Common use of Termination by the Company for Disability Clause in Contracts

Termination by the Company for Disability. If Executive’s employment is terminated by the Company for Disability, the Company shall pay Executive: (i) the Accrued Compensation; (ii) an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end of such fiscal year, which amount, determined based on actual performance for such year relative to the performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the Company shall pay Executive for twenty-four (24) consecutive months thereafter regular payments in the amount, if any, by which Executive’s monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination on the same basis as active employees, which such period shall run concurrently with the COBRA period; provided, however, that (x) the Company may instead, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”).

Termination by the Company for Disability. If If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company for DisabilityDisability pursuant to Section 4(c), then the Company Executive shall pay Executivebe entitled to the following subject to Section 6: (i) The Company shall pay the Accrued CompensationExecutive any accrued but unpaid Bonus earned for the relevant bonus year, including any pro rata portion thereof earned as of the Termination Date (which payment shall be made at the time all other bonuses are paid pursuant to the Company’s Bonus Program); (ii) Subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall continue to contribute to the premium cost of the Executive’s participation and that of his eligible dependents’ in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months, provided (x) the Executive pay the remainder of the premium cost of such participation by payroll deduction (if any), (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such twelve-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of his eligible dependents’ participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect Company’s portion of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end monthly cost of providing such fiscal year, which amount, determined based on actual performance benefits under its group health plan for such year relative to the performance goals applicable to Executive period; and (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (Aiii) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the The Company shall pay the Executive for severance in an amount equal to one times the Base Salary at the rate in effect on the Termination Date in twenty-four (24) consecutive months thereafter regular payments equal installments (totaling twelve months) as set forth in the amountSection 6, if any, by which Executive’s monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination on the same basis as active employees, which such period shall run concurrently with the COBRA period; provided, however, that (x) the Company may insteadshall deduct from such severance any earned income (other than passive investment income) or disability payments received by Executive during such twelve-month period, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if and as to which Executive covenants to report to the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by income on a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”)bi-weekly basis.

Termination by the Company for Disability. If Executive’s employment is terminated by the Company for Disability, the Company shall pay Executive: (i) the Accrued Compensation; (ii) an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end of such fiscal year, which amount, determined based on actual performance for such year relative to the performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated senior executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the Company shall pay Executive for twenty-four (24) consecutive months thereafter regular payments in the amount, if any, amount by which Executive’s the monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic or life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course)termination, for twenty-four two (242) months years following such termination on the same basis as active employees, which such two year period shall run concurrently with the COBRA period; provided, however, that (x) the Company may instead, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the which coverage provided hereunder shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible; provided, and it shall be however, the obligation of Executive parties agree to inform cooperate such that the Company if Executive becomes eligible for such subsequent continued coverage (is, to the “Benefits Continuation”)extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company.

Termination by the Company for Disability. If Executive’s employment is terminated by the Company for Disability, the Company shall pay Executive: (i) the Accrued Compensation; (ii) an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end of such fiscal year, which amount, determined based on actual performance for such year relative to the performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated senior executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the Company shall pay Executive for twenty-four (24) consecutive months thereafter regular payments in the amount, if any, amount by which Executive’s monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination on the same basis as active employees, which such twenty-four month period shall run concurrently with the COBRA period; provided, however, that (x) the Company may instead, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”).

Termination by the Company for Disability. If If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company for DisabilityDisability pursuant to Section 4(c), then the Executive shall be entitled to the following subject to Section 6: (i) If a Bonus Program is in existence, the Company shall pay Executive: (i) the Accrued CompensationExecutive a Pro-Rata Bonus; (ii) Subject to the timely election of continuation coverage under COBRA, the Company shall continue to contribute to the premium cost of the Executive’s participation and that of his eligible dependents in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of 12 months; provided (x) the Executive pays the remainder of the premium cost of such participation by payroll deduction (if any); (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such 12-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Act or Section 105(h) of the Code, the Company-paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of his eligible dependents participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect Company’s portion of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end monthly cost of providing such fiscal year, which amount, determined based on actual performance benefits under its group health plan for such year relative to the performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the Company shall pay Executive for twenty-four (24) consecutive months thereafter regular payments in the amount, if any, by which Executive’s monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; andperiod; (iii) continued coverage for The Company shall pay the Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy severance in which Executive was eligible an amount equal to participate as of one times the time of Executive’s employment termination (as may be amended or replaced by Base Salary at the Company from time to time rate in the ordinary course), for twenty-four (24) months following such termination effect on the same basis Termination Date in 24 equal installments (totaling twelve months) as active employees, which such period shall run concurrently with the COBRA periodset forth in Section 6; provided, however, that (x) the Company may insteadshall deduct from such severance any earned income (other than passive investment income) or disability payments received by Executive during such 12-month period, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if and as to which Executive covenants to report to the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by income on a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”)bi-weekly basis.

Termination by the Company for Disability. If Executive’s employment is terminated by the Company for Disability, the Company shall pay or provide to Executive: (i) the Accrued Compensation; (ii) an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end of such fiscal year, which amount, determined based on the Company’s actual performance for such year relative to the performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice)Executive, shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision or life insurance program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination, for two (2) years following such termination on terms no less favorable to Executive and Executive’s dependents (including with respect to payment for the costs thereof) than those in effect immediately prior to such termination, which coverage shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible. After such two-year period, Executive and Executive’s dependents who are qualified beneficiaries shall be entitled, at Executive’s election and cost, to eighteen (18) months of continuation coverage at COBRA rates. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the Company shall pay Executive for twenty-four (24) consecutive months thereafter regular payments in the amount, if any, amount by which Executive’s the monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination on the same basis as active employees, which such period shall run concurrently with the COBRA period; provided, however, that (x) the Company may instead, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”).

Termination by the Company for Disability. If If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company for DisabilityDisability pursuant to Section 4(c), then the Executive shall be entitled to the following subject to Section 6: If a Bonus Program is in existence, the Company shall pay the Executive a Pro-Rata Bonus; Subject to the timely election of continuation coverage under COBRA, the Company shall continue to contribute to the premium cost of the Executive: ’s participation and that of his eligible dependents in the Company’s group health plan (ito the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of 12 months; provided (x) the Accrued Compensation; Executive pays the remainder of the premium cost of such participation by payroll deduction (iiif any); (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such 12-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Act or Section 105(h) of the Code, the Company-paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of his eligible dependents participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect Company’s portion of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end monthly cost of providing such fiscal year, which amount, determined based on actual performance benefits under its group health plan for such year relative to the performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the period; The Company shall pay the Executive for twenty-four (24) consecutive months thereafter regular payments severance in an amount equal to one times the amount, if any, by which Executive’s monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy at the rate in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination effect on the same basis Termination Date in 24 equal installments (totaling twelve months) as active employees, which such period shall run concurrently with the COBRA periodset forth in Section 6; provided, however, that (x) the Company may insteadshall deduct from such severance any earned income (other than passive investment income) or disability payments received by Executive during such 12-month period, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if and as to which Executive covenants to report to the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by income on a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”)bi-weekly basis.

Termination by the Company for Disability. If Executive’s employment is terminated by the Company for Disability, the Company shall pay or provide to Executive: (i) i. the Accrued Compensation; (ii) . an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end of such fiscal year, which amount, determined based on the Company’s actual performance for such year relative to the performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated senior executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants; iii. accelerated vesting and non-forfeitability, as of the termination date, of the Initial RSUs; and iv. continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision or life insurance program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination, for two (2) years following such termination on terms no less favorable to Executive and Executive’s dependents (including with respect to payment for the costs thereof) than those in effect immediately prior to such termination, which coverage shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible. After such two-year period, Executive and Executive’s dependents who are qualified beneficiaries shall be entitled, at Executive’s election and cost, to eighteen (18) months of continuation coverage at COBRA rates. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the Company shall pay Executive for twenty-four (24) consecutive months thereafter regular payments in the amount, if any, amount by which Executive’s the monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination on the same basis as active employees, which such period shall run concurrently with the COBRA period; provided, however, that (x) the Company may instead, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”).

Termination by the Company for Disability. If Executive’s employment is terminated by the Company for Disability, the Company shall pay Executive: (i) the Accrued Compensation; (ii) an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end of such fiscal year, which amount, determined based on actual performance for such year relative to the performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated senior executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the Company shall pay Executive for twenty-four (24) consecutive months thereafter regular payments in the amount, if any, amount by which Executive’s the monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course)termination, for twenty-four (24) months following such termination on the same basis as active employees, which such twenty-four-month period shall run concurrently with the COBRA period; provided, however, that (x) the Company may instead, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the which coverage provided hereunder shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible; provided, and it shall be however, the obligation of Executive parties agree to inform cooperate such that the Company if Executive becomes eligible for such subsequent continued coverage (is, to the “Benefits Continuation”)extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company.

Termination by the Company for Disability. If Executive’s employment is terminated by the Company for Disability, the Company shall pay Executive:be entitled to the benefits provided in this Section 8(b): (i) the Accrued Compensation; (ii) an amount equal to the product of (A) the Incentive Compensation that Executive would have been entitled to receive in respect of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end of such fiscal year, which amount, amount shall be determined based on the Company’s actual performance for such year relative to the Company performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied either to either similarly situated senior executives of the Company generally for the applicable performance period or in accordance with the Company’s historical past practice), shall be multiplied by and (B) a fraction (Ax) the numerator of which is the number of days in such fiscal year through the termination date and (By) the denominator of which is 365 365; such amount (the “Pro-Rata Bonus”) and shall be payable in a cash lump sum payment at the time such bonus or annual incentive awards are payable to other participantsparticipants (but no later than March 15 of the following calendar year); (iii) continued vesting, non forfeitability and exercisability, as of the date of Disability, of the Initial Stock Options and the Initial RSUs as provided for in the equity incentive plan or plans pursuant to which the Initial Stock Options and Initial RSUs were granted; and (iv) the Company shall provide Executive and Executive’s dependents with continued coverage under any health, medical, dental, vision or life insurance program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination, for two (2) years following such termination on terms no less favorable to Executive and Executive’s dependents (including with respect to payment for the costs thereof) than those in effect immediately prior to such termination, which coverage shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible. After such two-year period, Executive and Executive’s dependents who are qualified beneficiaries shall be entitled, at Executive’s election and cost, to eighteen (18) months of continuation coverage at COBRA rates. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the Company shall pay Executive for twenty-four (24) consecutive months thereafter regular payments in the amount, if any, amount by which Executive’s the monthly Base Salary exceeds Executive’s Company-provided monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination on the same basis as active employees, which such period shall run concurrently with the COBRA period; provided, however, that (x) the Company may instead, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”).

Termination by the Company for Disability. If the Executive’s employment is terminated by the Company for DisabilityDisability pursuant to Section 4(b), then the Company Executive shall pay Executivebe entitled to the following subject to Section 6: (i) The Company shall pay the Accrued CompensationExecutive any accrued but unpaid Bonus earned for the relevant performance period, including any pro rata portion thereof earned as of the Termination Date (which payment shall be made at the time all other bonuses are paid pursuant to the Company’s Bonus Program); (ii) Subject to the timely election of continuation coverage under the COBRA, the Company shall continue to contribute to the premium cost of the Executive’s participation and that of his eligible dependents’ in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months, provided (x) the Executive pay the remainder of the premium cost of such participation by payroll deduction (if any), (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such twelve-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Act or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of his eligible dependents’ participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect Company’s portion of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end monthly cost of providing such fiscal year, which amount, determined based on actual performance benefits under its group health plan for such year relative to the performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the Company shall pay Executive for twenty-four (24) consecutive months thereafter regular payments in the amount, if any, by which Executive’s monthly Base Salary exceeds Executive’s monthly Disability insurance benefitperiod; and (iii) continued coverage for The Company shall pay the Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy severance in which Executive was eligible an amount equal to participate as of one times the time of Executive’s employment termination (as may be amended or replaced by Base Salary at the Company from time to time rate in effect on the ordinary course), for Termination Date in twenty-four (24) months following such termination on the same basis as active employees, which such period shall run concurrently with the COBRA period; provided, however, that (x) the Company may instead, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”).four

Termination by the Company for Disability. If If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company for DisabilityDisability pursuant to Section 4(c), then the Company Executive shall pay Executivebe entitled to the following subject to Section 6: (i) Subject to the Accrued Compensation; timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (ii“COBRA”), the Company shall continue to contribute to the premium cost of the Executive’s participation and that of her eligible dependents’ in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months, provided (x) the Executive pay the remainder of the premium cost of such participation by payroll deduction (if any), (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such twelve-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of her eligible dependents’ participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect Company’s portion of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end monthly cost of providing such fiscal year, which amount, determined based on actual performance benefits under its group health plan for such year relative to the performance goals applicable to Executive period; and (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (Aii) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the The Company shall pay the Executive for severance in an amount equal to one times the Base Salary at the rate in effect on the Termination Date in twenty-four (24) consecutive months thereafter regular payments equal installments (totaling twelve months) as set forth in the amountSection 6, if any, by which Executive’s monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination on the same basis as active employees, which such period shall run concurrently with the COBRA period; provided, however, that (x) the Company may insteadshall deduct from such severance any earned income (other than passive investment income) or disability payments received by Executive during such twelve-month period, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if and as to which Executive covenants to report to the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by income on a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”)bi-weekly basis.

Termination by the Company for Disability. If Executive’s employment is terminated by the Company for Disability, the Company shall pay or provide to Executive: (i) i. the Accrued Compensation; (ii) . an amount equal to the Incentive Compensation incentive compensation that Executive would have been entitled to receive in respect of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end of such fiscal year, which amount, determined based on the Company’s actual performance for such year relative to the performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated senior executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants; iii. accelerated vesting and non-forfeitability, as of the termination date, of the Initial RSUs; and iv. continued coverage for Executive and Executive’s spouse and dependents under any health, medical, dental, vision or life insurance program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination, for two (2) years following such termination on terms no less favorable to Executive and Executive’s spouse and dependents (including with respect to payment for the costs thereof) than those in effect immediately prior to such termination, which such two year period shall run concurrently with the COBRA period, and which coverage shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the Company shall pay Executive for twenty-four (24) consecutive months thereafter regular payments in the amount, if any, amount by which Executive’s the monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination on the same basis as active employees, which such period shall run concurrently with the COBRA period; provided, however, that (x) the Company may instead, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”).

Termination by the Company for Disability. If If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company for DisabilityDisability pursuant to Section 4(c), then the Executive shall be entitled to the following subject to Section 6: (i) If a Bonus Program is in existence, the Company shall pay Executive: (i) the Accrued CompensationExecutive a Pro-Rata Bonus; (ii) Subject to the timely election of continuation coverage under COBRA, the Company shall continue to contribute to the premium cost of the Executive’s participation and that of his eligible dependents’ in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months, provided (x) the Executive pays the remainder of the premium cost of such participation by payroll deduction (if any), (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such twelve-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Act or Section 105(h) of the Code, the Company-paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of his eligible dependents’ participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect Company’s portion of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end monthly cost of providing such fiscal year, which amount, determined based on actual performance benefits under its group health plan for such year relative to the performance goals applicable to Executive period; (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (Aiii) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the The Company shall pay the Executive for severance in an amount equal to one times the Base Salary at the rate in effect on the Termination Date in twenty-four (24) consecutive months thereafter regular payments equal installments (totaling twelve months) as set forth in the amountSection 6, if any, by which Executive’s monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination on the same basis as active employees, which such period shall run concurrently with the COBRA period; provided, however, that (x) the Company may insteadshall deduct from such severance any earned income (other than passive investment income) or disability payments received by Executive during such twelve-month period, in its discretion, provide substantially similar benefits or payment outside and as to which Executive covenants to report to the Company such income on a bi-weekly basis; and (iv) The Pro Rata Portion of the Company’s benefit plans if Restricted Stock subject to the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder Initial Restricted Stock Award shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligiblevest, and it if Executive’s Disability occurs as a result of his traveling in the course and scope of performing his duties under this Agreement, then all of Executive’s then-unvested equity-based awards (including the Initial Restricted Stock Award) shall be vest in full as of the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”)Termination Date.

Termination by the Company for Disability. If If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company for DisabilityDisability pursuant to Section 4(c), then the Executive shall be entitled to the following subject to Section 6: 502470188v.1 (i) If a Bonus Program is in existence, the Company shall pay Executive: (i) the Accrued CompensationExecutive a Pro-Rata Bonus; (ii) Subject to the timely election of continuation coverage under COBRA, the Company shall continue to contribute to the premium cost of the Executive’s participation and that of his eligible dependents in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of 12 months; provided (x) the Executive pays the remainder of the premium cost of such participation by payroll deduction (if any); (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such 12-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Act or Section 105(h) of the Code, the Company-paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of his eligible dependents participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect Company’s portion of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end monthly cost of providing such fiscal year, which amount, determined based on actual performance benefits under its group health plan for such year relative to the performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the Company shall pay Executive for twenty-four (24) consecutive months thereafter regular payments in the amount, if any, by which Executive’s monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; andperiod; (iii) continued coverage for The Company shall pay the Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy severance in which Executive was eligible an amount equal to participate as of one times the time of Executive’s employment termination (as may be amended or replaced by Base Salary at the Company from time to time rate in the ordinary course), for twenty-four (24) months following such termination effect on the same basis Termination Date in 24 equal installments (totaling twelve months) as active employees, which such period shall run concurrently with the COBRA periodset forth in Section 6; provided, however, that (x) the Company may insteadshall deduct from such severance any earned income (other than passive investment income) or disability payments received by Executive during such 12-month period, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if and as to which Executive covenants to report to the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by income on a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”)bi-weekly basis.

Termination by the Company for Disability. If If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company for DisabilityDisability pursuant to Section 4(c), then the Company Executive shall pay Executivebe entitled to the following subject to Section 6: (i) The Company shall pay the Accrued CompensationExecutive any accrued but unpaid Bonus earned for the relevant bonus year, including any pro rata portion thereof earned as of the Termination Date (which payment shall be made at the time all other bonuses are paid pursuant to the Company’s Bonus Program); (ii) Subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall continue to contribute to the premium cost of the Executive’s participation and that of his eligible dependents’ in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months, provided (x) the Executive pay the remainder of the premium cost of such participation by payroll deduction (if any), (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such twelve-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the -5- Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of his eligible dependents’ participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect Company’s portion of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end monthly cost of providing such fiscal year, which amount, determined based on actual performance benefits under its group health plan for such year relative to the performance goals applicable to Executive period; and (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (Aiii) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the The Company shall pay the Executive for severance in an amount equal to one times the Base Salary at the rate in effect on the Termination Date in twenty-four (24) consecutive months thereafter regular payments equal installments (totaling twelve months) as set forth in the amountSection 6, if any, by which Executive’s monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination on the same basis as active employees, which such period shall run concurrently with the COBRA period; provided, however, that (x) the Company may insteadshall deduct from such severance any earned income (other than passive investment income) or disability payments received by Executive during such twelve-month period, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if and as to which Executive covenants to report to the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by income on a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”)bi-weekly basis.

Termination by the Company for Disability. If If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company for DisabilityDisability pursuant to Section 4(c), then the Company Executive shall pay Executivebe entitled to the following subject to Section 6: (i) The Company shall pay the Accrued CompensationExecutive any accrued but unpaid Bonus earned for the relevant bonus year, including any pro rata portion thereof earned as of the Termination Date (which payment shall be made at the time all other bonuses are paid pursuant to the Company’s Bonus Program); (ii) Subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall continue to contribute to the premium cost of the Executive’s participation and that of her/his eligible dependents’ in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months, provided (x) the Executive pay the remainder of the premium cost of such participation by payroll deduction (if any), (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such twelve-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of her/his eligible dependents’ participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect Company’s portion of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end monthly cost of providing such fiscal year, which amount, determined based on actual performance benefits under its group health plan for such year relative to the performance goals applicable to Executive period; and (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (Aiii) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the The Company shall pay the Executive for severance in an amount equal to one times the Base Salary at the rate in effect on the Termination Date in twenty-four (24) consecutive months thereafter regular payments equal installments (totaling twelve months) as set forth in the amountSection 6, if any, by which Executive’s monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination on the same basis as active employees, which such period shall run concurrently with the COBRA period; provided, however, that (x) the Company may insteadshall deduct from such severance any earned income (other than passive investment income) or disability payments received by Executive during such twelve-month period, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if and as to which Executive covenants to report to the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by income on a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”)bi-weekly basis.

Termination by the Company for Disability. If Executive’s 's employment is terminated by the Company for Disability, the Company shall pay Executive: (i) the Accrued Compensation; (ii) an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect of the fiscal year in which Executive’s 's termination date occurs, had Executive continued in employment until the end of such fiscal year, which amount, determined based on actual performance for such year relative to the performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated senior executives of the Company generally or in accordance with the Company’s 's historical past practice), shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “"Pro-Rata Bonus”") and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s 's Disability (irrespective of any termination of employment related thereto), the Company shall pay Executive for twenty-four (24) consecutive months thereafter regular payments in the amount, if any, amount by which Executive’s monthly Base Salary exceeds Executive’s 's monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s 's dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s 's employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination on the same basis as active employees, which such twenty-four month period shall run concurrently with the COBRA period; provided, however, that (x) the Company may instead, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”).

Termination by the Company for Disability. If If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company for DisabilityDisability pursuant to Section 4(c), then the Executive shall be entitled to the following subject to Section 6:  (i) If a Bonus Program is in existence, the Company shall pay Executive: (i) the Accrued Compensation;Executive a Pro-Rata Bonus;  (ii) Subject to the timely election of continuation coverage under COBRA, the Company shall continue to contribute to the premium cost of the Executive’s participation and that of his eligible dependents’ in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months, provided (x) the Executive pays the remainder of the premium cost of such participation by payroll deduction (if any), (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such twelve-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Act or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of his eligible dependents’ participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect Company’s portion of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end monthly cost of providing such fiscal year, which amount, determined based on actual performance benefits under its group health plan for such year relative to the performance goals applicable to Executive period; and  (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (Aiii) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the The Company shall pay the Executive for twenty-severance in an amount equal to one times the Base Salary at the rate in effect on the Termination Date in twenty- four (24) consecutive months thereafter regular payments equal installments (totaling twelve months) as set forth in the amountSection 6, if any, by which Executive’s monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination on the same basis as active employees, which such period shall run concurrently with the COBRA period; provided, however, that (x) the Company may insteadshall deduct from such severance any earned income (other than passive investment income) or disability payments received by Executive during such twelve-month period, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if and as to which Executive covenants to report to the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by income on a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”).bi-weekly basis. 

Termination by the Company for Disability. If If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company for DisabilityDisability pursuant to Section 4(c), then the Company Executive shall pay Executivebe entitled to the following, subject to Section 6: (i) The Company shall pay the Accrued CompensationExecutive any earned but unpaid Bonus with respect to any completed fiscal year immediately preceding the Termination Date; (ii) The Company shall pay the Executive a Bonus for the fiscal year of the Company in which the Termination Date occurs, which shall be pro rated for the portion of such fiscal year that the Executive is employed by the Company. The amount of such Bonus, prior to pro ration, shall be equal to the Bonus that the Executive would have earned under the Company’s Bonus Program for the fiscal year of the Company in which the Termination Date occurs had the Executive remained in its employment, contingent on the relevant annual bonus plan performance goals for the year in which Executive terminates having been obtained. Such Bonus shall be paid on the date the bonuses are paid to other Executives pursuant to the Company Bonus Program, without reference to the actual Termination Date; (iii) Subject to the timely election of continuation coverage under the COBRA, the Company shall continue to contribute to the premium cost of the Executive’s participation and that of her eligible dependents in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months, provided (x) the Executive pays the remainder of the premium cost of such participation by payroll deduction (if any), (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such twelve-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Act or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of her eligible dependents would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect Company’s portion of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end monthly cost of providing such fiscal year, which amount, determined based on actual performance benefits under its group health plan for such year relative to the performance goals applicable to Executive period; (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (Aiv) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the The Company shall pay the Executive for severance in an amount equal to one times the Base Salary at the rate in effect on the Termination Date in twenty-four (24) consecutive months thereafter regular payments equal 7 installments (totaling twelve months) as set forth in the amount, if any, by which Executive’s monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination on the same basis as active employees, which such period shall run concurrently with the COBRA periodSection 6; provided, however, that the Company shall deduct from such severance any earned income (other than passive investment income) or disability payments received by Executive during such twelve-month period, and as to which Executive covenants to report to the Company such income on a bi-weekly basis; and (v) The Fiscal 2019 Grant, the Fiscal 2020 Grant, the Bridge Grant and any other equity awards granted to Executive under the Plan following the Effective Date (collectively, the “Equity Awards”) shall, to the extent then unvested, vest in accordance with the following: (A) 100% of all service-based Equity Awards will vest as of the Termination Date; and (B) the service component of vesting of performance-based Equity Awards shall be deemed satisfied such that, subject to the Committee’s determination that the performance criteria for such Equity Awards have been satisfied, all performance-based awards shall vest upon the later of (x) the Company may instead, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; Termination Date and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for date on which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for Committee determines that such subsequent coverage (the “Benefits Continuation”)performance criteria have been met.

Termination by the Company for Disability. If Executive’s employment is terminated by the Company for Disability, the Company shall pay Executive: (i) the Accrued Compensation; (ii) an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end of such fiscal year, which amount, determined based on actual performance for such year relative to the performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the Company shall pay Executive for twenty-four (24) consecutive months thereafter regular payments in the amount, if any, amount by which Executive’s monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination on the same basis as active employees, which such twenty-four month period shall run concurrently with the COBRA period; provided, however, that (x) the Company may instead, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”).

Termination by the Company for Disability. If Executive’s employment is terminated by the Company for Disability, the Company shall pay or provide to Executive: (i) i. the Accrued Compensation; (ii) . an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end of such fiscal year, which amount, determined based on the Company’s actual performance for such year relative to the performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants; iii. accelerated vesting, non-forfeitability and exercisability, as of the termination date, of the Initial RSUs and the Initial Stock Options, which shall remain exercisable in accordance with its terms; and iv. continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision or life insurance program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination, for two (2) years following such termination on terms no less favorable to Executive and Executive’s dependents (including with respect to payment for the costs thereof) than those in effect immediately prior to such termination, which such two year period shall run concurrently with the COBRA period, and which coverage shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible (provided, however, the parties agree to cooperate such that the continued coverage is, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code). Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the Company shall pay Executive for twenty-four (24) consecutive months thereafter regular payments in the amount, if any, amount by which Executive’s the monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination on the same basis as active employees, which such period shall run concurrently with the COBRA period; provided, however, that (x) the Company may instead, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”).

Termination by the Company for Disability. If If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company for DisabilityDisability pursuant to Section 4(c), then the Executive shall be entitled to the following subject to Section 6: (i) If a Bonus Program is in existence, the Company shall pay Executive: (i) the Accrued CompensationExecutive a Pro-Rata Bonus; (ii) Subject to the timely election of continuation coverage under COBRA, the Company shall continue to contribute to the premium cost of the Executive’s participation and that of his eligible dependents in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of 12 months; provided (x) the Executive pays the remainder of the premium cost of such participation by payroll deduction (if any); (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such 12-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Act or Section 105(h) of the Code, the Company-paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of his eligible dependents participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect Company’s portion of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end monthly cost of providing such fiscal year, which amount, determined based on actual performance benefits under its group health plan for such year relative to the performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the Company shall pay Executive for twenty-four (24) consecutive months thereafter regular payments in the amount, if any, by which Executive’s monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; andperiod; (iii) continued coverage for The Company shall pay the Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy severance in which Executive was eligible an amount equal to participate as of one times the time of Executive’s employment termination (as may be amended or replaced by Base Salary at the Company from time to time rate in the ordinary course), for twenty-four (24) months following such termination effect on the same basis Termination Date in 24 equal installments (totaling twelve months) as active employees, which such period shall run concurrently with the COBRA periodset forth in Section 6; provided, however, that (x) the Company may insteadshall deduct from such severance any earned income (other than passive investment 502244059v.4 income) or disability payments received by Executive during such 12-month period, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if and as to which Executive covenants to report to the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by income on a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”)bi-weekly basis.

Termination by the Company for Disability. If If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company for DisabilityDisability pursuant to Section 4(c), then the Executive shall be entitled to the following subject to Section 6: (i) If a Bonus Program is in existence, the Company shall pay Executive: (i) the Accrued CompensationExecutive a Pro-Rata Bonus; (ii) Subject to the timely election of continuation coverage under COBRA, the Company shall continue to contribute to the premium cost of the Executive’s participation and that of her eligible dependents in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of 12 months; provided (x) the Executive pays the remainder of the premium cost of such participation by payroll deduction (if any); (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such 12-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Act or Section 105(h) of the Code, the Company-paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of her eligible dependents participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect Company’s portion of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end monthly cost of providing such fiscal year, which amount, determined based on actual performance benefits under its group health plan for such year relative to the performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the Company shall pay Executive for twenty-four (24) consecutive months thereafter regular payments in the amount, if any, by which Executive’s monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; andperiod; (iii) continued coverage for The Company shall pay the Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy severance in which Executive was eligible an amount equal to participate as of one times the time of Executive’s employment termination (as may be amended or replaced by Base Salary at the Company from time to time rate in the ordinary course), for twenty-four (24) months following such termination effect on the same basis Termination Date in 24 equal installments (totaling twelve months) as active employees, which such period shall run concurrently with the COBRA periodset forth in Section 6; provided, however, that (x) the Company may insteadshall deduct from such severance any earned income (other than passive investment income) or disability payments received by Executive during such 12-month period, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if and as to which Executive covenants to report to the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by income on a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”)bi-weekly basis.

Termination by the Company for Disability. If the Executive’s employment is terminated by the Company for DisabilityDisability pursuant to Section 4(c), then the Company Executive shall pay Executivebe entitled to the following, subject to Section 6: (i) The Company shall pay the Accrued CompensationExecutive any accrued but unpaid Bonus earned for the relevant bonus year, including any pro rata portion thereof earned as of the Termination Date (which payment shall be made at the time all other bonuses are paid pursuant to the Company’s Bonus Program); (ii) Subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall continue to contribute to the premium cost of the Executive’s participation and that of his eligible dependents’ in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months, provided (x) the Executive pay the remainder of the premium cost of such participation by payroll deduction (if any), (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such twelve (12) month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the Executive’s participation or that of his eligible dependents’ participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect Company’s portion of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end monthly cost of providing such fiscal year, which amount, determined based on actual performance benefits under its group health plan for such year relative to the performance goals applicable to Executive (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the Company shall pay Executive for twenty-four (24) consecutive months thereafter regular payments in the amount, if any, by which Executive’s monthly Base Salary exceeds Executive’s monthly Disability insurance benefitperiod; and (iii) continued coverage for The Company shall pay the Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance severance in an amount equal to one-half (but not supplemental life insurance1/2) program or policy times the Base Salary at the rate in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination effect on the same basis Termination Date in twelve (12) equal installments (totaling six (6) months) as active employeesset forth in Section 6, which such period shall run concurrently with the COBRA period; provided, however, that (x) the Company may insteadshall deduct from such severance any earned income (other than passive investment income) or disability payments received by Executive during such six (6) month period, in its discretion, provide substantially similar benefits or payment outside and as to which Executive covenants to report to the Company such income on a bi-weekly basis. (iv) The Accelerated Portion of the Company’s benefit plans if Time-Based Award and the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder Performance-Based Award shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”)vest.

Termination by the Company for Disability. If If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company for DisabilityDisability pursuant to Section 4(c), then the Company Executive shall pay Executivebe entitled to the following subject to Section 6: (i) The Company shall pay the Accrued CompensationExecutive any accrued but unpaid Bonus earned for the relevant bonus year, including any pro rata portion thereof earned as of the Termination Date (which payment shall be made at the time all other bonuses are paid pursuant to the Company’s Bonus Program); (ii) Subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall continue to contribute to the premium cost of the Executive’s participation and that of her eligible dependents’ in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months, provided (x) the Executive pay the remainder of the premium cost of such participation by payroll deduction (if any), (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such twelve-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of her eligible dependents’ participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect Company’s portion of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end monthly cost of providing such fiscal year, which amount, determined based on actual performance benefits under its group health plan for such year relative to the performance goals applicable to Executive period; and (but without any exercise of negative discretion with respect to Executive in excess of that applied to either similarly situated executives of the Company generally or in accordance with the Company’s historical past practice), shall be multiplied by a fraction (Aiii) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable in a lump sum payment at the time such bonus or annual incentive awards are payable to other participants. Further, upon Executive’s Disability (irrespective of any termination of employment related thereto), the The Company shall pay the Executive for severance in an amount equal to one times the Base Salary at the rate in effect on the Termination Date in twenty-four (24) consecutive months thereafter regular payments equal installments (totaling twelve months) as set forth in the amountSection 6, if any, by which Executive’s monthly Base Salary exceeds Executive’s monthly Disability insurance benefit; and (iii) continued coverage for Executive and Executive’s dependents under any health, medical, dental, vision and basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company from time to time in the ordinary course), for twenty-four (24) months following such termination on the same basis as active employees, which such period shall run concurrently with the COBRA period; provided, however, that (x) the Company may insteadshall deduct from such severance any earned income (other than passive investment income) or disability payments received by Executive during such twelve-month period, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if and as to which Executive covenants to report to the Company reasonably determines that providing such alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by income on a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company if Executive becomes eligible for such subsequent coverage (the “Benefits Continuation”)bi-weekly basis.