year prior to the Termination Date, and (B) if Executive’s bonus plan has not been determined for the calendar year in which the Termination Date occurs, the maximum bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year that ended prior to the Termination Date, determined as if Executive, Holdings and the Subsidiaries have exceeded all outstanding granted equity awards held by of the Executive shall become fully vested performance objectives specified in Executive’s bonus plan for such year, whether or not such objectives actually have been achieved as of the date Termination Date, which amount shall be prorated based on the actual number of death, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability days elapsed in such year prior to the Executive under this Agreement. Termination Date (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disabilityin either case, the Company shall then have the right to terminate the Executive’s employment by giving the Executive thirty (30) days’ notice. After the date of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to and payable at the same time it would have been paid pursuant to Section 3(c)): (iv) payment in respect of any unused paid time off and sick pay of Executive in such amounts as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date); and (v) an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA for the period commencing on the Termination Date and ending on the earliest of (A) the date on which Executive’s COBRA period terminates or expires, (B) the date on which the Disability Severance Period expires, and (C) the date on which benefits have commenced under the Company’s long-term disability program, if any (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated prior to expiration of the Disability Severance Period, then Executive shall be entitled to receive a lump sum payment within fifteen (15) calendar days after written notice of such termination or expiration from Executive to the Board in an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) for the period commencing on the date of terminationsuch termination or expiration and ending on the date on which the Disability Severance Period expires. In addition, all outstanding granted equity awards held if the Employment Period is terminated due to Executive’s becoming Disabled (but, for the avoidance of doubt, not due to his death), then Executive (or his estate or beneficiary) shall be entitled to receive, during the period commencing on the Termination Date and ending on the earlier of (A) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Executive shall become fully vested Company, and (B) six (6) months after the Termination Date (such period, the “Disability Severance Period”), continued installment payments of Executive’s Base Salary as of in effect on the date of such terminationTermination Date, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement which shall be determined by payable over the Compensation Committee of Disability Severance Period in regular installments in accordance with the Board Company’s general payroll practices as in effect on the basis of (i) the Executive being unable to engage Termination Date, but in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not no event less frequently than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Companymonthly.

Termination by Death or Disability. If Executive’s employment is terminated due to Executive’s death or becoming Disabled, then Executive (aor her estate or beneficiary) Should shall be entitled to receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period; (ii) payment in respect of any unused paid time off and sick pay of Executive die in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the term Employment Period, and reimbursement of employmentany business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Company shall be obligated to pay any salary Termination Date) and all other payments, benefits or fringe benefits to which the Executive may shall be entitled until under the end terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement; (iii) an amount equal to the bi-weekly payroll period actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the death Termination Date occurs, and determined based on achievement of the Company performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall pay be prorated based on the actual number of days elapsed in such year prior to the Executive’s personal representatives amounts equal to and Termination Date (payable at the same time as the installments of Base Salary theretofore regularly it would have been paid pursuant to Section 3(c)); (iv) an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA for a the period commencing on the Termination Date and ending on the earliest of twelve (12A) the date on which Executive’s COBRA period terminates or expires, (B) six (6) months beginning as after the Termination Date, and (C) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated prior to expiration of the period commencing on the Termination Date and ending on the earlier of (I) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company, and (II) six (6) months after the Termination Date (such period, the “Disability Severance Period”), then Executive shall be entitled to continue to receive an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) payable in monthly installments during the period commencing on the date of deathsuch termination or expiration and ending on the date on which the Disability Severance Period expires; and (v) with respect to the 2021 Award, to the extent that it shall not otherwise have become vested, (A) the service-based vesting requirement shall be deemed satisfied; and (B) the 2021 Award will remain outstanding and eligible to vest based on actual achievement of the applicable performance conditions (with subjective performance criteria deemed to be achieved at target). In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the if Executive’s employment by giving the Executive thirty (30) days’ notice. After the date of termination, the Company shall pay is terminated due to the Executive or the Executive’s personal representatives amounts equal becoming Disabled (but, for the avoidance of doubt, not due to and payable at her death), then Executive (or her estate or beneficiary) shall be entitled to receive, during the same time as the installments Disability Severance Period, continued installment payments of Executive’s Base Salary theretofore regularly paid to as in effect on the Executive for a period of twelve (12) months beginning as of the date of termination. In additionTermination Date, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement which shall be determined by payable over the Compensation Committee of Disability Severance Period in regular installments in accordance with the Board Company’s general payroll practices as in effect on the basis of (i) the Executive being unable to engage Termination Date, but in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not no event less frequently than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Companymonthly.

Termination by Death or Disability. In consideration of Executive’s agreement to be bound by the restrictive covenants set forth in Section 7 of this Agreement, if the Term is terminated due to Executive’s death or becoming Disabled, then Executive (aor his estate or beneficiary) Should the Executive die during the term of employment, shall be entitled to: (i) payment from the Company shall be obligated to pay of Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)); (ii) payment from the Company of any salary and benefits bonus amounts under Section 3(c) to which the Executive may be is entitled until the end of the bi-weekly payroll period in which the death occurs, and the Company shall pay determined by reference to the Executive’s personal representatives amounts equal calendar year that ended on or prior to and the Termination Date (payable at the same time as it would have been paid pursuant to Section 3(c)); (iii) the installments greater of Base Salary theretofore regularly paid (A) the maximum bonus amount to which Executive would be entitled under Section 3(c) with respect to the Executive calendar year in which the Termination Date occurs, determined as if Executive, the Company and the Subsidiaries (as applicable) have exceeded all of the performance objectives and criteria specified in Executive’s bonus plan for a period of twelve (12) months beginning such year, whether or not such objectives actually have been achieved as of the date Termination Date, which amounts shall be prorated based on the actual number of death. In additiondays elapsed in such year prior to the Termination Date, and (B) if Executive’s bonus plan has not been determined for the calendar year in which the Termination Date occurs, the maximum bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year that ended prior to the Termination Date, determined as if Executive, the Company and the Subsidiaries (as applicable) have exceeded all outstanding granted equity awards held by of the Executive shall become fully vested performance objectives and criteria specified in Executive’s bonus plan for such year, whether or not such objectives actually have been achieved as of the date Termination Date, which amount shall be prorated based on the actual number of death, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability days elapsed in such year prior to the Executive under this Agreement. Termination Date (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disabilityin either case, the Company shall then have the right to terminate the Executive’s employment by giving the Executive thirty (30) days’ notice. After the date of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to and payable at the same time it would have been paid pursuant to Section 3(c); (iv) payment in respect of any unused paid time off and sick pay of Executive in such amounts as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Term, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date); and (v) payment from the Company of an amount equal to the cost of the premiums for continued participation in the Company’s group health, vision and dental plans for Executive and/or Executive’s dependents in accordance with COBRA for the period commencing on the Termination Date and ending on the earliest of (A) the date on which Executive’s COBRA period terminates or expires, (B) the date on which the Disability Severance Period expires, and (C) the date on which benefits have commenced under the Company’s long-term disability program, if any (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated prior to expiration of the Disability Severance Period, then Executive shall be entitled to receive a lump sum payment within fifteen (15) calendar days after written notice of such termination or expiration from Executive to the Board in an amount equal to the cost of the premiums for continued health, vision and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) for the period commencing on the date of terminationsuch termination or expiration and ending on the date on which the Disability Severance Period expires. In addition, all outstanding granted equity awards held if the Term is terminated due to Executive’s becoming Disabled (but, for the avoidance of doubt, not due to his death), then Executive (or his estate or beneficiary) shall be entitled to receive, during the period commencing on the Termination Date and ending on the earlier of (A) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Executive shall become fully vested Company, and (B) six (6) months after the Termination Date (such period, the “Disability Severance Period”), continued installment payments of Executive’s Base Salary as of in effect on the date of such terminationTermination Date, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement which shall be determined by payable over the Compensation Committee of Disability Severance Period in regular installments in accordance with the Board Company’s general payroll practices as in effect on the basis of (i) the Executive being unable to engage Termination Date, but in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not no event less frequently than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Companymonthly.

Termination by Death or Disability. If the Employment Period is terminated due to Executive’s death or becoming Disabled, then Executive (aor Executive’s estate or beneficiary) Should the Executive die during the term of employment, the Company shall be obligated entitled to pay any salary and benefits receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)); (ii) an amount equal to the actual annual cash bonus amount to which the Executive may would be entitled until under Section 3(b) with respect to the end of the bi-weekly payroll period calendar year in which the death Termination Date occurs, and determined based on achievement of the Company performance objectives specified in Executive’s bonus plan for such year, as determined by the Board or the Compensation Committee in its sole discretion, which amount shall pay be prorated based on the actual number of days elapsed in such year prior to the Executive’s personal representatives amounts equal to and Termination Date (payable at the same time it would have been paid pursuant to Section 3(b)); (iii) payment in respect of any unused paid time off and sick pay of Executive in such amounts as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date); (iv) an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA for the period commencing on the Termination Date and ending on the earliest of (A) the date on which Executive’s COBRA period terminates or expires, (B) six (6) months after the Termination Date, and (C) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated prior to expiration of the period commencing on the Termination Date and ending on the earlier of (I) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company, and (II) six (6) months after the Termination Date (such period, the “Disability Severance Period”), then Executive shall be entitled to continue to receive an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) payable in monthly installments during the period commencing on the date of deathsuch termination or expiration and ending on the date on which the Disability Severance Period expires; and (v) payment of the Annual Bonus under Section 3(b) for the prior year, to the extent not previously paid. In addition, all outstanding granted equity awards held by if the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed Employment Period is terminated due to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving becoming Disabled (but, for the Executive thirty (30) days’ notice. After the date avoidance of terminationdoubt, the Company shall pay not due to the Executive or the Executive’s personal representatives amounts equal death), then Executive (or Executive’s estate or beneficiary) shall be entitled to and payable at receive, during the same time as the installments Disability Severance Period, continued installment payments of Executive’s Base Salary theretofore regularly paid to as in effect on the Executive for a period of twelve (12) months beginning as of the date of termination. In additionTermination Date, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement which shall be determined by payable over the Compensation Committee of Disability Severance Period in regular installments in accordance with the Board Company’s general payroll practices as in effect on the basis of (i) the Executive being unable to engage Termination Date, but in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not no event less frequently than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Companymonthly.

Termination by Death or Disability. If the Employment Period is terminated due to Executive’s death or becoming Disabled, then Executive (aor Executive’s estate or beneficiary) Should the Executive die during the term of employment, the Company shall be obligated entitled to pay any salary and benefits receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)); (ii) an amount equal to the actual annual cash bonus amount to which the Executive may would be entitled until under Section 3(b) with respect to the end of the bi-weekly payroll period calendar year in which the death Termination Date occurs, and determined based on achievement of the Company performance objectives specified in Executive’s bonus plan for such year, as determined by the Board or the Compensation Committee in its sole discretion, which amount shall pay be prorated based on the actual number of days elapsed in such year prior to the Executive’s personal representatives amounts equal to and Termination Date (payable at the same time it would have been paid pursuant to Section 3(b)); (iii) payment in respect of any unused paid time off and sick pay of Executive in such amounts as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date); (iv) an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA for the period commencing on the Termination Date and ending on the earliest of (A) the date on which Executive’s COBRA period terminates or expires, (B) six (6) months after the Termination Date, and (C) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated prior to expiration of the period commencing on the Termination Date and ending on the earlier of (I) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company, and (II) six (6) months after the Termination Date (such period, the “Disability Severance Period”), then Executive shall be entitled to continue to receive an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) payable in monthly installments during the period commencing on the date of deathsuch termination or expiration and ending on the date on which the Disability Severance Period expires; and (v) payment of the Annual Bonus under Section 3(b) for the prior year, as well as the Cash Award under Section 3(c), to the extent not previously paid. In addition, all outstanding granted equity awards held by if the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed Employment Period is terminated due to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving becoming Disabled (but, for the Executive thirty (30) days’ notice. After the date avoidance of terminationdoubt, the Company shall pay not due to the Executive or the Executive’s personal representatives amounts equal death), then Executive (or Executive’s estate or beneficiary) shall be entitled to and payable at receive, during the same time as the installments Disability Severance Period, continued installment payments of Executive’s Base Salary theretofore regularly paid to as in effect on the Executive for a period of twelve (12) months beginning as of the date of termination. In additionTermination Date, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement which shall be determined by payable over the Compensation Committee of Disability Severance Period in regular installments in accordance with the Board Company’s general payroll practices as in effect on the basis of (i) the Executive being unable to engage Termination Date, but in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not no event less frequently than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Companymonthly.

Termination by Death or Disability. (a) a. Should the Executive die during the term of employment, the Company shall be obligated to pay any salary and benefits to which the Executive may be entitled until the end of the bi-weekly payroll period in which the death occurs, and the Company shall pay to the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of the date of death. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) b. Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving the Executive thirty (30) days’ notice. After the date of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of the date of termination. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement shall be determined by the Compensation Committee of or the Board on the basis of (i) the Executive being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

Termination by Death or Disability. If the Employment Period is terminated due to Executive’s death or becoming Disabled, then Executive (aor her estate or beneficiary) Should shall be entitled to receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period; (ii) payment in respect of any unused paid time off and sick pay of Executive die in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the term Employment Period, and reimbursement of employmentany business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Company shall be obligated to pay any salary Termination Date) and all other payments, benefits or fringe benefits to which the Executive may shall be entitled until under the end terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement; (iii) an amount equal to the bi-weekly payroll period actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the death Termination Date occurs, and determined based on achievement of the Company performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall pay be prorated based on the actual number of days elapsed in such year prior to the Executive’s personal representatives amounts equal to and Termination Date (payable at the same time as the installments of Base Salary theretofore regularly it would have been paid pursuant to Section 3(c)); and (iv) an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA for a the period commencing on the Termination Date and ending on the earliest of twelve (12A) the date on which Executive’s COBRA period terminates or expires, (B) six (6) months beginning as after the Termination Date, and (C) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated prior to expiration of the period commencing on the Termination Date and ending on the earlier of (I) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company, and (II) six (6) months after the Termination Date (such period, the “Disability Severance Period”), then Executive shall be entitled to continue to receive an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) payable in monthly installments during the period commencing on the date of deathsuch termination or expiration and ending on the date on which the Disability Severance Period expires. In addition, all outstanding granted equity awards held by if the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed Employment Period is terminated due to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving becoming Disabled (but, for the avoidance of doubt, not due to her death), then Executive thirty (30or her estate or beneficiary) days’ notice. After shall be entitled to receive, during the date Disability Severance Period, continued installment payments of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to as in effect on the Executive for a period of twelve (12) months beginning as of the date of termination. In additionTermination Date, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement which shall be determined by payable over the Compensation Committee of Disability Severance Period in regular installments in accordance with the Board Company’s general payroll practices as in effect on the basis of (i) the Executive being unable to engage Termination Date, but in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not no event less frequently than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Companymonthly.

Termination by Death or Disability. If Executive’s employment is terminated due to Executive’s death or becoming Disabled, then Executive (aor his estate or beneficiary) Should shall be entitled to receive: (i) unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a) or such earlier date required by law) and any accrued but unpaid cash bonus with respect to a completed performance period (payable within ten (10) business days of Executive’s Termination Date, or if later, the first date on which such payment may be made in accordance with Code Section 409A); (ii) payment in respect of any unused paid time off and sick pay of Executive die in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the term Employment Period, and reimbursement of employmentany business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Company shall be obligated to pay any salary Termination Date or such later date permitted under the Company’s policies) and all other payments, benefits or fringe benefits to which the Executive may shall be entitled until under the end terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement; (iii) an amount equal to the bi-weekly payroll period actual annual cash bonus amount (if any) to which Executive would be entitled under Section 3(b) with respect to the calendar year in which the death Termination Date occurs, determined based on achievement of the performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board and the Company Compensation Committee consistent with other senior executives of the Company, which amount shall pay be prorated based on the actual number of days elapsed in such year prior to the Executive’s personal representatives amounts equal to and Termination Date (payable at the same time as it would have been paid pursuant to Section 3(b)); (iv) COBRA Premium Payments for the installments period commencing on the COBRA Commencement Date and ending on the earliest of Base Salary theretofore regularly paid to (A) the Executive date on which health care continuation coverage for a period all of twelve Executive, his spouse and his eligible dependents terminates or expires, (12B) six (6) months beginning as after the Termination Date and (C) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company (payable in monthly installments during and concurrently with such period); provided that if Executive’s COBRA period is terminated prior to expiration of the period commencing on the COBRA Commencement Date and ending on the earlier of (I) six (6) months after the Termination Date and (II) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company (such period, the “Disability Severance Period”), then Executive shall be entitled to receive COBRA Premium Payments during the period commencing on the date of deathsuch termination or expiration and ending on the date on which the Disability Severance Period expires (assuming such continued insurance coverage remained available at the same monthly cost) (payable in monthly installments during and concurrently with such period); and (v) a pro-rata portion of outstanding PSUs determined based on the actual number of days elapsed during the applicable performance period on or before the Termination Date shall remain outstanding and eligible to vest at the end of the applicable performance period based on actual achievement of the applicable performance conditions. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the if Executive’s employment by giving the Executive thirty (30) days’ notice. After the date of termination, the Company shall pay is terminated due to the Executive or the Executive’s personal representatives amounts equal becoming Disabled (but, for the avoidance of doubt, not due to and payable at his death), then Executive (or his estate or beneficiary) shall be entitled to receive, during the same time as the installments Disability Severance Period, continued installment payments of Executive’s Base Salary theretofore regularly paid to as in effect on the Executive for a period of twelve (12) months beginning as of the date of termination. In additionTermination Date, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement which shall be determined by payable over such period in regular installments in accordance with the Compensation Committee of the Board Company’s general payroll practices as in effect on the basis of (i) the Executive being unable to engage Termination Date, but in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not no event less frequently than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Companymonthly.

Termination by Death or Disability. In consideration of Executive’s agreement to be bound by the restrictive covenants set forth in Section 7 of this Agreement, if the Term is terminated due to Executive’s death or becoming Disabled, then Executive (aor his estate or beneficiary) Should the Executive die during the term of employment, shall be entitled to: (i) payment from the Company shall be obligated to pay of Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)); (ii) payment from the Company of any salary and benefits bonus amounts under Section 3(c) to which the Executive may be is entitled until the end of the bi-weekly payroll period in which the death occurs, and the Company shall pay determined by reference to the Executive’s personal representatives amounts equal calendar year that ended on or prior to and the Termination Date (payable at the same time as it would have been paid pursuant to Section 3(c)); (iii) the installments greater of Base Salary theretofore regularly paid (A) the maximum bonus amount to which Executive would be entitled under Section 3(c) with respect to the Executive calendar year in which the Termination Date occurs, determined as if Executive, the Company and the Subsidiaries (as applicable) have exceeded all of the performance objectives and criteria specified in Executive’s bonus plan for a period of twelve (12) months beginning such year, whether or not such objectives actually have been achieved as of the date Termination Date, which amounts shall be prorated based on the actual number of death. In additiondays elapsed in such year prior to the Termination Date, and (B) if Executive’s bonus plan has not been determined for the calendar year in which the Termination Date occurs, the maximum bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year that ended prior to the Termination Date, determined as if Executive, the Company and the Subsidiaries (as applicable) have exceeded all outstanding granted equity awards held by of the Executive shall become fully vested performance objectives and criteria specified in Executive’s bonus plan for such year, whether or not such objectives actually have been achieved as of the date Termination Date, which amount shall be prorated based on the actual number of death, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability days elapsed in such year prior to the Executive under this Agreement. Termination Date (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disabilityin either case, the Company shall then have the right to terminate the Executive’s employment by giving the Executive thirty (30) days’ notice. After the date of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to and payable at the same time it would have been paid pursuant to Section 3(c); (iv) payment in respect of any unused paid time off and sick pay of Executive in such amounts as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Term, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date); and (v) payment from the Company of an amount equal to the cost of the premiums for continued participation in the Company’s group health, vision and dental plans for Executive and/or Executive’s dependents in accordance with COBRA for the period commencing on the Termination Date and ending on the earliest of (A) the date on which Executive’s COBRA period terminates or expires, (B) the date on which the Disability Severance Period expires, and (C) the date on which benefits have commenced under the Company’s long-term disability program, if any (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated prior to expiration of the Disability Severance Period, then Executive shall be entitled to receive a lump sum payment within fifteen (15) calendar days after written notice of such termination or expiration from Executive to the Board in an amount equal to the cost of the premiums for continued health, vision and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) for the period commencing on the date of terminationsuch termination or expiration and ending on the date on which the Disability Severance Period expires. In addition, all outstanding granted equity awards held if the Term is terminated due to Executive’s becoming Disabled (but, for the avoidance of doubt, not due to his death), then Executive (or his estate or beneficiary) shall be entitled to receive, during the period commencing on the Termination Date and ending on the earlier of (A) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Executive shall become fully vested Company, and (B) six (6) months after the Termination Date (such period , the “Disability Severance Period”), continued installment payments of Executive’s Base Salary as of in effect on the date of such terminationTermination Date, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement which shall be determined by payable over the Compensation Committee of Disability Severance Period in regular installments in accordance with the Board Company’s general payroll practices as in effect on the basis of (i) the Executive being unable to engage Termination Date, but in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not no event less frequently than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Companymonthly.

Termination by Death or Disability. If the Employment Period is terminated due to Executive’s death or becoming Disabled, then Executive (aor Executive’s estate or beneficiary) Should the Executive die during the term of employment, the Company shall be obligated entitled to pay any salary and benefits receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)); (ii) an amount equal to the actual annual cash bonus amount to which the Executive may would be entitled until under Section 3(b) with respect to the end of the bi-weekly payroll period calendar year in which the death Termination Date occurs, and determined based on achievement of the Company performance objectives specified in Executive’s bonus plan for such year, as determined by the Board or the Compensation Committee in its sole discretion, which amount shall pay be prorated based on the actual number of days elapsed in such year prior to the Executive’s personal representatives amounts equal to and Termination Date (payable at the same time it would have been paid pursuant to Section 3(b)); (iii) payment in respect of any unused paid time off and sick pay of Executive in such amounts as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning have accrued as of the date Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of death. In addition, all outstanding granted equity awards held any business expenses incurred by the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has but not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability reimbursed prior to the Executive Termination Date in accordance with and reimbursable under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving the Executive thirty (30) days’ notice. After the date of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of the date of termination. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement shall be determined by the Compensation Committee of the Board on the basis of (i) the Executive being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees terms of the Company.’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date); and (iv) an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA for the period commencing on the Termination Date and ending on the earliest of (A) the date on which Executive’s COBRA period terminates or expires, (B) six (6) months after the Termination Date, and (C) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated prior to expiration of the period commencing on the Termination Date and ending on the earlier of (I) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company, and (II) six

Termination by Death or Disability. (a) Should Upon the Executive die during the term termination of employment, the Company shall be obligated to pay any salary and benefits to which the Executive may be entitled until the end of the bi-weekly payroll period in which the death occurs, and the Company shall pay to the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of the date of death. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving the Executive thirty (30) days’ notice. After the date reason of terminationhis death or Disability, the Company shall pay to Executive (or to the Executive or personal representatives of his estate) within thirty (30) days after the termination of employment date a lump sum amount equal to the sum of Executive’s personal representatives amounts equal to earned but unpaid Base Salary, Annual Bonus and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning other compensation as of the date of termination; his accrued vacation; and any accrued but unreimbursed expenses required to be reimbursed under this Agreement (the “Accrued Amounts”), and the Company shall provide to Executive any vested benefits or entitlements under any applicable Company benefit or compensation plan, program, policy or arrangement (the “Vested Benefits”). In addition, (i) all outstanding granted equity of Executive’s unvested Time-Based Equity Incentive (and any other unvested stock incentive awards held by Executive that vest solely on account of the passage of time) will become immediately vested, payable and exercisable, (ii) contingent upon the level of performance goal attainment for the Performance Year ending within the calendar year in which Executive’s employment terminates, Executive shall vest in a pro-rata portion of the Performance-Based Equity Incentive in which the Executive would have become vested had his employment not terminated during that calendar year, and (iii) contingent upon the level of performance goal attainment for the Performance Year ending within the calendar year in which Executive’s employment terminates, Executive shall become fully vested as be paid in a single lump sum a pro-rata portion of the date Annual Bonus that Executive would have earned had his employment not terminated during that calendar year. For purposes of such terminationclauses (ii) and (iii) above, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement pro-ration shall be determined based on the number of days that have elapsed from the first day of the calendar year to Executive’s termination of employment date. The lump-sum pro-rata Annual Bonus payment (described in clause (iii) above), if any, shall be paid by the Compensation Company to Executive within thirty (30) days following the final review by the Audit Committee of the Board on the basis of (i) the Executive being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company’s audited financial statements for the Performance Year, and shall be paid in the fiscal year immediately following the Performance Year.

Termination by Death or Disability. (a) Should the Executive die during the term of employment, the Company shall be obligated to pay any salary and benefits to which the Executive may be entitled until the end of the bi-weekly payroll period in which the death occurs, and the Company shall pay to the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of the date of death. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving the Executive thirty (30) days’ notice. After the date of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of the date of termination. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement shall be determined by the Compensation Committee of the Board on the basis of (i) the Executive being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and or health plan covering employees of the Company.

Termination by Death or Disability. (a) Should the Executive die during the term If your service terminates because of employmentyour death or Disability, the Company shall be obligated to pay any salary and benefits to which the Executive may be entitled until the end of the bi-weekly payroll period in which the death occurs, and the Company shall pay to the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of the date of death. In addition, all outstanding granted equity awards held by the Executive shall then your unvested RSUs will become fully vested as of the your date of deathtermination. For purposes of this Agreement, with the term “Disability” shall have the meanings assigned to such term in any granted performance equity awards whose performance period has applicable Company severance plan in which you are an eligible employee, or in the absence of such a severance plan, then it shall have the meanings assigned to such term in the Plan. Forfeiture of Unvested RSUs Except as provided in this Agreement, in the event that your service terminates for any reason other than death or Disability or you have a Change in Control Termination, you will forfeit to the Company all of the RSUs subject to this grant that have not yet been fully completed to be deemed vested. Recoupment Policy If it is determined by the Board that your gross negligence, intentional misconduct or fraud caused or partially caused the Company to have satisfied to restate all or a portion of its performance conditions at financial statements, the target level. The Company shall have no further liability Board, in its sole discretion, may, to the Executive extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any RSUs delivered to you pursuant to this Agreement or to effect the cancellation of unvested RSUs. In addition, you agree that you will be subject to any compensation clawback and recoupment policies that may be applicable to you as an employee of the Company, as in effect from time to time and as approved by the Board, whether or not approved before or after the Grant Date. Withholding Taxes You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the issuance of Shares acquired under this Agreement. (b) Should grant. In the Executive be unable event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to perform substantially all duties the issuing of employment required under Shares arising from this Agreement for 90 consecutive days because of a physical or mental disabilitygrant, the Company shall then have the right to: (i) require such payments from you, (ii) withhold such amounts from other payments due to terminate the Executive’s employment by giving the Executive thirty (30) days’ notice. After the date of termination, you from the Company shall pay or any Affiliate, or (iii) withhold Shares otherwise payable to you pursuant to this Agreement in an amount equal to the Executive withholding or other taxes due. Retention Rights This Agreement does not give you the Executive’s personal representatives amounts equal right to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of the date of termination. In addition, all outstanding granted equity awards held be retained by the Executive shall become fully vested as of Company (or any parent, Subsidiaries or Affiliates) in any capacity. Furthermore, nothing in the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under Plan or this Agreement shall be determined by construed to limit the Compensation Committee discretion of the Board on Company to terminate your service with the basis of (i) the Executive being unable to engage in Company at any substantial gainful activity by reason of any medically determinable physical time, with or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Companywithout Cause.