Common use of Termination Due to Disability Clause in Contracts

Termination Due to Disability. In the event Employee suffers a Disability, as defined herein, during the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee shall be entitled to receive any applicable disability insurance benefits as allowed under Paragraph 5 (D) of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expire; provided, however, that within forty-five (45) business days after the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical advice.

Termination Due to Disability. In The Company may terminate the event Employee suffers a DisabilityExecutive's employment, as defined herein, during the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice delivered to Employee of Employer’s intent him, due to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in his Disability. In such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disabilityevent, Employee he shall be entitled to: (i) an amount equal to receive any applicable disability insurance benefits as allowed under Paragraph 5 (D) 100% of this Agreement. Upon Base Salary, at the rate in effect at the date of such termination of this Agreement pursuant his employment, for a period of 365 days following the date of termination, less the amount of any disability benefits provided to this Paragraph 10(B)the Executive under any disability plan or policy; (ii) a Bonus for the year in which such termination occurs in an amount equal to the Bonus that would have been payable to the Executive with respect to such year had such termination not occurred, Employer’s obligations multiplied (in the event such termination occurs before June 30 of such year) by a fraction the numerator of which shall be the number of days elapsed during such year prior to compensate Employee under Paragraph 5 the date of this Agreement such termination and the denominator of which shall immediately expire; providedbe 181, however, that within forty-five (45) business days after the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary and Bonus payable as provided in Paragraphs 5(ASection 5(b); (iii) all Restricted Shares with respect to which the Restriction Period had expired prior to the date of termination due to his Disability and 5(Ball Restricted Shares as to which the Restriction Period under Section 9(c) hereof has not yet expired (as to which the restriction shall automatically expire), and such Additional Restricted Shares as the Committee may in its discretion grant; (iv) unless otherwise required by any plan, the continued right to exercise any then vested stock option for the remainder of this Agreement that shall have been earned through the termination dateits term; (v) any amounts earned, accrued or owing but not yet paid. Except as otherwise paid under Sections 5, 6 or 7 above; (vi) continued participation at the expense of the Company in medical, dental and hospitalization insurance coverage in which he was participating on the date of termination of his employment for a period equal to the longest of (x) 12 months from the date of such termination, (y) the minimum period prescribed by applicable law or (z) the period set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all applicable plan or program of the duties required by this Agreement Company; and (vii) other or additional benefits in accordance with or without a reasonable accommodation. Employer shall reasonably applicable plans and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceprograms of the Company.

Termination Due to Disability. In the event Employee suffers a the Executive's employment is terminated due to his Disability, as defined hereinhe shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, during an amount equal to 60% of the Term Base Salary for the period beginning on the date of Employment termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and isany forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer and he shall have the right to terminate exercise any such award for the lesser of (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement Agreement; and (viii) other or additional benefits in accordance with applicable plans and Employee’s employmentprograms of the Company. Employer In no event shall deliver a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying the other Party in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee shall be entitled to receive any applicable disability insurance benefits as allowed under Paragraph 5 (D) of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expire; provided, however, that within forty-five (45) business days after the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement accordance with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceSection 16 below.

Termination Due to Disability. In the event Employee suffers a Disabilitythe Executive's employment hereunder is terminated due to his disability, as defined hereindetermined under the Company's long-term disability plan, during the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee Executive shall be entitled to: (i) the Base Salary as provided in Section 4, above, through the end of the sixth month after the month in which the Executive's employment terminates due to receive disability, (ii) any applicable disability insurance benefits as allowed annual bonus awarded in accordance with the Company's bonus program but not yet paid under Paragraph 5 (D) Section 5, and reimbursement of this Agreement. Upon business expenses incurred prior to termination of this Agreement pursuant employment in accordance with Section 7(a) above, (iii) a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive's average annual bonus for the immediately preceding three years (or the period of the Executive's employment with the Company, if less), (iv) the rights under any options to this Paragraph 10(B)purchase equity securities of the Company or other rights with respect to equity securities of the Company, Employer’s obligations to compensate Employee under Paragraph 5 including any restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (v) for a period of this Agreement shall immediately expire; provided, however, that within forty-five (45) business days after six months following the termination of this Agreementthe Executive's employment, Employer continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive's dependents, if any) under the Company's medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; PROVIDED, THAT, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall pay otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; PROVIDED FURTHER, HOWEVER, that, in the event the Executive becomes reemployed with another employer and becomes eligible to Employee that portion receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and [XL CAPITAL LOGO] (vi) the vested accrued benefits, if any, under the employee benefit programs of his Annual Salary and Bonus the Company, as provided in Paragraphs 5(A) Section 6 above, determined in accordance with the applicable terms and 5(B) provisions of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceprograms.

Termination Due to Disability. In the event Employee suffers a the Executive's employment is terminated due to his Disability, as defined herein, during the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee he shall be entitled in each case to receive any applicable the greater of the benefits under the then current Companies disability insurance benefits as allowed under Paragraph 5 plan or the following: (Di) An amount equal to the sum of this Agreement. Upon 50% of Base Salary, at the annual rate in effect at termination of this Agreement pursuant his employment, for a period ending with the end of the month in which he becomes 65, less the amount of any disability benefits provided to this Paragraph 10(B), Employer’s obligations to compensate Employee the Executive by the Companies under Paragraph 5 any disability plan or social security disability benefits; (ii) The balance of this Agreement shall immediately expire; provided, however, that within forty-five any incentive awards earned (45) business days after the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise ); (iii) The continued right to exercise any stock option for the remainder of its term, such option to continue to become exercisable in accordance with the schedule set forth herein or as otherwise required by applicable law, following in the termination date established option; (iv) Any pension benefit that may become due pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes Section 5 above; (v) Continued accrual of this Agreement only, credited service for the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all purpose of the duties required by this Agreement with pension benefit provided under Section 5 above during the period of the Executive's Disability or, if sooner, until the earlier of the Executive's election to commence receiving his pension under Section 5 above or without a reasonable accommodation. Employer shall reasonably his attainment of age 65; (vi) Continued participation in medical, dental, hospitalization and fairly determine such Disability upon receipt of, life insurance coverage and in reliance onall other employee plans and programs in which he was participating on the date of termination of his employment due to Disability until he attains age 65; and (vii) Other or additional benefits in accordance with applicable plans and programs of the Companies. If the Executive is precluded from continuing his participation in any employee benefit plan or program a provided in clause (vi) above, medical advice from he shall be provided the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate. The economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis. In no event shall a licensed physician or physicians qualified termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to give professional medical advicethe other Party in accordance with Section 15 below.

Termination Due to Disability. In the event Employee suffers a Disability, as defined herein, during the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s that Executive's ----------------------------- employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disabilitydue to permanent or total disability, Employee Executive or her legal representative shall be entitled to receive the following: (i) on account of the bonus to which Executive is entitled under Section 3.2(a) , an amount equal to the amount earned by the Executive as of the Date of Termination, pro rated for the portion of the calendar year elapsed prior to the Date of Termination, and payable on the date it would otherwise have been payable; (ii) the bonus payable under Section 3.2(b), if earned and unpaid as of the Date of Termination; (iii) the right to exercise any applicable disability stock option held by Executive which is then exercisable (other than any ISO) on the Date of Termination for the remainder of its term; (iv) continuation of medical benefits and life insurance benefits as allowed under Paragraph 5 (D) of this Agreement. Upon termination provided in Section 3.4 of this Agreement pursuant for so long as such continuation may be provided at reasonable cost to Employer under its insurance arrangements in effect from time to time (provided that if Executive accepts employment with another employer that offers medical and/or life insurance benefits, then Employer's obligation to provide such benefits under this Paragraph 10(Bclause shall terminate upon 30 days' notice from Employer to Executive), ; (v) any other amounts payable according to Employer’s obligations 's disability policies; provided that disability payments that would be funded by insurance on the date hereof shall be made to compensate Employee the extent that funds are available under Paragraph 5 of this Agreement shall immediately expire; provided, however, insurance policies maintained by Employer which are then in effect; (vi) any other amounts that within forty-five (45) business days after the accrued and became due and payable prior to termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall but have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant been paid from Employer to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical advice.Executive

Termination Due to Disability. In the event Employee suffers a Disabilitythe Executive’s employment hereunder is terminated due to his disability, as defined hereindetermined under the Company’s long-term disability plan, during the Term Executive shall be entitled to: (i) the Base Salary as provided in Section 4, above, through the end of Employment the sixth month after the month in which the Executive’s employment terminates due to disability, to be paid in accordance with the Company’s regular payroll practices, (ii) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, to be paid at the time such bonus would otherwise be due under the applicable program, and is, therefore, unable reimbursement of business expenses incurred prior to perform the duties required by the Agreement for more than ninety termination of employment in accordance with Section 7(a) above, (90iii) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) within 45 days after the giving date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the notice Executive’s average annual bonus for the immediately preceding three years (“Disability Notice Period”). This Agreement and Employeeor the period of the Executive’s employment shall terminate at with the close of business on Company, if less), (iv) the last day rights under any options to purchase equity securities of the Disability Notice Period. If this Agreement is terminated because Company or other rights with respect to equity securities of Employee’s Disabilitythe Company, Employee shall be entitled to receive including any applicable disability insurance benefits as allowed under Paragraph 5 restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (Dv) for a period of this Agreement. Upon six months following the termination of this Agreement pursuant the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive’s immediate family members, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expirethe Executive) as is then in existence for other executives during the coverage period; provided, that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided further, however, that within forty-five that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (45vi) business days after the termination vested accrued benefits, if any, under the employee benefit programs of this Agreementthe Company, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) Section 6 above, determined in accordance with the applicable terms and 5(B) provisions of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceprograms.

Termination Due to Disability. (i) In the event of the Employee's Disability (as hereinafter defined), the Company shall be entitled to terminate her employment upon providing the Employee suffers a with six months' prior written notice. In the case that the Company terminates the Employee's employment due to Disability, as defined herein, during the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee shall be entitled to receive any applicable disability insurance benefits receive, for the remainder of the Term, her Salary at the rate in effect immediately prior to the Disability, plus her maximum Bonus as allowed under Paragraph 5 (D) of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(Bdescribed in Section 3(b), Employer’s obligations less any amounts paid to compensate the Employee under Paragraph 5 any disability plan of this Agreement the Company. In addition, the Employee shall immediately expire; providedcontinue to be covered by the Company's health and medical benefit plans as described in Section 3(e) for the remainder of the Term. (ii) In addition, howeverin the event of the Employee's Disability, all of the Employee's then-outstanding options to purchase shares of the Company's common stock shall continue to vest for a period of the longer of (A) the remainder of the Term or (B) twelve months PROVIDED, HOWEVER, that within fortyto the extent that any such option vests on an annual basis, the Employee shall also be vested as to a pro-five (45) business days after the termination of this Agreement, Employer shall pay to Employee that rata portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned the next tranche through the termination date, but not yet paidlonger of (A) the remainder of the term or (B) twelve months. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and The Employee shall have no further obligations be entitled to each other under retain the vested portion of her options as of she had remained an Employee until such options otherwise expire in accordance with their terms. (iii) As used in this Agreement. For purposes of this Agreement onlySection 4(c), the term “Disability” "DISABILITY" shall mean, the inability of Employee, because of injury, illness, disease, or bodily mean a physical or mental infirmity, to engage in incapacity that substantially prevents the performance of substantially all Employee from performing her duties hereunder and that has continued for at least six of the duties required last twelve months and that can reasonably be expected to continue indefinitely. Any dispute as to whether or not the Employee is disabled within the meaning of the preceding sentence shall be resolved by this Agreement with or without a reasonable accommodation. Employer shall physician reasonably satisfactory to the Employee and fairly determine such Disability upon receipt ofthe Company, and in reliance on, medical advice from a licensed the determination of such physician or physicians qualified to give professional medical adviceshall be final and binding upon both the Employee and the Company.

Termination Due to Disability. In the event Employee suffers a Disabilitythe Executive's employment hereunder is terminated due to his disability, as defined hereindetermined under the Company's long-term disability plan, during the Term Executive shall be entitled, subject to Section 25 hereof, to: (i) the Base Salary as provided in Section 4, above, through the end of Employment the sixth month after the month in which the Executive's employment terminates due to disability, to be paid in accordance with the Company's regular payroll practices, (ii) any annual bonus awarded in accordance with the Company's bonus program but not yet paid under Section 5, to be paid at the time such bonus would otherwise be due under the applicable program, and isreimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above, therefore, unable to perform the duties required by the Agreement for more than ninety (90iii) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) within 45 days after the giving date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the notice Executive's average annual bonus for the immediately preceding three years (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at or the close of business on the last day period of the Disability Notice Period. If this Agreement is terminated because Executive's employment with the Company, if less), (iv) the rights under any options to purchase equity securities of Employee’s Disabilitythe Company or other rights with respect to equity securities of the Company, Employee shall be entitled to receive including any applicable disability insurance benefits as allowed under Paragraph 5 restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (Dv) for a period of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expire; provided, however, that within forty-five (45) business days after six months following the termination of this Agreementthe Executive's employment, Employer continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive's dependents, if any) under the Company's medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; PROVIDED, THAT, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall pay otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; PROVIDED FURTHER, HOWEVER, that, in the event the Executive becomes reemployed with another employer and becomes eligible to Employee that portion receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (vi) the vested accrued benefits, if any, under the employee benefit programs of his Annual Salary and Bonus the Company, as provided in Paragraphs 5(A) Section 6 above, determined in accordance with the applicable terms and 5(B) provisions of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceprograms.

Termination Due to Disability. In the event Employee suffers a the Executive's employment is terminated due to his Disability, as defined hereinhe shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, during an amount equal to 60% of the Term Base Salary for the period beginning on the date of Employment termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and isany forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (v) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (vi) any outstanding stock option or other equity award at the time of termination due to Disability shall become fully vested, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer and he shall have the right to terminate exercise any such award for the lesser of (a) 12 months from the date of Disability or (b) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement Agreement, including, without limitation, any amounts not yet paid under Section 10(a)(ii) above; (viii) continued participation to the extent provided in medical, dental, hospitalization and Employee’s employmentlife insurance coverage and in all other employee welfare plans and programs in which he was participating on the date of termination for the period of the Disability or until he attains age 65, if earlier; and (ix) other or additional benefits in accordance with applicable plans and programs of the Company. Employer In no event shall deliver a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying the other Party in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee shall be entitled to receive any applicable disability insurance benefits as allowed under Paragraph 5 (D) of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expire; provided, however, that within forty-five (45) business days after the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement accordance with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceSection 24 below.

Termination Due to Disability. In the event Employee suffers a Disability, as defined herein, during the Term of Employment and is, therefore, unable to perform the duties required that Employee's employment shall be terminated by the Agreement Company pursuant to Section 4.1.1, (a) the Company shall pay Employee all Base Salary earned but unpaid through the date of termination, (b) the Company shall pay Employee the target Variable Bonus for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate year of this Agreement and Employee’s employment. Employer in which termination occurs, pro rated to reflect the portion of the year prior to the date of termination, (c) all shares issued pursuant to Section 3.4.1 shall deliver written notice be deemed fully vested, (d) all stock options granted to Employee of Employer’s intent to terminate this Agreement by the Company (including stock options granted pursuant to this Paragraph 10(BSections 3.4.1 and 3.4.2 prior to the date of termination but excluding stock options not yet granted pursuant to Section 3.4.2) shall be deemed fully exercisable and specifying in shall remain exercisable for a period of 12 months after such notice termination, (e) for a period of 12 months from the date of termination (or for a period from the date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on termination through the last day of the Disability then current term, if (I) the Company delivers a 180 Day Notice Period. If in accordance with Section 2 not more than 190 days prior to the last day of the then current term and (II) thereafter this Agreement is terminated because of Employee’s by the Company pursuant to Section 4.1.1), the Company shall pay Employee Base Salary (less any amounts received by the Employee from any insurance provided by the Company or any governmental entity with respect to such Disability) and shall continue to provide Employee with all health, medical and insurance benefits provided hereunder and (f) the Employee shall be entitled to receive all benefits under all employee benefit plans in which he is a participant. In addition, the Company shall reimburse Employee for any applicable disability insurance benefits as allowed under Paragraph 5 (D) of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expire; provided, however, that within forty-five (45) business days after the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned expenses incurred through the date of such termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement accordance with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical advice.Section 3.2 hereof

Termination Due to Disability. In the event Employee suffers a Disabilitythe Executive’s employment hereunder is terminated due to his disability, as defined hereindetermined under the Company’s long-term disability plan, during the Term Executive shall be entitled to: (i) the Base Salary as provided in Section 4, above, through the end of Employment the sixth month after the month in which the Executive’s employment terminates due to disability, to be paid in accordance with the Company’s regular payroll practices, (ii) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, to be paid at the time such bonus would otherwise be due under the applicable program, and is, therefore, unable reimbursement of business expenses incurred prior to perform the duties required by the Agreement for more than ninety termination of employment in accordance with Section 7(a) above, (90iii) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) within 45 days after the giving date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the notice Executive’s average annual bonus for the immediately preceding three years (“Disability Notice Period”). This Agreement and Employeeor the period of the Executive’s employment shall terminate at with the close of business on Company, if less), (iv) the last day rights under any options to purchase equity securities of the Disability Notice Period. If this Agreement is terminated because Company or other rights with respect to equity securities of Employee’s Disabilitythe Company, Employee shall be entitled to receive including any applicable disability insurance benefits as allowed under Paragraph 5 restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (Dv) for a period of this Agreement. Upon six months following the termination of this Agreement pursuant the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive’s dependents, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expirethe Executive) as is then in existence for other executives during the coverage period; provided, that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided further, however, that within forty-five that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (45vi) business days after the termination vested accrued benefits, if any, under the employee benefit programs of this Agreementthe Company, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) Section 6 above, determined in accordance with the applicable terms and 5(B) provisions of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceprograms.

Termination Due to Disability. In the event Employee suffers a Disabilitythe Executive’s employment hereunder is terminated due to his disability, as defined hereindetermined under the Company’s long-term disability plan, during the Term of Employment and isExecutive shall be entitled to: (i) a cash lump sum payment made, thereforesubject to Section 25 below, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) 60 days after the giving date of termination in an amount equal to the Base Salary as provided in Section 4, above, that would have been paid to the Executive had he remained employed through the end of the notice (“Disability Notice Period”). This Agreement and Employeesixth month after the month in which the Executive’s employment shall terminate terminates due to disability, (ii) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, to be paid, subject to Section 25 below, at the close time such bonus would otherwise be due under Section 5 above, and reimbursement of business on expenses incurred prior to termination of employment in accordance with Section 7(a) above, (iii) subject to Section 25 below, 60 days after the last day date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Disability Notice Period. If this Agreement is terminated because Executive’s average annual bonus for the immediately preceding three years (or the period of Employeethe Executive’s Disabilityemployment with the Company, Employee shall be entitled if less), (iv) the rights under any options to receive purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any applicable disability insurance benefits as allowed under Paragraph 5 restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (Dv) for a period of this Agreement. Upon six months following the termination of this Agreement pursuant the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive’s dependents, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expirethe Executive) as is then in existence for other executives during the coverage period; provided, that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted (and any payment made by the Company in respect of any taxes imposed with respect to such benefits shall be paid to the Executive, or to the applicable taxing authority on his behalf, no later than the due date of such taxes); provided further, however, that within forty-five that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (45vi) business days after the termination vested accrued benefits, if any, under the employee benefit programs of this Agreementthe Company, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) Section 6 above, determined in accordance with the applicable terms and 5(B) provisions of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceprograms.

Termination Due to Disability. In the event Employee suffers a Disability, as defined herein, If during the Term of Employment and isyou become physically or mentally disabled, thereforewhether totally or partially, unable to perform so that you are prevented from performing the duties required by the Agreement material functions of your position for more than ninety periods aggregating six (906) calendar days during months in any consecutive twelve (12) month period, Employer shall have the right Company will be entitled to terminate this Agreement and Employee’s employment. Employer shall deliver your employment during the Term of Employment upon written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”)you given at any time thereafter during which you are still disabled. This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee shall You will thereafter be entitled to receive any applicable receive, in addition to the Termination Entitlement, (subject to the requirements of Section 5.7) for the greater of the remainder of the original Term of Employment or twelve (12) months, bi-weekly payments made in substantially equal installments in accordance with the customary payroll practices of the Company, and subject to payroll deductions and required withholdings, at an annualized rate equal to the sum of your Base Salary and “Average Annual Bonus” (as defined below), but reduced on a monthly basis by an amount equal to the disability payments received for such month by you from Workers’ Compensation, Social Security and disability insurance benefits as allowed under Paragraph 5 (D) of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expirepolicies maintained by the Company or its affiliate; provided, however, that within fortyall payments under this Section 5.3 shall cease upon the earlier of: (i) your commencing substantially full-five time employment, or (45ii) business days after you ceasing to be eligible for long-term disability benefits under the Company’s or an affiliate’s long-term disability plan or becoming eligible only for partial benefits of less than fifty percent (50%) under such plan. Upon the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established payments made pursuant to this Paragraph 10(B)Section 5.3, Employer your disability payments, if any, will be determined in accordance with the Company’s long-term disability program then in effect, and Employee shall have no further obligations payments will be made pursuant to each other the terms of this Agreement. All payments made under this AgreementSection 5.3 after the date of termination of employment are intended to be disability payments, regardless of the manner in which they are computed. For purposes of this Agreement onlyAgreement, the term “DisabilityAverage Annual Bonus” shall mean, be defined as an amount equal to the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all average of the duties required two (2) highest Bonus amounts received by this Agreement with you before the effective date of your termination (excluding any special, spot or without a reasonable accommodationlong term incentive plan bonuses) for the most recent five (5) completed Bonus plan years at the Company. Employer If you have received only one full-year Bonus payment, then Average Annual Bonus shall reasonably and fairly determine equal the amount of such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceBonus.

Termination Due to Disability. In the event Employee suffers a Disability, as defined herein, during that the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at with the close of business Company is terminated on the last day account of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, neither the Employee nor the Employee’s beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) any Accrued Benefits; (ii) continued payment of the Employee’s Base Salary, as in effect on the date of termination, for the greater of (a) the balance of the calendar year in which the Employee was deemed to have a Disability or (b) six (6) months, which payments shall be entitled to receive any applicable disability insurance benefits made in accordance with the usual payroll policies in effect at the Company as allowed under Paragraph 5 if the Employee had continued employment; provided that the first payment shall be made on the sixtieth (D60th) of this Agreement. Upon day after the Employee’s termination of this Agreement pursuant to this Paragraph 10(B)employment and such first payment shall include payment amounts that would otherwise be due prior thereto; and (iii) payment of a Bonus for the year of termination in the amount of the Target Bonus for the year of termination, Employer’s obligations to compensate Employee under Paragraph 5 multiplied by a fraction, the numerator of this Agreement shall immediately expire; provided, however, that within forty-five (45) business which is the number of days after the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned such year through the termination datedate and the denominator of which is 365, but not yet paidwhich amount shall be payable at the same time as bonuses are paid to similarly situated employees in accordance Section 3.B. Payment of any Accrued Benefits shall be made in accordance with the usual applicable policies in effect at the Company as if the Employee continued employment. Except as otherwise Payment of the amount set forth herein or as otherwise required by applicable law, in subsection (iii) above shall not commence prior to the sixtieth (60th) day following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceEmployee’s termination of employment.

Termination Due to Disability. The Company may terminate the Employee’s employment hereunder due to Disability. In the event Employee suffers a Disability, as defined herein, during the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at by the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Company due to Disability, Employee the Employee, his beneficiary as designated pursuant to Section 12.i. or his legal representative, as the case may be, shall be entitled to receive receive: i. any applicable disability insurance benefits unpaid Base Salary through the Date of Termination; ii. any Incentive Bonus that has been earned in respect of a previous calendar year but not paid as allowed of the Date of Termination; iii. any deferred compensation (including, without limitation, interest or other credits on such deferred amounts), to the extent permitted under Paragraph 5 Section 409A of the Code, under any plan or agreement pursuant to which such deferred compensation was provided, in each case to be paid in accordance with the terms of the plan or agreement pursuant to which such deferred compensation was provided; EMPLOYMENT AGREEMENT -9- XXXXX X. XXXXXXX xx. payment in respect of any accrued but unused paid time off or sick pay and reimbursement for any business expenses incurred but not yet reimbursed prior to the Date of Termination; v. until the Employee attains the age of 65 or, if the Employee dies prior to attaining the age of 65, for three (D3) years following the date of this Agreementthe Employee’s death, the Company shall continue all Medical Benefits to the Employee and/or to the Employee’s family at least equal to those which would have been provided to them in accordance with the plans and programs described in Section 4.e. Upon termination of this Agreement if the Employee’s employment had not been terminated due to Disability or, if more favorable to the Employee and/or the Employee’s family, as in effect generally at any time thereafter during the aforesaid period with respect to other senior executives of the Company and their families; provided that in any case the Employee and/or the Employee’s family shall make all premium payments that would otherwise be required of the Employee if the Employee’s employment had not been terminated due to Disability. In the event that the participation of the Employee or the Employee’s family in any such Medical Benefits plan or program is barred, the Company shall arrange to provide the Employee and/or the Employee’s family with Medical Benefits substantially similar to those which the Employee and/or the Employee’s family would otherwise have been entitled to receive under such plans and programs from which continued participation is barred, provided that the Employee and/or the Employee’s family shall make payments to the Company in amounts and at times as any premiums would have been paid by the Employee pursuant to this Paragraph 10(B), Employer’s obligations the immediately preceding sentence; and vi. any other compensation or benefits which may be owed or provided to compensate or in respect of the Employee under Paragraph 5 in accordance with the terms and provisions of this Agreement shall immediately expire; provided, however, that within forty-five (45) business days after the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary or any plans and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all programs of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceCompany.

Termination Due to Disability. In the event Employee suffers a Disabilitythe Executive's employment hereunder is terminated due to her disability, as defined hereindetermined under the Company's long-term disability plan, during the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee Executive shall be entitled to: (i) the Base Salary as provided in Section 4, above, through the end of the sixth month after the month in which the Executive's employment terminates due to receive disability, (ii) any applicable disability insurance benefits as allowed annual bonus awarded in accordance with the Company's bonus program but not yet paid under Paragraph 5 (D) Section 5, and reimbursement of this Agreement. Upon business expenses incurred prior to termination of this Agreement pursuant employment in accordance with Section 7(a) above, (iii) a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive's average annual bonus for the immediately preceding three years (or the period of the Executive's employment with the Company, if less), (iv) the rights under any options to this Paragraph 10(B)purchase equity securities of the Company or other rights with respect to equity securities of the Company, Employer’s obligations to compensate Employee under Paragraph 5 including any restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (v) for a period of this Agreement shall immediately expire; provided, however, that within forty-five (45) business days after six months following the termination of this Agreementthe Executive's employment, Employer continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive's dependents, if any) under the Company's medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; PROVIDED, THAT, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall pay otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; PROVIDED FURTHER, HOWEVER, that, in the event the Executive becomes reemployed with another employer and becomes eligible to Employee that portion receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (vi) the vested accrued benefits, if any, under the employee benefit programs of his Annual Salary and Bonus the Company, as provided in Paragraphs 5(A) Section 6 above, determined in accordance with the applicable terms and 5(B) provisions of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceprograms.

Termination Due to Disability. In the event Employee suffers a Disabilitythe Executive's employment hereunder is terminated due to her disability, as defined hereindetermined under the Company's long-term disability plan, during the Term Executive shall be entitled, subject to Section 25 hereof, to: (i) the Base Salary as provided in Section 4, above, through the end of Employment the sixth month after the month in which the Executive's employment terminates due to disability, to be paid in accordance with the Company's regular payroll practices, (ii) any annual bonus awarded in accordance with the Company's bonus program but not yet paid under Section 5, to be paid at the time such bonus would otherwise be due under the applicable program, and isreimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above, therefore, unable to perform the duties required by the Agreement for more than ninety (90iii) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) within 45 days after the giving date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the notice Executive's average annual bonus for the immediately preceding three years (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at or the close of business on the last day period of the Disability Notice Period. If this Agreement is terminated because Executive's employment with the Company, if less), (iv) the rights under any options to purchase equity securities of Employee’s Disabilitythe Company or other rights with respect to equity securities of the Company, Employee shall be entitled to receive including any applicable disability insurance benefits as allowed under Paragraph 5 restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (Dv) for a period of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expire; provided, however, that within forty-five (45) business days after six months following the termination of this Agreementthe Executive's employment, Employer continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive's dependents, if any) under the Company's medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; PROVIDED, THAT, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall pay otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; PROVIDED FURTHER, HOWEVER, that, in the event the Executive becomes reemployed with another employer and becomes eligible to Employee that portion receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (vi) the vested accrued benefits, if any, under the employee benefit programs of his Annual Salary and Bonus the Company, as provided in Paragraphs 5(A) Section 6 above, determined in accordance with the applicable terms and 5(B) provisions of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceprograms.

Termination Due to Disability. Upon 15 days prior written notice to the Executive, the Corporation may terminate the Executive's employment hereunder due to Disability. In the event Employee suffers a Disability, as defined herein, of the Executive's termination due to Disability during the Term of Employment, the Term of Employment shall thereupon end and isthe Executive, thereforeor his legal representative, unable to perform as the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month periodcase may be, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee shall only be entitled to receive any applicable disability insurance benefits the pro-rata stock option accelerated exercisability, set forth in (and in accordance with) the last two sentences of Sections 5.5(a) and 5.5(c) above, and: (i) Base Salary continuation at the rate in effect (as allowed under Paragraph 5 (D) provided in Section 5.1 of this Agreement. Upon ) on the date of termination of this Agreement pursuant to this Paragraph 10(B), Employer’s obligations to compensate Employee until the Executive commences receiving benefit payments under Paragraph 5 of this Agreement shall immediately expire; providedthe Corporation's long-term disability insurance plan or program (such continuation, however, that within forty-five not to exceed six months), and (45ii) business days after the Guaranteed Bonus if such termination occurs prior to January 1, 1999. (b) any Base Salary accrued to the date of this Agreement, Employer shall pay to Employee that portion of his termination or any prior fiscal year Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned through the termination dateactually awarded, but not yet paid. Except paid as otherwise set forth herein or of the date of termination; (c) reimbursement for all expenses (under Section 5.6) incurred as otherwise required by applicable lawof the date of termination, but not yet paid as of the date of termination; and (d) (i) continuation of the Executive's welfare benefits (as described in Section 5.4 of this Agreement) at the level in effect on the date of termination for the six-month period following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement with or without a Executive's employment due to Disability to the extent permitted under the Corporation's plans and programs at commercially reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt ofcosts, and (ii) any other compensation and benefits as may be provided in reliance onaccordance with the terms and provisions of any applicable plans, medical advice from a licensed physician programs or physicians qualified to give professional medical adviceagreements, if any, of the Corporation.

Termination Due to Disability. In the event Employee suffers a Disabilitythe Executive’s employment hereunder is terminated due to his disability, as defined hereindetermined under the Company’s long-term disability plan and within the meaning of Code Section 409A, during the Term of Employment and isExecutive shall be entitled to the following amounts: (i) a cash lump sum payment made, therefore, unable to perform the duties required by the Agreement for more than ninety within sixty (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (3060) days after the giving date of termination in an amount equal to the Base Salary as provided in Section 4, above, that would have been paid to the Executive had he remained employed through the end of the notice (“Disability Notice Period”). This Agreement and Employeesixth month after the month in which the Executive’s employment shall terminate terminates due to disability, (ii) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5 above, to be paid at the close time such bonus would otherwise be due under Section 5 above and reimbursement of business on expenses incurred prior to termination of employment in accordance with Section 7 above, (iii) within 60 days after the last day date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Disability Notice Period. If this Agreement is terminated because Executive’s average annual bonus for the immediately preceding three years (or the period of Employeethe Executive’s Disabilityemployment with the Company, Employee shall be entitled if less), (iv) the rights under any options to receive purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any applicable disability insurance benefits as allowed under Paragraph 5 restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (Dv) for a period of this Agreement. Upon six months following the termination of this Agreement pursuant the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive’s dependents, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expirethe Executive) as is then in existence for other executives during the coverage period; provided, that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided further, however, that within fortythat, in the event the Executive becomes re-five employed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (45vi) business days after the termination vested accrued benefits, if any, under the employee benefit programs of this Agreementthe Company, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) Section 6 above, determined in accordance with the applicable terms and 5(B) provisions of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceprograms.

Termination Due to Disability. In the event Employee suffers a that the Executive's employment hereunder is terminated due to Disability, as defined herein, during the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee he shall be entitled to the following: (i) to receive disability benefits (beyond benefits attributable to his own contributions) to the same extent as such benefits would have been provided to the Company's Chief Executive Officer had such Chief Executive Officer terminated employment with the Company on the Termination Date as a result of disability; (ii) a Pro-Rata Annual Incentive Award for the year in which his employment terminates, payable in a lump sum promptly following the Termination Date, and, if the product of (A) 75% of the annual incentive bonus payment(s) earned by the Company's Chief Executive Officer for such year and (B) the fraction described in Section 1(p)(ii), shall exceed such Pro-Rata Annual Incentive Award, an amount equal to such excess, no later than the time specified in Section 5 hereof; (iii) payments with respect to any long-term incentive awards that have long-term incentive measurement periods ending after the Termination Date to the extent provided in the applicable disability plans or programs or, if greater, award documents in the event of disability; (iv) the continued right to exercise each outstanding stock option to the extent provided in the applicable plan or, if greater, grant document in the event of disability, with each such option to become and remain exercisable to the extent provided in the applicable plan or, if greater, grant document in the event of disability; (v) immediate vesting of all shares of Restricted Stock and, notwithstanding Section 9(b)(iv), the Stock Option; (vi) the retirement benefit payable pursuant to the Retirement Benefit Agreement; (vii) continued participation, through the later of the third anniversary of the Effective Date and the first anniversary of the Termination Date, for the Executive and each of his dependents in all medical, dental, vision, hospitalization and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which they were participating as of the Termination Date, on terms and conditions that are no less favorable than those that applied on such date; and (viii) the benefits as allowed under Paragraph 5 (D) of this Agreementdescribed in Section 9(h)(i). Upon No termination of this Agreement pursuant the Executive's employment for Disability shall be effective unless the Party terminating his employment first gives 15 days written notice of such termination to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expire; provided, however, that within forty-five (45) business days after the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceParty.

Termination Due to Disability. In the event Employee suffers a Disability, as defined herein, If during the Term of Employment and isyou become physically or mentally disabled, thereforewhether totally or partially, unable to perform so that you are prevented from performing the duties required by the Agreement material functions of your position for more than ninety periods aggregating six (906) calendar days during months in any consecutive twelve (12) month period, Employer shall have the right Company will be entitled to terminate this Agreement and Employee’s employment. Employer shall deliver your employment during the Term of Employment upon written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”)you given at any time thereafter during which you are still disabled. This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee shall You will thereafter be entitled to receive any applicable receive, in addition to the Termination Entitlement, (subject to the requirements of Section 5.7) for the greater of the remainder of the original Term of Employment or twelve (12) months, bi-weekly payments made in substantially equal installments in accordance with the customary payroll practices of the Company, and subject to payroll deductions and required withholdings, at an annualized rate equal to the sum of your Base Salary and “Average Annual Bonus” (as defined below), but reduced on a monthly basis by an amount equal to the disability payments received for such month by you from Workers’ Compensation, Social Security and disability insurance benefits as allowed under Paragraph 5 (D) of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expirepolicies maintained by the Company or its affiliate; provided, however, that within fortyall payments under this Section 5.3 shall cease upon the earlier of: (i) your commencing substantially full-five time employment, or (45ii) business days after you ceasing to be eligible for long-term disability benefits under the Company’s or an affiliate’s long-term disability plan or becoming eligible only for partial benefits of less than fifty percent (50%) under such plan. Upon the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established payments made pursuant to this Paragraph 10(B)Section 5.3, Employer your disability payments, if any, will be determined in accordance with the Company’s long-term disability program then in effect, and Employee shall have no further obligations payments will be made pursuant to each other the terms of this Agreement. All payments made under this AgreementSection 5.3 after the date of termination of employment are intended to be disability payments, regardless of the manner in which they are computed. For purposes of this Agreement onlyAgreement, the term “DisabilityAverage Annual Bonus” shall meanbe defined as an amount equal to the average of the two (2) highest Bonus amounts received by you before the effective date of your termination (excluding any special, spot or long term incentive plan bonuses) for the inability most recent five (5) completed Bonus plan years at the Company. If you have received only one full-year Bonus payment, then Average Annual Bonus shall equal the amount of Employee, because of injury, illness, diseasesuch Bonus. If you have not received any Bonus payments, or bodily or mental infirmityif you received only one Bonus payment and such Bonus was prorated because you did not work the full Bonus plan year, to engage then in the performance lieu of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical advicean Average Annual Bonus you will receive $650,000.

Termination Due to Disability. In the event Employee suffers a Disabilitythe Executive's employment hereunder is terminated due to his disability, as defined hereindetermined under the Company's long-term disability plan, during the Term Executive shall be entitled to: (i) the Base Salary as provided in Section 4, above, at the rate in effect at the time of Employment and isExecutive's termination due to disability, thereforeto be paid in accordance with regular payroll practices or in a lump sum, unable to perform at the duties required by Company's option, through the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) end of the sixth month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of month in which the notice Executive's employment terminates due to disability, (“Disability Notice Period”). This Agreement and Employee’s employment ii) any annual bonus earned in accordance with the Company's bonus program or awarded but not yet paid under Section 5(a)(which shall terminate at the close of business be deemed earned if Executive is employed hereunder on the last day of the Disability Notice Period. If this Agreement is terminated because fiscal year ending on or immediately preceding the date of Employee’s Disabilitytermination), (iii) a pro rata bonus for the year of disability in an amount determined by the Compensation Committee, Employee shall be entitled but in no event less than a pro rata portion of the Executive's target bonus for the year, (iv) full and immediate vesting as of the date of disability of all rights under any options to receive purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive, (v) full and immediate vesting under the Company's pension plans as of the date of disability, to the extent permitted by applicable disability insurance benefits as allowed under Paragraph 5 (D) of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expirelaw; provided, however, that within fortyto the extent such vesting cannot be effected under applicable law, economically equivalent benefits determined on an after-five tax basis to the Executive shall be provided through arrangements outside such pension plans in lieu thereof, and (45vi) business days after any other rights and benefits, if any, available under employee benefit programs of the termination of this AgreementCompany, Employer shall pay to Employee that portion of his Annual Salary and Bonus or their equivalent, as provided in Paragraphs 5(ASection 6, above, including, without limitation, the terms of any long-term disability plan, and under the business expense reimbursement and fringe benefits programs as described in Section 7, above, determined in accordance with the applicable terms and provisions of such programs, PROVIDED that such rights and benefits (excluding any right to be considered for additional grants under XL's stock option and other stock-based compensation or incentive plans), or the economic equivalent thereof on an after-tax basis to the Executive, shall continue for at least six months (or such longer continuation period as then provided by the Company and its Affiliates to other senior executives generally) and 5(B) of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all end of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and month in reliance on, medical advice from a licensed physician or physicians qualified which the Executive's employment is terminated due to give professional medical advicedisability.

Termination Due to Disability. In the event Employee suffers a Disability(x) the Executive’s employment hereunder is terminated due to his disability, as defined hereindetermined under the Company’s long-term disability plan, during or (y) the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement Executive incurs a separation from service pursuant to this Paragraph 10(BCode Section 409A as a result of his incapacity due to physical or mental illness (in which case he shall be terminated for disability at the date of the separation from service), the Executive shall be entitled to the following amounts: (i) and specifying in such notice a termination date not less than thirty cash lump sum payment made, within sixty (3060) days after the giving date of termination, in an amount equal to the Base Salary as provided in Section 4 above, that would have been paid to the Executive had he remained employed through the end of the notice (“Disability Notice Period”). This Agreement and Employeesixth month after the month in which the Executive’s employment shall terminate terminates due to disability, (ii) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5 above, to be paid at the close time such bonus would otherwise be due under Section 5 above, and reimbursement of business on expenses incurred prior to termination of employment in accordance with Section 7(a) above, (iii) within 60 days after the last day date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Disability Notice Period. If this Agreement is terminated because Executive’s average annual bonus for the immediately preceding three years (or the period of Employeethe Executive’s Disabilityemployment with the Company, Employee shall be entitled if less), (iv) the rights under any options to receive purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any applicable disability insurance benefits as allowed under Paragraph 5 restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (Dv) for a period of this Agreement. Upon six months following the termination of this Agreement pursuant the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive’s dependents, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expirethe Executive) as is then in existence for other executives during the coverage period; provided, that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided further, however, that within fortythat, in the event the Executive becomes re-five employed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (45vi) business days after the termination vested accrued benefits, if any, under the employee benefit programs of this Agreementthe Company, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) Section 6 above, determined in accordance with the applicable terms and 5(B) provisions of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceprograms.

Termination Due to Disability. In the event Employee suffers a Disabilitythe Executive’s employment hereunder is terminated due to her disability, as defined hereindetermined under the Company’s long-term disability plan, during the Term of Employment and isExecutive shall be entitled to: (i) a cash lump sum payment made, thereforesubject to Section 25 below, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) 60 days after the giving date of termination in an amount equal to the Base Salary as provided in Section 4, above, that would have been paid to the Executive had he remained employed through the end of the notice (“Disability Notice Period”). This Agreement and Employeesixth month after the month in which the Executive’s employment shall terminate terminates due to disability, (ii) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, to be paid, subject to Section 25 below, at the close time such bonus would otherwise be due under Section 5 above, and reimbursement of business on expenses incurred prior to termination of employment in accordance with Section 7(a) above, (iii) subject to Section 25 below, 60 days after the last day date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Disability Notice Period. If this Agreement is terminated because Executive’s average annual bonus for the immediately preceding three years (or the period of Employeethe Executive’s Disabilityemployment with the Company, Employee shall be entitled if less), (iv) the rights under any options to receive purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any applicable disability insurance benefits as allowed under Paragraph 5 restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (Dv) for a period of this Agreement. Upon six months following the termination of this Agreement pursuant the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive’s dependents, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expirethe Executive) as is then in existence for other executives during the coverage period; provided, that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted (and any payment made by the Company in respect of any taxes imposed with respect to such benefits shall be paid to the Executive, or to the applicable taxing authority on his behalf, no later than the due date of such taxes); provided further, however, that within forty-five that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (45vi) business days after the termination vested accrued benefits, if any, under the employee benefit programs of this Agreementthe Company, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) Section 6 above, determined in accordance with the applicable terms and 5(B) provisions of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceprograms.

Termination Due to Disability. (i) In the event of the Employee's Disability (as hereinafter defined), the Company shall be entitled to terminate his employment upon providing the Employee suffers a with six months' prior written notice. In the case that the Company terminates the Employee's employment due to Disability, as defined herein, during the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee shall be entitled to receive any applicable disability insurance benefits receive, for the remainder of the Term, his Salary at the rate in effect immediately prior to the Disability, plus his maximum Bonus as allowed under Paragraph 5 (D) of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(Bdescribed in Section 3(b), Employer’s obligations less any amounts paid to compensate the Employee under Paragraph 5 any disability plan of this Agreement the Company. In addition, the Employee shall immediately expirecontinue to be covered by the Company's health and medical benefit plans as described in Section 3(e) for the remainder of the Term. (ii) In addition, in the event of the Employee's Disability, all of the Employee's then-outstanding options to purchase shares of the Parent's common stock shall continue to vest for a period of the longer of (A) the remainder of the Term or (B) twelve months; providedPROVIDED, howeverHOWEVER, that within fortyto the extent that any such option vests on an annual basis, the Employee shall also be vested as to a pro-five rata portion of the next tranche through the longer of (45A) business days after the termination remainder of this Agreement, Employer the term or (B) twelve months. The Employee shall pay be entitled to Employee that retain the vested portion of his Annual Salary and Bonus options as provided if he had remained an Employee until such options otherwise expire in Paragraphs 5(Aaccordance with their terms. (iii) and 5(B) of As used in this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(BSection 4(c), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” "DISABILITY" shall mean, the inability of Employee, because of injury, illness, disease, or bodily mean a physical or mental infirmity, to engage in incapacity that substantially prevents the performance of substantially all Employee from performing his duties hereunder and that has continued for at least six of the duties required last twelve months and that can reasonably be expected to continue indefinitely. Any dispute as to whether or not the Employee is disabled within the meaning of the preceding sentence shall be resolved by this Agreement with or without a reasonable accommodation. Employer shall physician reasonably satisfactory to the Employee and fairly determine such Disability upon receipt ofthe Company, and in reliance on, medical advice from a licensed the determination of such physician or physicians qualified to give professional medical adviceshall be final and binding upon both the Employee and the Company.

Termination Due to Disability. In the event Employee suffers a Disability, as defined herein, during the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s Executive's employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement ----------------------------- is terminated because of Employee’s Disabilitydue to his permanent or total disability, Employee Executive or his legal representative shall be entitled to receive the following: (i) on account of any applicable disability insurance benefits incentive compensation program for which awards are computed on a formula basis, an amount equal to the amount earned by the Executive as allowed under Paragraph 5 (D) of this Agreement. Upon termination the Date of this Agreement pursuant to this Paragraph 10(B)Termination, Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expire; provided, however, that within forty-five (45) business days after pro rated for the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary the calendar year elapsed prior to the Date of Termination, and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall payable on the date it would otherwise have been payable; (ii) the balance on any other incentive awards previously earned through the termination date, but not yet paid. Except , payable on their standard payment date; (iii) the right to exercise any stock option held by Executive which is then exercisable (other than any ISO) on the Date of Termination for the remainder of its term; (iv) continuation of medical benefits and life insurance as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes provided in Section 3.3 of this Agreement onlyfor so long as such continuation may be provided at reasonable cost to the Employer under its insurance arrangements in effect from time to time (provided that if the Executive accepts employment with another employer that offers medical and/or life insurance benefits, then the term “Disability” Employer's obligation to provide such benefits under this clause shall mean, terminate); (v) any other amounts payable according to the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, Employer's disability policies; provided that disability payments that would be funded by insurance on the date hereof shall be made to engage the extent that funds are available under insurance policies maintained by the Employer which are then in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. effect; (vi) any other amounts that accrued and became due and payable prior to termination but have not yet been paid from Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical advice.Executive

Termination Due to Disability. In the event Employee suffers a Disability, as defined herein, If during the Term of Employment and isyou become physically or mentally disabled, thereforewhether totally or partially, unable to perform so that you are prevented from performing the duties required by the Agreement material functions of your position for more than ninety periods aggregating six (906) calendar days during months in any consecutive twelve (12) month period, Employer shall have the right Company will be entitled to terminate this Agreement and Employee’s employment. Employer shall deliver your employment during the Term of Employment upon written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”)you given at any time thereafter during which you are still disabled. This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee shall You will thereafter be entitled to receive any applicable receive, in addition to the Termination Entitlement, (subject to the requirements of Section 5.7) for the greater of the remainder of the original Term of Employment or twelve (12) months, bi-weekly payments made in substantially equal installments in accordance with the customary payroll practices of the Company, and subject to payroll deductions and required withholdings, at an annualized rate equal to the sum of your Base Salary and “Average Annual Bonus” (as defined below), but reduced on a monthly basis by an amount equal to the disability payments received for such month by you from Workers’ Compensation, Social Security and disability insurance benefits as allowed under Paragraph 5 (D) of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expirepolicies maintained by the Company or its affiliate; provided, however, that within fortyall payments under this Section 5.3 shall cease upon the earlier of: (i) your commencing substantially full-five time employment, or (45ii) business days after you ceasing to be eligible for long-term disability benefits under the Company’s or an affiliate’s long-term disability plan or becoming eligible only for partial benefits of less than fifty percent (50%) under such plan. Upon the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established payments made pursuant to this Paragraph 10(B)Section 5.3, Employer your disability payments, if any, will be determined in accordance with the Company’s long-term disability program then in effect, and Employee shall have no further obligations payments will be made pursuant to each other the terms of this Agreement. All payments made under this AgreementSection 5.3 after the date of termination of employment are intended to be disability payments, regardless of the manner in which they are computed. For purposes of this Agreement onlyAgreement, the term “DisabilityAverage Annual Bonus” shall mean, be defined as an amount equal to the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all average of the duties required two (2) highest Bonus amounts received by this Agreement with you before the effective date of your termination (excluding any special, spot or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical advicelong term incentive plan bonuses) for the most recent five (5) completed Bonus plan years at the Company.

Termination Due to Disability. (i) In the event of the Employee's Disability (as hereinafter defined), the Company shall be entitled to terminate her employment upon providing the Employee suffers a with six months' prior written notice. In the case that the Company terminates the Employee's employment due to Disability, as defined herein, during the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee shall be entitled to receive any applicable disability insurance benefits receive, for the remainder of the Term, her Salary at the rate in effect immediately prior to the Disability, plus her maximum Bonus as allowed under Paragraph 5 (D) of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(Bdescribed in Section 3(b), Employer’s obligations less any amounts paid to compensate the Employee under Paragraph 5 any disability plan of this Agreement the Company. In addition, the Employee shall immediately expirecontinue to be covered by the Company's health and medical benefit plans as described in Section 3(e) for the remainder of the Term. (ii) In addition, in the event of the Employee's Disability, all of the Employee's then-outstanding options to purchase shares of the Parent's common stock shall continue to vest for a period of the longer of (A) the remainder of the Term or (b) twelve months; providedPROVIDED, howeverHOWEVER, that within fortyto the extent that any such option vests on an annual basis, the Employee shall also be vested as to a pro-five (45) business days after the termination of this Agreement, Employer shall pay to Employee that rata portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned the next tranche through the termination date, but not yet paidlonger of (A) the remainder of the term or (B) twelve months. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and The Employee shall have no further obligations be entitled to each other under retain the vested portion of her options as if she had remained an Employee until such options otherwise expire in accordance with their terms. (iii) As used in this Agreement. For purposes of this Agreement onlySection 4(c), the term “Disability” "DISABILITY" shall mean, the inability of Employee, because of injury, illness, disease, or bodily mean a physical or mental infirmity, to engage in incapacity that substantially prevents the performance of substantially all Employee from performing her duties hereunder and that has continued for at least six of the duties required last twelve months and that can reasonably be expected to continue indefinitely. Any dispute as to whether or not the Employee is disabled within the meaning of the preceding sentence shall be resolved by this Agreement with or without a reasonable accommodation. Employer shall physician reasonably satisfactory to the Employee and fairly determine such Disability upon receipt ofthe Company, and in reliance on, medical advice from a licensed the determination of such physician or physicians qualified to give professional medical adviceshall be final and binding upon both the Employee and the Company.

Termination Due to Disability. In the event Employee suffers a the Executive's employment is terminated due to his Disability, as defined hereinhe shall be entitled in such case to the following: (i) Base Salary through the date of termination; (ii) through the Company's long-term disability plans or otherwise, during an amount equal to 60% of the Term Base Salary for the period beginning on the date of Employment termination through the Executive's attainment of age 65; (iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability; (iv) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and isany forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (v) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (vi) any outstanding stock option or other equity award at the time of termination due to Disability shall become fully vested, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer and he shall have the right to terminate exercise any such award for the lesser of (A) 12 months from the date of Disability or (B) the remainder of the full original term of the option (notwithstanding any contrary provision of any plan or agreement); (vii) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement Agreement; (viii) continued participation to the extent provided in medical, dental, hospitalization and Employee’s employmentlife insurance coverage and in all other employee welfare plans and programs in which he was participating on the date of termination for the period of the Disability or until he attains age 65, if earlier; and (ix) other or additional benefits in accordance with applicable plans and programs of the Company. Employer In no event shall deliver a termination of the Executive's employment for Disability occur unless the Party terminating his employment gives written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying the other Party in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee shall be entitled to receive any applicable disability insurance benefits as allowed under Paragraph 5 (D) of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expire; provided, however, that within forty-five (45) business days after the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement accordance with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceSection 24 below.

Termination Due to Disability. In Upon any termination of an Employee's employment due to disability: (a) Unless otherwise provided in the event Employee suffers a Disabilityrelevant Award Instrument, as defined hereinthe Employee, during or the Term of Employment and isEmployee's Representative, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right (i) to terminate this Agreement and Employee’s employment. Employer shall deliver written notice exercise, from time to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days time during the period ending one year after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee shall be entitled to receive any applicable disability insurance benefits as allowed under Paragraph 5 (D) of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expire; provided, however, that within forty-five (45) business days after the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned through the termination dateEmployment Termination Date, but not yet paid. Except later than the Option Expiration Date, any Nonqualified Options and related SARs that were outstanding on the Employment Termination Date, if and to the same extent those Options and SARs were exercisable by the Employee on the Employment Termination Date, and (ii) to exercise, from time to time during the period ending one year after the Employment Termination Date, but not later than the Option Expiration Date, any Incentive Stock Options and related SARs that were outstanding on the Employment Termination Date, if and to the same extent as those Options and SARs were exercisable by the Employee on the Employment Termination Date (even though exercise of the Incentive Stock Option more than three months after the Employment Termination Date may cause the Option to fail to qualify for Incentive Stock Option treatment under the Code), (b) Unless otherwise set forth herein provided in the relevant Award Instrument, the Employee, or the Employee's Representative, shall offer for resale at the Acquisition Price to the Company each Common Share of Restricted Shares held by the Employee at the Employment Termination Date with respect to which, as of that date, any restrictions, conditions, or contingencies have not lapsed, and (c) Unless otherwise required by applicable lawprovided in the relevant Award Instrument, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations forfeit each Performance Share with respect to each other under this Agreement. For purposes which, as of this Agreement onlythat date, the term “Disability” shall meanany restrictions, the inability of Employee, because of injury, illness, diseaseconditions, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical advicecontingencies have not lapsed.

Termination Due to Disability. In the event Employee suffers a Disabilitythe Executive’s employment hereunder is terminated due to his disability, as defined hereindetermined under the Company’s long-term disability plan, during the Term Executive shall be entitled to: (i) the Base Salary as provided in Section 4, above, through the end of Employment the sixth month after the month in which the Executive’s employment terminates due to disability, to be paid in accordance with the Company’s regular payroll practices, (ii) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, to be paid at the time such bonus would otherwise be due under the applicable program, and isreimbursement of business expenses incurred prior to termination of employment in accordance with Section 7(a) above, therefore, unable to perform the duties required by the Agreement for more than ninety (90iii) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) within 45 days after the giving date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the notice Executive’s average annual bonus for the immediately preceding three years (“Disability Notice Period”). This Agreement and Employeeor the period of the Executive’s employment shall terminate at with the close of business on Company, if less), (iv) the last day rights under any options to purchase equity securities of the Disability Notice Period. If this Agreement is terminated because Company or other rights with respect to equity securities of Employee’s Disabilitythe Company, Employee shall be entitled to receive including any applicable disability insurance benefits as allowed under Paragraph 5 restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (Dv) for a period of this Agreement. Upon six months following the termination of this Agreement pursuant the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive’s dependents, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expirethe Executive) as is then in existence for other executives during the coverage period; provided, that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided further, however, that within fortythat, in the event the Executive becomes re-five employed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (45vi) business days after the termination vested accrued benefits, if any, under the employee benefit programs of this Agreementthe Company, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) Section 6 above, determined in accordance with the applicable terms and 5(B) provisions of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceprograms.

Termination Due to Disability. (i) In the event of the Employee's Disability (as hereinafter defined), the Company shall be entitled to terminate his employment upon providing the Employee suffers a with six months' prior written notice. In the case that the Company terminates the Employee's employment due to Disability, as defined herein, during the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disability, Employee shall be entitled to receive any applicable disability insurance benefits receive, for the remainder of the Term, his Salary at the rate in effect immediately prior to the Disability, plus his maximum Bonus as allowed under Paragraph 5 (D) of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 10(Bdescribed in Section 3(b), Employer’s obligations less any amounts paid to compensate the Employee under Paragraph 5 any disability plan of this Agreement the Company. In addition, the Employee shall immediately expirecontinue to be covered by the Company's health and medical benefit plans as described in Section 3(e) for the remainder of the Term. (ii) In addition, in the event of the Employee's Disability, all of the Employee's then-outstanding options to purchase shares of the Company's common stock shall continue to vest for a period of the longer of (A) the remainder of the Term or (B) twelve months; providedPROVIDED, howeverHOWEVER, that within fortyto the extent that any such option vests on an annual basis, the Employee shall also be vested as to a pro-five rata portion of the next tranche through the longer of (45A) business days after the termination remainder of this Agreement, Employer the term or (B) twelve months. The Employee shall pay be entitled to Employee that retain the vested portion of his Annual Salary and Bonus options as provided if he had remained an Employee until such options otherwise expire in Paragraphs 5(Aaccordance with their terms. (iii) and 5(B) of As used in this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(BSection 4(c), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” "DISABILITY" shall mean, the inability of Employee, because of injury, illness, disease, or bodily mean a physical or mental infirmity, to engage in incapacity that substantially prevents the performance of substantially all Employee from performing his duties hereunder and that has continued for at least six of the duties required last twelve months and that can reasonably be expected to continue indefinitely. Any dispute as to whether or not the Employee is disabled within the meaning of the preceding sentence shall be resolved by this Agreement with or without a reasonable accommodation. Employer shall physician reasonably satisfactory to the Employee and fairly determine such Disability upon receipt ofthe Company, and in reliance on, medical advice from a licensed the determination of such physician or physicians qualified to give professional medical adviceshall be final and binding upon both the Employee and the Company.

Termination Due to Disability. In The Company may terminate the event Employee suffers a Disability, as defined herein, during the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and EmployeeExecutive’s employment. Employer shall deliver , by written notice delivered to Employee of Employer’s intent him, due to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in his Disability. In such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disabilityevent, Employee he shall be entitled to: (i) an amount equal to receive any applicable disability insurance benefits as allowed under Paragraph 5 (D) 100% of this Agreement. Upon Base Salary, at the rate in effect at the date of such termination of this Agreement pursuant his employment, for a period of 365 days following the date of termination, less the amount of any disability benefits provided to this Paragraph 10(B)the Executive under any disability plan or policy; (ii) a Bonus for the year in which such termination occurs in an amount equal to the Bonus that would have been payable to the Executive with respect to such year had such termination not occurred, Employer’s obligations multiplied (in the event such termination occurs before June 30 of such year) by a fraction, the numerator of which shall be the number of days elapsed during such year prior to compensate Employee under Paragraph 5 the date of this Agreement such termination and the denominator of which shall immediately expire; providedbe 181, however, that within forty-five (45) business days after the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary and Bonus payable as provided in Paragraphs 5(ASection 5(b); (iii) all Restricted Shares with respect to which the Restriction Period had expired prior to the date of termination due to his Disability and 5(Ball Restricted Shares (including all Additional Restricted Shares not issued as of the date of termination) as to which the Restriction Period under Section 9(c) hereof has not yet expired (as to which the Restriction Period shall automatically and immediately expire); (iv) all Options not granted as of this Agreement the date of termination and, unless otherwise required by any plan, the continued right to exercise any then vested stock option (including the Options) for the remainder of its term, it being understood that all Options shall have been earned through the termination datevest immediately upon such termination; (v) any amounts earned, accrued or owing but not yet paid. Except as otherwise paid under Sections 5, 6 or 7 above; (vi) continued participation at the expense of the Company in medical, dental and hospitalization insurance coverage in which he was participating on the date of termination of his employment for a period equal to the longest of (x) 12 months from the date of such termination, (y) the minimum period prescribed by applicable law or (z) the period set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all applicable plan or program of the duties required by this Agreement Company; and (vii) other or additional benefits in accordance with or without a reasonable accommodation. Employer shall reasonably applicable plans and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceprograms of the Company.

Termination Due to Disability. The Company may terminate the Employee’s employment hereunder due to Disability. In the event Employee suffers a Disability, as defined herein, during the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at by the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Company due to Disability, Employee the Employee, his beneficiary as designated pursuant to Section 10.i. or his legal representative, as the case may be, shall be entitled to receive receive: i. any applicable unpaid Base Salary through the Date of Termination; ii. any deferred compensation (including, without limitation, interest or other credits on such deferred amounts) to the extent permitted under any plan or agreement pursuant to which such deferred compensation was provided, any Incentive Bonus, any accrued vacation pay and any reimbursement for expenses incurred but not yet paid prior to the Date of Termination; iii. a periodic payment (the “Disability Termination Payment”) equal to Employee’s Aggregate Compensation for the calendar year preceding the year in which the Employee’s Disability Date of Termination occurs divided by 26, which shall be paid to the Employee in bi-weekly installments for a period of 36 months following the Date of Termination; and shall not be reduced by any payments for disability insurance benefits as allowed under Paragraph 5 provided by the Company; iv. until Employee attains the age of 65 or, if Employee dies prior to attaining the age of 65, for three (D3) years following the date of this AgreementEmployee’s death, the Company shall continue all Medical Benefits to the Employee and/or to the Employee’s family at least equal to those which would have been provided to them in accordance with the plans and programs described in Section 4.e. Upon termination of this Agreement if the Employee’s employment had not been terminated due to Disability or, if more favorable to the Employee and/or the Employee’s family, as in effect generally at any time thereafter during the aforesaid period with respect to other senior executives of the Company and their families; provided that in any case the Employee and/or the Employee’s family shall make all premium payments that would otherwise be required of the Employee if the Employee’s employment had not been terminated due to Disability. In the event that the participation of the Employee or the Employee’s family in any such Medical Benefits plan or program is barred, the Company shall arrange to provide the Employee and/or the Employee’s family with Medical Benefits substantially similar to those which the Employee and/or the Employee’s family would otherwise have been entitled to receive under such plans and programs from which continued participation is barred, provided that the Employee and/or the Employee’s family shall make payments to the Company in amounts and at times as any premiums would have been paid by the Employee pursuant to this Paragraph 10(B), Employer’s obligations the immediately preceding sentence; and v. any other compensation or benefits which may be owed or provided to compensate or in respect of the Employee under Paragraph 5 in accordance with the terms and provisions of this Agreement shall immediately expire; provided, however, that within forty-five (45) business days after the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary or any plans and Bonus as provided in Paragraphs 5(A) and 5(B) of this Agreement that shall have been earned through the termination date, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all programs of the duties required by this Agreement with or without a reasonable accommodationCompany. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical advice.EMPLOYMENT AGREEMENT -7- XXXXX X. XXXXXXX

Termination Due to Disability. In The Company may terminate the event Employee suffers a Disability, as defined herein, during the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and EmployeeExecutive’s employment. Employer shall deliver , by written notice delivered to Employee of Employer’s intent him, due to terminate this Agreement pursuant to this Paragraph 10(B) and specifying in his Disability. In such notice a termination date not less than thirty (30) days after the giving of the notice (“Disability Notice Period”). This Agreement and Employee’s employment shall terminate at the close of business on the last day of the Disability Notice Period. If this Agreement is terminated because of Employee’s Disabilityevent, Employee he shall be entitled to: (i) an amount equal to receive any applicable disability insurance benefits as allowed under Paragraph 5 (D) 100% of this Agreement. Upon Base Salary, at the rate in effect at the date of such termination of this Agreement pursuant his employment, for a period of 365 days following the date of termination, less the amount of any disability benefits provided to this Paragraph 10(B)the Executive under any disability plan or policy; (ii) a Bonus for the year in which such termination occurs in an amount equal to the Bonus that would have been payable to the Executive with respect to such year had such termination not occurred, Employer’s obligations multiplied (in the event such termination occurs before June 30 of such year) by a fraction, the numerator of which shall be the number of days elapsed during such year prior to compensate Employee under Paragraph 5 the date of this Agreement such termination and the denominator of which shall immediately expire; providedbe 181, however, that within forty-five (45) business days after the termination of this Agreement, Employer shall pay to Employee that portion of his Annual Salary and Bonus payable as provided in Paragraphs 5(ASection 5(b); (iii) all Restricted Shares with respect to which the Restriction Period had expired prior to the date of termination due to his Disability and 5(Ball Restricted Shares (including all Additional Restricted Shares not issued as of the date of termination) as to which the Restriction Period under Section 9(c) hereof has not yet expired (as to which the Restriction Period shall automatically and immediately expire); (iv) all Options not granted as of this Agreement the date of termination and, unless otherwise required by any plan, the continued right to exercise any then vested stock option for the remainder of its term, it being understood that all Options shall have been earned through the termination datevest immediately upon such termination; (v) any amounts earned, accrued or owing but not yet paid. Except as otherwise paid under Sections 5, 6 or 7 above; (vi) continued participation at the expense of the Company in medical, dental and hospitalization insurance coverage in which he was participating on the date of termination of his employment for a period equal to the longest of (x) 12 months from the date of such termination, (y) the minimum period prescribed by applicable law or (z) the period set forth herein or as otherwise required by applicable law, following the termination date established pursuant to this Paragraph 10(B), Employer and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all applicable plan or program of the duties required by this Agreement Company; and (vii) other or additional benefits in accordance with or without a reasonable accommodation. Employer shall reasonably applicable plans and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceprograms of the Company.

Termination Due to Disability. In the event Employee suffers a Disability(x) the Executive’s employment hereunder is terminated due to her disability, as defined hereindetermined under the Company’s long-term disability plan, during or (y) the Term of Employment and is, therefore, unable to perform the duties required by the Agreement for more than ninety (90) calendar days during any consecutive twelve (12) month period, Employer shall have the right to terminate this Agreement and Employee’s employment. Employer shall deliver written notice to Employee of Employer’s intent to terminate this Agreement Executive incurs a separation from service pursuant to this Paragraph 10(BCode Section 409A as a result of her incapacity due to physical or mental illness (in which case she shall be terminated for disability at the date of the separation from service), the Executive shall be entitled to the following amounts: (i) and specifying in such notice a termination date not less than thirty cash lump sum payment made, within sixty (3060) days after the giving date of termination in an amount equal to the Base Salary as provided in Section 4, above, that would have been paid to the Executive had she remained employed through the end of the notice (“Disability Notice Period”). This Agreement and Employeesixth month after the month in which the Executive’s employment shall terminate terminates due to disability, (ii) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5 above, to be paid at the close time such bonus would otherwise be due under Section 5 above, and reimbursement of business on expenses incurred prior to termination of employment in accordance with Section 7 above, (iii) if the last day date of termination occurs after 2008, within 60 days after the date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Disability Notice Period. If this Agreement Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), (iv) if the date of termination occurs prior to the date the second installment of the 2008 Guaranteed Bonus is terminated because of Employee’s Disabilitypaid, Employee such unpaid installment shall be entitled paid as provided in Section 5 as if the Executive’s employment had not terminated, (v) the rights under any options to receive purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any applicable disability insurance benefits as allowed under Paragraph 5 restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (Dvi) for a period of this Agreement. Upon six months following the termination of this Agreement pursuant the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive’s immediate family members, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to this Paragraph 10(B), Employer’s obligations to compensate Employee under Paragraph 5 of this Agreement shall immediately expirethe Executive) as is then in existence for other executives during the coverage period; provided, that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided further, however, that within fortythat, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (vii) the vested accrued benefits, if any, under the employee benefit pro-five (45) business days after grams of the termination of this AgreementCompany, Employer shall pay to Employee that portion of his Annual Salary and Bonus as provided in Paragraphs 5(A) Section 6 above, determined in accordance with the applicable terms and 5(B) provisions of this Agreement that shall have been earned through the termination datesuch programs, but not yet paid. Except as otherwise set forth herein or as otherwise required by applicable lawincluding any previously granted and unpaid LTIP, following the termination date established pursuant to this Paragraph 10(B), Employer deferred cash and Employee shall have no further obligations to each other under this Agreement. For purposes of this Agreement only, the term “Disability” shall mean, the inability of Employee, because of injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the duties required by this Agreement with or without a reasonable accommodation. Employer shall reasonably and fairly determine such Disability upon receipt of, and in reliance on, medical advice from a licensed physician or physicians qualified to give professional medical adviceretention awards.