Common use of Termination for Death or Disability Clause in Contracts

Termination for Death or Disability. If this Agreement is terminated due to the Executive’s death or Disability, then the Company will pay the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) (i) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all earned and accrued, but unpaid Bonuses prorated to the date of the Executive’s death or Disability; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted by the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein.

Termination for Death or Disability. If this Agreement is terminated due to Employee’s employment hereunder shall terminate upon Employee’s death or Disability (as defined below). In the Executiveevent of Employee’s death or Disability, then the Company will pay the Executive Employee (or the ExecutiveEmployee’s estate and/or beneficiaries, as or beneficiaries in the case may beof death) shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Employer Group on and after the effective date of termination of employment other than (i1) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all Salary earned and accrued, but unpaid Bonuses prorated to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) any earned but unpaid bonus then payable to Employee (which shall be paid on Employer’s next scheduled payroll date), (3) business expense reimbursement pursuant to Section 7, (4) benefits provided pursuant to Section 6, subject to the Executive’s death or Disability; terms and conditions applicable thereto and (iii5) all approved, but unreimbursed, business expenses, provided that a request continued Base Salary payments for reimbursement three (3) months from the date of business expenses is submitted termination of employment to be paid in accordance with Employer’s scheduled payroll practices (in the Companycase of Disability, offset by amounts payable to Employee pursuant to any disability plan sponsored by any member of the Employer Group). For purposes of this Section 15, Disability is defined as Employee’s policies and submitted incapacity, certified by a licensed physician selected by Employer (“Employer’s Physician”), which precludes Employee from performing the Executive essential functions of Employee’s duties hereunder for a substantial portion of any consecutive period of six (6) months or more. In the event Employee disagrees with the conclusions of the Employer’s Physician, Employee (or Employee’s representative) shall designate a physician (“Employee’s Physician”), and Employer’s Physician and Employee’s Physician shall jointly select a third physician (“Third Physician”), who shall make the Executive’s estate and/or beneficiaries, as determination which determination shall be final and binding on the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior parties hereto. Employee hereby consents to the date of termination, a lump sum payment equal to eighteen (18) times (any examination or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance or authorize access to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, any medical records that the Executive may be reasonably required by Employer’s Physician or the Executive’s eligible dependents shall Third Physician in connection with any determination to be solely responsible for any requirements which must be satisfied or actions that must be taken in order made pursuant to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein15.

Termination for Death or Disability. If this Agreement is terminated due to (a) Executive’s employment shall terminate immediately upon his death or Disability (as hereinafter defined). Upon such termination, the Executive’s death , his estate, or Disability, then the Company will pay the Executive (or the Executive’s estate and/or his beneficiaries, as the case may be) , shall be entitled to receive, and their sole remedies under this Agreement shall be: (i) all accruedsubject to Section 6(b), but any earned and unpaid wagesSalary accrued through the date of termination, based on the payable in a lump sum not later than 15 days following Executive’s then current Base Salary, through the termination date; of employment; (ii) all earned subject to Section 6(b), compensation for any unused personal holidays and accruedunused vacation days accrued in the fiscal year in which termination occurs through the date of termination, but unpaid Bonuses prorated payable as in clause (i) of this Section 6; (iii) subject to Section 6(b), the ratable amount of Bonus, if any, to which Executive would otherwise have been entitled in the current fiscal year to the date of termination under this Section, payable at the Executive’s death time specified in Section 3(b); (iv) any unpaid benefits accrued through the date of termination that may be due the Executive under any employee benefit plans or Disability; (iii) all approvedprograms of the Company, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted payable in accordance with the Company’s policies and submitted by the Executive terms of such plans or programs, together with any documented, unreimbursed business expenses, payable in accordance with Company policies; and (v) any stock options, grants of Common Stock, restricted share grants or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days other benefits under any of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan compensation plans that were vested as of 5:00 PM on the date immediately prior to the date of termination, a lump sum payment equal to eighteen which may be exercised (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date case of termination; provided, however, that the Executive options) or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken delivered (in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may beof restricted stock) within sixty (60) days of the Executive’s termination date, in accordance with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 terms of such plans and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination any applicable plan agreements with Executive. (b) For purposes of this Agreement, the term “Disability” shall mean any disability, illness, or other incapacity that prevents Executive from performing services as provided hereincontemplated by Section 2, for 120 or more consecutive days or for 180 days in any consecutive 12-month period. In such event, the Company shall have the right to terminate this Agreement upon 10 days’ prior written notice to Executive. During the period of any such disability, illness, or incapacity, (i) the obligation of the Company to pay Salary to Executive pursuant to Section 3 shall be reduced to the extent of any amount received by Executive pursuant to any disability insurance policy maintained and paid for by the Company, and (ii) no bonus compensation or other employee benefits shall accrue or be earned, or count toward proration. Termination under this Section shall not prejudice any rights of Executive under disability policies being maintained by the Company for Executive under the terms of this Agreement, if any.

Termination for Death or Disability. If this Agreement is terminated due to Executive’s employment hereunder shall terminate upon Executive’s death or Disability (as defined below). In the event of Executive’s death or Disability, then the Company will pay the Executive (or the Executive’s estate and/or beneficiaries, as or beneficiaries in the case may beof death) shall have no right to receive any compensation or benefit hereunder or otherwise from Employer on and after the date of termination of employment other than (ia) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all Salary earned and accrued, but unpaid Bonuses prorated to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (b) any bonus earned in a prior calendar year then unpaid to Executive (which shall be paid on the Executive’s death or Disability; date such bonus is distributed to other executives in like positions), (iiic) all approvedbusiness expense reimbursement pursuant to Section 6, but unreimbursed(d) benefits provided pursuant to Section 5, business expensessubject to the terms and conditions applicable thereto, provided that and (e) a request for reimbursement of business expenses is submitted pro rata bonus determined in accordance with Section 4, above, for the Companyyear of termination based on the amount Executive would have earned but for Executive’s policies and submitted termination, which shall be paid at the time such bonus would have been paid in the ordinary course. For purposes of this Section 13, Disability is defined as Executive’s incapacity, certified by a licensed physician selected by Employer (“Employer’s Physician”), which precludes Executive from performing the essential functions of Executive’s duties hereunder for any consecutive period of three (3) months or more. In the event Executive disagrees with the conclusions of Employer’s Physician, Executive (or the Executive’s estate and/or beneficiaries, as the case may berepresentative) within sixty shall designate a physician (60) business days of the “Executive’s termination date; Physician”), and (iv) if the Executive is participating in the CompanyEmployer’s group medical, vision Physician and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled Physician shall jointly select a third physician (“Third Physician”), who shall make the determination. Executive hereby consents to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (any examination or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance or authorize access to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, any medical records that the Executive may be reasonably required by Employer’s Physician or the Executive’s eligible dependents shall Third Physician in connection with any determination to be solely responsible for any requirements which must be satisfied or actions that must be taken in order made pursuant to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein13.

Termination for Death or Disability. If this This Agreement is terminated shall automatically terminate in the event of Employee’s death during employment. No severance pay or other separation benefits will be paid in the event of such termination due to the Executivedeath except that Employee’s death or Disability, then the Company will pay the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) (i) all accrued, beneficiaries shall be entitled to receive any earned but unpaid wages, based on the Executive’s then current Base Salary, through any bonus compensation to the termination date; extent earned but unpaid, any vested deferred compensation or equity awards (ii) other than pension plan or profit-sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Company in which Employee is a participant to the full extent of Employee's rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all earned and accrued, but unpaid Bonuses prorated to the date of termination (collectively “Accrued Compensation”). In the Executiveevent the Employee becomes disabled during employment and, as a result, is unable to continue to perform substantially all of Employee’s death or Disability; duties and responsibilities under this Agreement for a consecutive period of twelve (iii12) all approvedweeks, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2 above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the Employee’s employment, upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability. If any question shall arise as to whether the Employee is disabled to the extent that the Employee is unable to continue to perform substantially all of the Employee’s duties and responsibilities for the Company, the Employee shall, at the Company’s policies request, and submitted by the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the Executive is participating in at the Company’s group medicalexpense, vision and dental plan immediately prior submit to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made medical examination by a physician selected by the Company to whom the Executive (or Employee’s guardian, if any, has no reasonable objection to determine whether the Executive’s estate and/or beneficiaries, as Employee is so disabled and such determination shall for the case may be) within sixty (60) days purposes of this Agreement be conclusive of the Executive’s termination date, with issue. If such a question arises and the payment date determined by the Company in its sole discretion. The Company shall have no other obligations Employee fails to submit to the Executive under this Agreement; howeverrequested medical examination, the Executive Company’s determination of the issue shall continue to be bound by Section 10 and all other post-termination obligations to which binding on the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided hereinEmployee.

Termination for Death or Disability. If this Agreement is terminated due to Employee’s employment hereunder shall terminate upon Employee’s death or Disability (as defined below). In the Executiveevent of Employee’s death or Disability, then the Company will pay the Executive Employee (or the ExecutiveEmployee’s estate and/or beneficiaries, as or beneficiaries in the case may beof death) shall have no right to receive any compensation or benefit hereunder or otherwise from Employer or any member of the Employer Group on and after the effective date of termination of employment other than (i1) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all Salary earned and accrued, but unpaid Bonuses prorated to the date of the Executivetermination of employment (which shall be paid on Employer’s death or Disability; next scheduled payroll date), (iii2) all approvedany earned but unpaid bonus then payable to Employee (which shall be paid on Employer’s next scheduled payroll date), but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted by the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (603) business days of the Executive’s termination date; expense reimbursement pursuant to Section 3(d), and (iv4) if the Executive is participating in the Company’s group medicalbenefits provided pursuant to Section 3(c), vision and dental plan immediately prior subject to the date terms and conditions applicable thereto. For purposes of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made 10, Disability is defined as Employee’s incapacity, certified by a licensed physician selected by Employer (“Employer’s Physician”), which precludes Employee from performing the Company to the Executive (or the Executiveessential functions of Employee’s estate and/or beneficiaries, as the case may be) within duties hereunder for sixty (60) days or more. In the event Employee disagrees with the conclusions of the ExecutiveEmployer’s termination datePhysician, Employee (or Employee’s representative) shall designate a physician (“Employee’s Physician”), and Employer’s Physician and Employee’s Physician shall jointly select a third physician (“Third Physician”), who shall make the determination which determination shall be final and binding on the parties hereto. Employee hereby consents to any examination or to provide or authorize access to any medical records that may be reasonably required by Employer’s Physician or the Third Physician in connection with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue any determination to be bound by made pursuant to this Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein10.

Termination for Death or Disability. If this Agreement is terminated due to Executive’s employment hereunder shall terminate upon Executive’s death or Disability (as defined below). In the event of Executive’s death or Disability, then the Company will pay the Executive (or the Executive’s estate and/or beneficiaries, as or beneficiaries in the case may beof death) shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Company Group on and after the effective date of termination of employment other than (i1) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all Salary earned and accrued, but unpaid Bonuses prorated to the date of termination of employment (which shall be paid on Company’s next scheduled payroll date), (2) any earned but unpaid Performance Bonus in respect of any completed Performance Period for which the Executive’s death or Disability; applicable EBITDA target has been met as provided in Exhibit “A,” (iii3) all approvedbusiness expense reimbursement pursuant to Section 7, but unreimbursed(4) benefits provided pursuant to Section 5, business expenses, provided that a request subject to the terms and conditions applicable thereto and (5) continued Base Salary payments for reimbursement three (3) months from the date of business expenses is submitted termination of employment to be paid in accordance with Company’s scheduled payroll practices (in the case of Disability, offset by amounts payable to Executive pursuant to any disability plan sponsored by any member of the Company Group). For purposes of this Section 14, Disability is defined as Executive’s incapacity, certified by a licensed physician selected by Company (“Company’s Physician”), which precludes Executive from performing the essential functions of Executive’s duties hereunder for a substantial portion of any consecutive period of six (6) months or more. In the event Executive disagrees with the conclusions of the Company’s policies and submitted by the Physician, Executive (or the Executive’s estate and/or beneficiaries, as the case may berepresentative) within sixty shall designate a physician (60) business days of the “Executive’s termination date; Physician”), and (iv) if the Executive is participating in the Company’s group medical, vision Physician and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled Physician shall jointly select a third physician (“Third Physician”), who shall make the determination which determination shall be final and binding on the parties hereto. Executive hereby consents to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (any examination or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance or authorize access to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, any medical records that the Executive may be reasonably required by Company’s Physician or the Executive’s eligible dependents shall Third Physician in connection with any determination to be solely responsible for any requirements which must be satisfied or actions that must be taken in order made pursuant to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein14.

Termination for Death or Disability. If this Agreement is terminated due to (a) Executive’s employment shall terminate immediately upon his death or Disability (as hereinafter defined). Upon such termination, the Executive’s death , his estate, or Disability, then the Company will pay the Executive (or the Executive’s estate and/or his beneficiaries, as the case may be) , shall be entitled to receive, and their sole remedies under this Agreement shall be: (i) all accruedsubject to Section 7(b), but any earned and unpaid wagesSalary accrued through the date of termination, based on the payable in a lump sum not later than 15 days following Executive’s then current Base Salary, through the termination date; of employment; (ii) all earned subject to Section 7(b), compensation for any unused personal holidays and accruedunused vacation days accrued in the fiscal year in which termination occurs through the date of termination, but unpaid Bonuses prorated payable as in clause (i) of this Section 6; (iii) subject to Section 7(b), the ratable amount of Bonus, if any, to which Executive would otherwise have been entitled in the current fiscal year to the date of termination under this Section, payable at the Executive’s death time specified in Section 3(b); (iv) any unpaid benefits accrued through the date of termination that may be due the Executive under any employee benefit plans or Disability; (iii) all approvedprograms of the Company, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted payable in accordance with the Company’s policies and submitted by the Executive terms of such plans or programs, together with any documented, unreimbursed business expenses, payable in accordance with Company policies; and (v) any stock options, grants of Common Stock, restricted share grants or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days other benefits under any of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan compensation plans that were vested as of 5:00 PM on the date immediately prior to the date of termination, a lump sum payment equal to eighteen which may be exercised (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date case of termination; provided, however, that the Executive options) or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken delivered (in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may beof restricted stock) within sixty (60) days of the Executive’s termination date, in accordance with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 terms of such plans and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination any applicable plan agreements with Executive. (b) For purposes of this Agreement, the term “Disability” shall mean any disability, illness, or other incapacity that prevents Executive from performing services as provided hereincontemplated by Section 2, for 120 or more consecutive days or for 180 days in any consecutive 12-month period. In such event, the Company shall have the right to terminate this Agreement upon 10 days’ prior written notice to Executive. During the period of any such disability, illness, or incapacity, (i) the obligation of the Company to pay Salary to Executive pursuant to Section 3 shall be reduced to the extent of any amount received by Executive pursuant to any disability insurance policy maintained and paid for by the Company, and (ii) no bonus compensation shall accrue or be earned, or count toward proration. Termination under this Section shall not prejudice any rights of Executive under disability policies being maintained by the Company for Executive under the terms of this Agreement, if any.

Termination for Death or Disability. If this Agreement is terminated due to (a) Executive’s employment shall terminate immediately upon his death or Disability (as hereinafter defined). Upon such termination, the Executive’s death , his estate, or Disability, then the Company will pay the Executive (or the Executive’s estate and/or his beneficiaries, as the case may be) , shall be entitled to receive, and their sole remedies under this Agreement shall be: (i) all accruedsubject to Section 8(b), but any earned and unpaid wagesSalary accrued through the date of termination, based on the payable in a lump sum not later than 15 days following Executive’s then current Base Salary, through the termination date; of employment; (ii) all earned subject to Section 8(b), compensation for any unused personal holidays and accruedunused vacation days accrued in the fiscal year in which termination occurs through the date of termination, but unpaid Bonuses prorated payable as in clause (i) of this Section 7; (iii) subject to Section 8(b), the ratable amount of Bonus, if any, to which Executive would otherwise have been entitled in the current fiscal year to the date of termination under this Section, payable at the Executive’s death time specified in Section 4(b); (iv) any unpaid benefits accrued through the date of termination that may be due the Executive under any employee benefit plans or Disability; (iii) all approvedprograms of the Company, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted payable in accordance with the Company’s policies and submitted by the Executive terms of such plans or programs, together with any documented, unreimbursed business expenses, payable in accordance with Company policies; and (v) any stock options, grants of Common Stock, restricted share grants or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days other benefits under any of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan compensation plans that were vested as of 5:00 PM on the date immediately prior to the date of termination, a lump sum payment equal to eighteen which may be exercised (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date case of termination; provided, however, that the Executive options) or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken delivered (in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may beof restricted stock) within sixty (60) days of the Executive’s termination date, in accordance with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 terms of such plans and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination any applicable plan agreements with Executive. (b) For purposes of this Agreement, the term “Disability” shall mean any disability, illness, or other incapacity that prevents Executive from performing services as provided hereincontemplated by Section 3, for 120 or more consecutive days or for 180 days in any consecutive 12-month period. In such event, the Company shall have the right to terminate this Agreement upon 10 days’ prior written notice to Executive. During the period of any such disability, illness, or incapacity, (i) the obligation of the Company to pay Salary to Executive pursuant to Section 4 shall be reduced to the extent of any amount received by Executive pursuant to any disability insurance policy maintained and paid for by the Company, and (ii) no bonus compensation shall accrue or be earned, or count toward proration. Termination under this Section shall not prejudice any rights of Executive under disability policies being maintained by the Company for Executive under the terms of this Agreement, if any.

Termination for Death or Disability. If this Agreement is terminated due to Executive’s employment hereunder shall terminate upon Executive’s death or Disability (as defined below). In the event of Executive’s death or Disability, then the Company will pay the Executive (or the Executive’s estate and/or beneficiaries, as or beneficiaries in the case may beof death) shall have no right to receive any compensation or benefit hereunder or otherwise from Employer on and after the date of termination of employment other than (ia) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all Salary earned and accrued, but unpaid Bonuses prorated to the date of the Executivetermination of employment (which shall be paid on Employer’s death or Disability; next scheduled payroll date), (iiib) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted any bonus and/or incentive award earned in accordance with the Companyterms of Employer’s policies and submitted by the plan in a prior calendar year then unpaid to Executive (or which shall be paid on the Executive’s estate and/or beneficiariesdate such bonus is distributed to other executives in like positions), as the case may be) within sixty (60c) business days of the Executive’s termination date; and expense reimbursement pursuant to Section 6, (ivd) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior benefits provided pursuant to Section 5 (including but not limited to any unused vacation pay through the date of termination, to the extent theretofore unpaid), subject to the terms and conditions applicable thereto, and (e) a lump sum payment equal to eighteen (18) times (or such lesser period that pro rata bonus and/or incentive award determined in accordance with Section 4, above, for the year of termination based on the amount Executive and/or the would have earned but for Executive’s eligible dependents are entitled to under COBRA) termination, which shall be paid at the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents time such bonus and/or incentive award would have been paid in the month immediately preceding the date ordinary course. For purposes of termination; providedthis Section 13, however, that the Executive or the Disability is defined as Executive’s eligible dependents shall be solely responsible incapacity, certified by a licensed physician selected by Employer (“Employer’s Physician”), which precludes Executive from performing the essential functions of Executive’s duties hereunder for any requirements which must be satisfied consecutive period of three (3) months or actions that must be taken in order to obtain such COBRA continuation coveragemore. Payment In the event Executive disagrees with the conclusions of the amounts listed in this Section 7.3 shall be made by the Company to the Employer’s Physician, Executive (or the Executive’s estate and/or beneficiaries, as the case may berepresentative) within sixty shall designate a physician (60) days of the “Executive’s termination datePhysician”), and Employer’s Physician and Executive’s Physician shall jointly select a third physician (“Third Physician”), who shall make the determination. Executive hereby consents to any examination or to provide or authorize access to any medical records that may be reasonably required by Employer’s Physician or the Third Physician in connection with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue any determination to be bound by made pursuant to this Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein13.

Termination for Death or Disability. If this This Agreement is terminated shall automatically terminate in the event of Employee’s death during employment. No severance pay or other separation benefits will be paid in the event of such termination due to the Executivedeath except that Employee’s death or Disability, then the Company will pay the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) (i) all accrued, beneficiaries shall be entitled to receive any earned but unpaid wages, based on the Executive’s then current Base Salary, through any bonus compensation to the termination date; extent earned but unpaid, any vested deferred compensation (ii) other than pension plan or profit-sharing plan benefits which will be paid in accordance with the applicable plan), any vested Equity Awards (subject to any right of repurchase set forth in any applicable equity plan or agreement), any vested Post-Closing RSU Payments, any benefits under any plans of the Company in which Employee is a participant to the full extent of Employee's rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all earned and accrued, but unpaid Bonuses prorated to the date of termination (collectively “Accrued Compensation”). In the Executiveevent the Employee becomes disabled during employment and, as a result, is unable to continue to perform substantially all of Employee’s death or Disability; duties and responsibilities under this Agreement for a consecutive period of twelve (iii12) all approvedweeks, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(c) above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the Employee’s employment, upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability. If any question shall arise as to whether the Employee is disabled to the extent that the Employee’s duties and responsibilities for the Company, the Employee shall, at the Company’s policies request, and submitted by the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the Executive is participating in at the Company’s group medicalexpense, vision and dental plan immediately prior submit to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made medical examination by a physician selected by the Company to whom the Executive (or Employee’s guardian, if any, has no reasonable objection to determine whether the Executive’s estate and/or beneficiaries, as Employee is so disabled and such determination shall for the case may be) within sixty (60) days purposes of this Agreement be conclusive of the Executive’s termination date, with issue. If such a question arises and the payment date determined by the Company in its sole discretion. The Company shall have no other obligations Employee fails to submit to the Executive under this Agreement; howeverrequested medical examination, the Executive Company’s determination of the issue shall continue to be bound by Section 10 and all other post-termination obligations to which binding on the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided hereinEmployee.

Termination for Death or Disability. If this Agreement is terminated due to Executive's employment hereunder shall terminate upon Executive's death or Disability (as defined below). In the event of Executive’s 's death or Disability, then the Company will pay the Executive (or the Executive’s 's estate and/or beneficiaries, as or beneficiaries in the case may beof death) shall, excepted as otherwise stated herein, have no right to receive any compensation or benefit hereunder or otherwise from Employer on and after the date of termination of employment other than (ia) all accrued, unpaid Base Salary and earned but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all earned and accrued, but unpaid Bonuses prorated unused Paid Time Off to the date of termination of employment (which shall be paid on Employer's next scheduled payroll date), (b) any bonus earned and awarded for work performed in a prior calendar year but which remains unpaid to Executive (which shall be paid on the Executive’s death or Disability; date such bonus is distributed to other executives in like positions), (iiic) all approvedincurred, but unreimbursedunpaid business expense reimbursement pursuant to Section 6, business expensesand (d) benefits provided pursuant to Section 5, provided that subject specifically to and limited by the terms and conditions applicable thereto. For purposes of this Section 13, Disability is defined as Executive's incapacity, certified by a request licensed physician selected by Employer ("Employer's Physician"), which precludes Executive from performing the essential functions of Executive's duties hereunder for reimbursement any consecutive period of business expenses is submitted in accordance two (2) month. In the event Executive disagrees with the Company’s policies and submitted by the conclusions of Employer's Physician, Executive (or Executive's representative) shall designate a physician ("Executive's Physician"), and Employer's Physician and Executive's Physician shall jointly select a third physician ("Third Physician"), who shall make the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the determination. Executive is participating in the Company’s group medical, vision and dental plan immediately prior hereby consents to the date of termination, a lump sum payment equal to eighteen (18) times (any examination or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance or authorize access to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, any medical records that the Executive may be reasonably required by Employer's Physician or the Executive’s eligible dependents shall Third Physician in connection with any determination to be solely responsible for any requirements which must be satisfied or actions that must be taken in order made pursuant to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein13.

Termination for Death or Disability. If this Agreement is terminated due to Executive's employment hereunder shall terminate upon Executive's death or Disability (as defined below). In the event of Executive’s 's death or Disability, then the Company will pay the Executive (or the Executive’s 's estate and/or beneficiaries, as or beneficiaries in the case may beof death) shall have no right to receive any compensation or benefit hereunder or otherwise from Employer on and after the date of termination of employment other than (ia) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all Salary earned and accrued, but unpaid Bonuses prorated to the date of termination of employment (which shall be paid on Employer's next scheduled payroll date), (b) any bonus earned in a prior calendar year then unpaid to Executive (which shall be paid on the Executive’s death or Disability; date such bonus is distributed to other executives in like positions), (iiic) all approvedbusiness expense reimbursement pursuant to Section 6, but unreimbursed(d) benefits provided pursuant to Section 5, business expensessubject to the terms and conditions applicable thereto, provided that and (e) a request for reimbursement of business expenses is submitted pro rata bonus determined in accordance with Section 4, above, for the Company’s policies and submitted year of termination based on the amount Executive would have earned but for Executive's termination, which shall be paid at the time such bonus would have been paid in the ordinary course. For purposes of this Section 13, Disability is defined as Executive's incapacity, certified by a licensed physician selected by Employer ("Employer's Physician"), which precludes Executive from performing the essential functions of Executive's duties hereunder for any consecutive period of three (3) months or more. In the event Executive disagrees with the conclusions of Employer's Physician, Executive (or Executive's representative) shall designate a physician ("Executive's Physician"), and Employer's Physician and Executive's Physician shall jointly select a third physician ("Third Physician"), who shall make the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the determination. Executive is participating in the Company’s group medical, vision and dental plan immediately prior hereby consents to the date of termination, a lump sum payment equal to eighteen (18) times (any examination or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance or authorize access to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, any medical records that the Executive may be reasonably required by Employer's Physician or the Executive’s eligible dependents shall Third Physician in connection with any determination to be solely responsible for any requirements which must be satisfied or actions that must be taken in order made pursuant to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein13.

Termination for Death or Disability. If this Agreement is terminated due to Employee’s employment hereunder shall terminate upon Employee’s death or Disability (as defined below). In the Executiveevent of Employee’s death or Disability, then the Company will pay the Executive Employee (or the ExecutiveEmployee’s estate and/or beneficiaries, as or beneficiaries in the case may beof death) shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Employer Group on and after the effective date of termination of employment other than (i1) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all Salary earned and accrued, but unpaid Bonuses prorated to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) any earned but unpaid bonus then payable to Employee (which shall be paid on Employer’s next scheduled payroll date), (3) business expense reimbursement pursuant to Section 6, (4) benefits provided pursuant to Section 5, subject to the Executive’s death or Disability; terms and conditions applicable thereto and (iii5) all approved, but unreimbursed, business expenses, provided that a request continued Base Salary payments for reimbursement three (3) months from the date of business expenses is submitted termination of employment to be paid in accordance with Employer’s scheduled payroll practices (in the Companycase of Disability, offset by amounts payable to Employee pursuant to any disability plan sponsored by any member of the Employer Group). For purposes of this Section 14, Disability is defined as Employee’s policies and submitted incapacity, certified by a licensed physician selected by Employer (“Employer’s Physician”), which precludes Employee from performing the Executive essential functions of Employee’s duties hereunder for a substantial portion of any consecutive period of six (6) months or more. In the event Employee disagrees with the conclusions of the Employer’s Physician, Employee (or Employee’s representative) shall designate a physician (“Employee’s Physician”), and Employer’s Physician and Employee’s Physician shall jointly select a third physician (“Third Physician”), who shall make the Executive’s estate and/or beneficiaries, as determination which determination shall be final and binding on the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior parties hereto. Employee hereby consents to the date of termination, a lump sum payment equal to eighteen (18) times (any examination or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance or authorize access to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, any medical records that the Executive may be reasonably required by Employer’s Physician or the Executive’s eligible dependents shall Third Physician in connection with any determination to be solely responsible for any requirements which must be satisfied or actions that must be taken in order made pursuant to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein14.

Termination for Death or Disability. If the Participating Officer’s employment with the CBL Management Company terminates for reasons of the Participating Officer’s death or disability (defined as the complete and permanent disability of the Participating Officer as defined by the Company’s benefit insurance plans) prior to the end of an Annual Performance Period, then a portion of the PSUs for such Annual Performance Period shall nonetheless be deemed earned by the Participating Officer if the relevant Performance Goals for such Annual Performance Period are achieved. The portion of the PSUs for such Annual Performance Period deemed to be earned by the Participating Officer will be a pro-rated portion of the PSUs granted under this Agreement for such Annual Performance Period, calculated based upon the quotient of (i) the number of calendar days from January 1 of such Annual Performance Period through the date of such termination occurring within such Annual Performance Period divided by (ii) 365. Upon the determination of the portion of the Participating Officer’s PSUs earned through his/her date of termination for such Annual Performance Period, the balance of the Participating Officer’s PSUs for such Annual Performance Period granted pursuant to this Agreement shall thereupon be forfeited and the Participating Officer shall have no further right, title and/or interest in such PSUs for such Annual Performance Period or any subsequent Annual Performance Period. By way of clarification, (A) a Participating Officer whose employment is terminated due to the Executive’s his/her death or Disabilitydisability shall be deemed to have earned the PSUs for the Annual Performance Period within which his/her termination occurred if the Performance Goals were achieved for such Annual Performance Period subject only to the pro-ration referenced herein, then the Company will pay the Executive and such Participating Officer (or his/her estate/representative) shall be entitled to receive the Executiveshares of Common Stock represented by such PSUs (in the pro-rated amount) following the conclusion of such Annual Performance Period as set forth in Paragraph 2 above as if such Participating Officer’s estate and/or beneficiaries, as employment had not been terminated and any and all applicable grace periods set forth on Exhibit A shall likewise be in force with respect to such PSUs and (B) the case may be) (i) all accrued, but unpaid wages, based on PSUs of the Executive’s then current Base Salary, through Participating Officer for the Annual Performance Period during which the termination date; (ii) all earned and accrued, but unpaid Bonuses prorated to the date of employment of the Executive’s death or Disability; (iii) all approved, but unreimbursed, business expenses, provided that a request Participating Officer occurred and for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted by the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately any prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents Annual Performance Periods shall be solely responsible the only PSUs subject to any adjustment per any applicable grace periods set forth on Exhibit A and the Participating Officer’s PSUs for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 subsequent Annual Performance Period shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided hereinforfeited.

Termination for Death or Disability. If this Agreement is terminated due to Executive’s employment hereunder shall terminate upon Executive’s death or Disability (as defined below). In the event of Executive’s death or Disability, then the Company will pay the Executive (or the Executive’s estate and/or beneficiaries, as or beneficiaries in the case may beof death) shall have no right to receive any compensation or benefit hereunder or otherwise from Employer on and after the date of termination of employment other than (ia) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all Salary earned and accrued, but unpaid Bonuses prorated to the date of the Executivetermination of employment (which shall be paid on Employer’s death or Disability; next scheduled payroll date), (iiib) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted any bonus and/or incentive award earned in accordance with the Companyterms of Employer’s policies and submitted by the plan in a prior calendar year then unpaid to Executive (or which shall be paid on the Executive’s estate and/or beneficiariesdate such bonus is distributed to other Senior Executives in like positions), as the case may be) within sixty (60c) business days of the Executive’s termination date; and expense reimbursement pursuant to Section 6, (ivd) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior benefits provided pursuant to Section 5 (including but not limited to any unused vacation pay through the date of termination, to the extent theretofore unpaid), subject to the terms and conditions applicable thereto, and (e) a lump sum payment equal to eighteen (18) times (or such lesser period that pro rata bonus and/or incentive award determined in accordance with Section 4, above, for the year of termination based on the amount Executive and/or the would have earned but for Executive’s eligible dependents are entitled to under COBRA) termination, which shall be paid at the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents time such bonus and/or incentive award would have been paid in the month immediately preceding the date ordinary course. For purposes of termination; providedthis Section 13, however, that the Executive or the Disability is defined as Executive’s eligible dependents shall be solely responsible incapacity, certified by a licensed physician selected by Employer (“Employer’s Physician”), which precludes Executive from performing the essential functions of Executive’s duties hereunder for any requirements which must be satisfied consecutive period of three (3) months or actions that must be taken in order to obtain such COBRA continuation coveragemore. Payment In the event Executive disagrees with the conclusions of the amounts listed in this Section 7.3 shall be made by the Company to the Employer’s Physician, Executive (or the Executive’s estate and/or beneficiaries, as the case may berepresentative) within sixty shall designate a physician (60) days of the “Executive’s termination datePhysician”), and Employer’s Physician and Executive’s Physician shall jointly select a third physician (“Third Physician”), who shall make the determination. Executive hereby consents to any examination or to provide or authorize access to any medical records that may be reasonably required by Employer’s Physician or the Third Physician in connection with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue any determination to be bound by made pursuant to this Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein13.

Termination for Death or Disability. If this Agreement is terminated due to Employee's employment hereunder shall terminate upon Employee's death or Disability (as defined below). In the Executive’s event of Employee's death or Disability, then Employee (or Employee's estate or beneficiaries in the case of death) shall have no right to receive any compensation or benefit hereunder or otherwise from the Company will pay on and after the Executive effective date of termination of employment other than (or the Executive’s estate and/or beneficiaries, as the case may be1) (i) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all Salary earned and accrued, but unpaid Bonuses prorated to the date of termination of employment (which shall be paid on Company's next scheduled payroll date), and (2) any earned but unpaid compensation under the Executive’s death or Disability; Bonus Plan as provided in Exhibit “A,” (iii3) all approvedbusiness expense reimbursement pursuant to Section 6, but unreimbursed, business expenses, provided that a request and (4) continued Base Salary payments for reimbursement six (6) months from the date of business expenses is submitted termination of employment to be paid in accordance with Company's scheduled payroll practices (in the case of Disability, offset by amounts payable to Employee pursuant to any disability plan sponsored by any member of the Company’s policies and submitted ). For purposes of this Section 13, Disability is defined as Employee's incapacity, certified by a licensed physician selected by Company ("Company's Physician"), which precludes Employee from performing the Executive essential functions of Employee's duties hereunder for a substantial portion of any consecutive period of six (6) months or more. In the event Employee disagrees with the conclusions of the Company's Physician, Employee (or Employee's representative) shall designate a physician ("Employee's Physician"), and Company's Physician and Employee's Physician shall jointly select a third physician ("Third Physician"), who shall make the Executive’s estate and/or beneficiaries, as determination which determination shall be final and binding on the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior parties hereto. Employee hereby consents to the date of termination, a lump sum payment equal to eighteen (18) times (any examination or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance or authorize access to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, any medical records that the Executive may be reasonably required by Company's Physician or the Executive’s eligible dependents shall Third Physician in connection with any determination to be solely responsible for any requirements which must be satisfied or actions that must be taken in order made pursuant to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein13.

Termination for Death or Disability. If this Agreement is terminated due to Employee's employment hereunder shall terminate upon Employee's death or Disability (as defined below). In the Executive’s event of Employee's death or Disability, then the Company will pay the Executive Employee (or the Executive’s Employee's estate and/or beneficiaries, as or beneficiaries in the case may beof death) shall have no right to receive any compensation or benefit hereunder or otherwise from Employer or any member of the Employer Group on and after the effective date of termination of employment other than (i1) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all Salary earned and accrued, but unpaid Bonuses prorated to the date of the Executive’s death or Disability; termination of employment (iiiwhich shall be paid on Employer's next scheduled payroll date), (2) all approvedany earned but unpaid bonus then payable to Employee (which shall be paid on Employer's next scheduled payroll date), but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted by the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (603) business days of the Executive’s termination date; expense reimbursement pursuant to Section 3(d), and (iv4) if the Executive is participating in the Company’s group medicalbenefits provided pursuant to Section 3(c), vision and dental plan immediately Options that have vested prior to the date of terminationtermination pursuant to Section 3(e),subject to the terms and conditions applicable thereto. For purposes of this Section 10, Disability is defined as Employee's inability to perform the essential functions of Employee's duties hereunder for a lump sum payment equal period of time in excess of that set forth in Employer's policies and procedures, as in effect from time to eighteen (18) times (time, or such lesser period that in excess of a qualified leave pursuant to the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (Family and Medical Leave Act or as otherwise determined on an actuarial basis based upon required by the applicable monthly premium for continuation coverage under COBRA) Americans with Disabilities Act, as applicable. Employee hereby consents to any examination or to provide medicalor authorize access to any medical records that may be reasonably required by a licensed physician selected by Employer in connection with any determination to be made pursuant to this Section 10. For the avoidance of any doubt, vision and dental insurance to any dispute concerning Employee meeting the Executive and his dependents in the month immediately preceding the date definition of termination; provided, however, that the Executive or the Executive’s eligible dependents Disability shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made governed by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days dispute provisions of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein20 below.

Termination for Death or Disability. If this Agreement is terminated due to the ExecutiveEmployee’s employment hereunder shall terminate upon Employee’s death or Disabilitydisability (as defined below). In the event of Employee’s death or disability, then the Company will pay the Executive Employee (or the ExecutiveEmployee’s estate and/or beneficiaries, as or beneficiaries in the case may beof death) shall have no right to receive any compensation or benefit hereunder or otherwise from Employer or any member of the Employer Group on and after the effective date of termination of employment other than (i1) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all Salary earned and accrued, but unpaid Bonuses prorated to the date of the Executivetermination of employment (which shall be paid on Employer’s death or Disability; next scheduled payroll date), (iii2) all approvedany earned but unpaid bonus then payable to Employee (which shall be paid on Employer’s next scheduled payroll date), but unreimbursed, business expenses, provided that a request for (3) expense reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted by the Executive (or the Executive’s estate and/or beneficiaries, as the case may bepursuant to Section 3(d) within sixty (60) business days of the Executive’s termination date; and (ive), and (4) if the Executive is participating in the Company’s group medicalbenefits provided pursuant to Section 3(c), vision and dental plan immediately prior subject to the date terms and conditions applicable thereto. For purposes of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made 10, disability is defined as Employee’s incapacity, certified by a licensed physician selected by Employer (“Employer’s Physician”), which precludes Employee from performing the Company to the Executive (or the Executiveessential functions of Employee’s estate and/or beneficiaries, as the case may be) within duties hereunder for sixty (60) days or more. In the event Employee disagrees with the conclusions of the ExecutiveEmployer’s termination datePhysician, Employee (or Employee’s representative) shall designate a physician (“Employee’s Physician”), and Employer’s Physician and Employee’s Physician shall jointly select a third physician (“Third Physician”), who shall make the determination which determination shall be final and binding on the parties hereto. Employee hereby consents to any examination or to provide or authorize access to any medical records that may be reasonably required by Employer’s Physician or the Third Physician in connection with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue any determination to be bound by made pursuant to this Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein10.

Termination for Death or Disability. If this Agreement is terminated due to Employee's employment hereunder shall terminate upon Employee's death or Disability (as defined below). In the Executive’s event of Employee's death or Disability, then the Company will pay the Executive Employee (or the Executive’s Employee's estate and/or beneficiaries, as or beneficiaries in the case may beof death) shall have no right to receive any compensation or benefit hereunder or otherwise from Employer or any member of the Employer Group on and after the effective date of termination of employment other than (i1) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all Salary earned and accrued, but unpaid Bonuses prorated to the date of termination of employment (which shall be paid on Employer's next scheduled payroll date), (2) any earned but unpaid bonus then payable to Employee (which shall be paid on Employer's next scheduled payroll date), (3) business expense reimbursement pursuant to Section 3(d), (4) benefits provided pursuant to Section 3(c), subject to the Executive’s death terms and conditions applicable thereto, and (5) Company paid COBRA benefits to his dependents for a period of twelve (12) months after which time Employee or Disability; his dependents shall be solely and exclusively responsible for the costs of such benefits. For purposes of this Section 11, Disability is defined as Employee's incapacity, certified by an independent licensed physician selected by Employer (iii) all approved"Employer's Physician"), but unreimbursed, business expenses, provided that which precludes Employee from performing the essential functions of Employee's duties hereunder for a request for reimbursement period of business expenses is submitted in accordance with the Company’s policies and submitted by the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within not less than sixty (60) business consecutive days or ninety (90) days in any rolling one hundred eighty (180) day period. In the event Employee disagrees with the conclusions of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medicalEmployer's Physician, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times Employee (or such lesser period that Employee's representative) shall designate a physician ("Employee's Physician"), and Employer's Physician and Employee's Physician shall jointly select a third physician ("Third Physician"), who shall make the Executive and/or determination which determination shall be final and binding on the Executive’s eligible dependents are entitled parties hereto. The cost of the third physician shall be the responsibility of the Employer. Employee hereby consents to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (any examination or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance or authorize access to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, any medical records that the Executive may be reasonably required by Employer's Physician or the Executive’s eligible dependents shall Third Physician in connection with any determination to be solely responsible for any requirements which must be satisfied or actions that must be taken in order made pursuant to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein11.

Termination for Death or Disability. If this Agreement is terminated due to Employee's employment hereunder shall terminate upon Employee's death or Disability (as defined below). In the Executive’s event of Employee's death or Disability, then Employee (or Employee's estate or beneficiaries in the case of death) shall have no right to receive any compensation or benefit hereunder or otherwise from the Company will pay on and after the Executive effective date of termination of employment other than (or the Executive’s estate and/or beneficiaries, as the case may be1) (i) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all Salary earned and accrued, but unpaid Bonuses prorated to the date of termination of employment (which shall be paid on Company's next scheduled payroll date), and (2) any earned but unpaid compensation under the Executive’s death or Disability; Bonus Plan as provided in Exhibit “A,” (iii3) all approvedbusiness expense reimbursement pursuant to Section 6, but unreimbursed, business expenses, provided that a request and (4) continued Base Salary payments for reimbursement three (3) months from the date of business expenses is submitted termination of employment to be paid in accordance with Company's scheduled payroll practices (in the case of Disability, offset by amounts payable to Employee pursuant to any disability plan sponsored by any member of the Company’s policies and submitted ). For purposes of this Section 13, Disability is defined as Employee's incapacity, certified by a licensed physician selected by Company ("Company's Physician"), which precludes Employee from performing the Executive essential functions of Employee's duties hereunder for a substantial portion of any consecutive period of six (6) months or more. In the event Employee disagrees with the conclusions of the Company's Physician, Employee (or Employee's representative) shall designate a physician ("Employee's Physician"), and Company's Physician and Employee's Physician shall jointly select a third physician ("Third Physician"), who shall make the Executive’s estate and/or beneficiaries, as determination which determination shall be final and binding on the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior parties hereto. Employee hereby consents to the date of termination, a lump sum payment equal to eighteen (18) times (any examination or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance or authorize access to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, any medical records that the Executive may be reasonably required by Company's Physician or the Executive’s eligible dependents shall Third Physician in connection with any determination to be solely responsible for any requirements which must be satisfied or actions that must be taken in order made pursuant to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein13.

Termination for Death or Disability. If this This Agreement is terminated shall automatically terminate in the event of Employee’s death during employment. No severance pay or other separation benefits will be paid in the event of such termination due to the Executive’s death or Disability, then the Company will pay the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) except that (i) Employee’s then-outstanding unvested RSUs with time-based vesting conditions shall fully accelerate such that all accruedof Employee’s then-outstanding RSUs with time-based vesting conditions and any other equity-based awards subject to vesting only upon the achievement of any remaining time-based vesting conditions (i.e., any applicable Performance Target or other non-time-based vesting condition shall have been achieved) shall immediately and fully vest as of the date of such termination and (ii) Employee’s beneficiaries shall be entitled to receive any earned but unpaid wages, based on the Executive’s then current Base Salary, through any bonus compensation to the termination date; extent earned but unpaid, any vested deferred compensation or equity-based awards (ii) other than pension plan or profitsharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Company in which Employee is a participant to the full extent of Employee’s rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all earned and accrued, but unpaid Bonuses prorated to the date of termination (collectively “Accrued Compensation”). In the Executiveevent the Employee becomes disabled during employment and, as a result, is unable to continue to perform substantially all of Employee’s death or Disability; duties and responsibilities under this Agreement for a consecutive period of up to twelve (iii12) all approvedweeks, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(a) above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the Employee’s employment, upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability except that Employee’s then-outstanding unvested RSUs with time-based vesting conditions shall fully accelerate such that all of Employee’s then-outstanding RSUs with time-based vesting conditions and any other equity-based awards subject to vesting only upon the achievement of any remaining time-based vesting conditions (i.e., any applicable Performance Target or other non-time-based vesting condition shall have been achieved) shall immediately and fully vest as of the date of such termination. For the avoidance of doubt, all of Employee’s outstanding equity awards shall continue to vest during any period of disability prior to Employee’s termination. If any question shall arise as to whether the Employee is disabled to the extent that Employee is unable to continue to perform substantially all of Employee’s duties and responsibilities for the Company, the Employee shall, at the Company’s policies request, and submitted by the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the Executive is participating in at the Company’s group medicalexpense, vision and dental plan immediately prior submit to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made medical examination by a physician selected by the Company to whom the Executive (or Employee’s guardian, if any, has no reasonable objection to determine whether the Executive’s estate and/or beneficiaries, as Employee is so disabled and such determination shall for the case may be) within sixty (60) days purposes of this Agreement be conclusive of the Executive’s termination date, with issue. If such a question arises and the payment date determined by the Company in its sole discretion. The Company shall have no other obligations Employee fails to submit to the Executive under this Agreement; howeverrequested medical examination, the Executive Company’s determination of the issue shall continue to be bound by Section 10 and all other post-termination obligations to which binding on the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided hereinEmployee.