Common use of Termination of Employment Due to Disability Clause in Contracts

Termination of Employment Due to Disability. If the Executive’s employment is terminated due to Disability during the Term of Employment, either by the Company or by the Executive, the Term of Employment shall end as of the date of the termination of the Executive’s employment and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days after the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days after the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days after the Termination Date; (4) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as of the Termination Date assuming, for these purposes, that all target goals had been achieved as of the Termination Date and shall be paid or distributed, as the case may be, within 15 days after the Termination Date; (5) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days after the Termination Date; (6) all stock options held by the Executive as of the Termination Date and that were granted prior to February 1, 2008 shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (7) all stock options held by the Executive as of the Termination Date and that were granted on or after February 1, 2008 shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (8) all premiums on health insurance for the Executive, his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health plan; (9) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (10) such other or additional benefits, if any, as may be provided under applicable plans, programs and/or arrangements of the Company. In no event shall a termination of the Executive’s employment for Disability occur unless the Party terminating the Executive’s employment gives written notice to the other Party in accordance with Section 27 below.

Termination of Employment Due to Disability. If the Executive’s employment is terminated due to Disability during the Term of Employment, either by the Company or by the Executive, the Term of Employment shall end as of the date of the termination of the Executive’s employment and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days after of the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days after of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days after of the Termination Date; (4) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as of the Termination Date assuming, for these purposes, that all target goals had been achieved as of the Termination Date and shall be paid or distributed, as the case may be, within 15 days after of the Termination Date; (5) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days after of the Termination Date; (6) all stock options held by the Executive as of the Termination Date and that were granted prior to February 1, 2008 the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (7) all stock options held by the Executive as of the Termination Date and that were granted on or after February 1, 2008 the Effective Date shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (8) all premiums on health insurance for the Executivehimself, his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health heath plan; (9) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (10) such other or additional benefits, if any, as may be provided under applicable plans, programs and/or arrangements of the Company. In no event shall a termination of the Executive’s employment for Disability occur unless the Party terminating the Executive’s employment gives written notice to the other Party in accordance with Section 27 26 below.

Termination of Employment Due to Disability. If the Executive’s employment is terminated due to Disability during the Term of Employment, either by the Company or by the Executive, the Term of Employment shall end as of the date of the termination of the Executive’s employment and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days after of the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days after of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days after of the Termination Date; (4) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards awards, including but not limited to the Special Performance-Based Restricted Stock Grant, shall immediately vest as of the Termination Date assuming, for these purposes, that all target goals had been achieved as of the Termination Date and shall be paid or distributed, as the case may be, within 15 days after of the Termination Date; (5) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days after of the Termination Date; (6) all stock options held by the Executive as of the Termination Date and that were granted prior to February 1, 2008 the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (7) all stock options held by the Executive as of the Termination Date and that were granted on or after February 1, 2008 the Effective Date shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (8) all premiums on health insurance for the Executivehimself, his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health heath plan; (9) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (10) such other or additional benefits, if any, as may be provided under applicable plans, programs and/or arrangements of the Company. In no event shall a termination of the Executive’s employment for Disability occur unless the Party terminating the Executive’s employment gives written notice to the other Party in accordance with Section 27 26 below.

Termination of Employment Due to Disability. If the Executive’s employment is terminated due to Disability during the Term of Employment, either by the Company or by the Executive, the Term of Employment shall end as of the date of the termination of the Executive’s employment and the Executive shall be entitled to the following: (1i) Base Salary earned but not paid prior to the Termination Date, payable within 15 days after the Termination Date; (2) all annual incentive compensation awards with respect date of termination due to any year prior to the year in which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days after the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days after the Termination Date; (4) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as of the Termination Date assuming, for these purposes, that all target goals had been achieved as of the Termination Date and shall be paid or distributed, as the case may be, within 15 days after the Termination Date; (5) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days after the Termination Date; (6) all stock options held by the Executive as of the Termination Date and that were granted prior to February 1, 2008 shall remain exercisable until such times as they terminate Disability in accordance with the terms of the applicable stock option agreementsCompany’s regular payroll practices; (7ii) all stock options held by the Executive any annual bonus earned pursuant to Section 5, but unpaid, as of the Termination Date and that were granted on or date of Executive’s termination for the immediately preceding fiscal year, payable when bonuses are paid by the Company to its senior-level executives in respect of such fiscal year (but not later than the 15th day of the third month after February 1, 2008 shall remain exercisable until the earlier of:end of such fiscal year); (Aiii) a pro-rata share of the stock option’s originally scheduled expiration date, or (B) annual bonus the Executive would have earned pursuant to Section 5 if he had remained employed through the end of the 1-fiscal year period immediately following the Termination Date; (8) all premiums on health insurance for the Executivein which his termination of employment occurred, his spouse and his dependents shall be fully payable when bonuses are paid by the Company for as long as they are eligible for COBRA coverage under to its senior-level executives in respect of such fiscal year (but not later than the Company’s health plan15th day of the third month after the end of such fiscal year); (9iv) any amounts earned, accrued or owing to the Executive prior to the date of his Disability but not yet paid under Section Sections 7, 8, 9 or 10 above; andabove in accordance with the terms thereof; (10v) such other or additional benefits, if any, as may be provided under applicable plans, programs and/or arrangements of the Company, in accordance with the terms of such plans, programs and/or arrangements; and (vi) the immediate vesting of all stock options and deferred stock awarded to the Executive, with any options granted after the Effective Date having a minimum exercise period of one (1) year from the date of death or, if less, the maximum exercise period permitted by Section 409A, subject to any option plan provisions relating to a change in control or similar event and to the initial ten (10) year term of the options; provided, however, that, if necessary, such exercise period shall be extended if permitted by Section 409A until the exercise of the options would cease to violate any federal or state securities laws but subject to the initial ten (10) year term of the options, all in accordance with the terms of the underlying plan document and award agreement. In no event shall a termination of the Executive’s employment for Disability occur unless the Party terminating the Executive’s employment gives provides written notice to the other Party in accordance with Section 27 26 below. Notwithstanding the foregoing, with respect to such termination on account of Disability, in the event that as a result of absence because of mental or physical incapacity the Executive incurs an earlier “separation from service” within the meaning of Section 409A, the Executive shall on such date automatically be terminated from employment as a Disability termination.

Termination of Employment Due to Disability. If the Executive’s 's employment is terminated due to Disability during the Term of Employment, either by the Company or by the Executive, the Term of Employment shall end as of the date of the Executive's termination of the Executive’s employment and the Executive shall be entitled to the following:following (but in no event less than the benefits due him under the then current disability program of the Company): (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days after date of the Termination Datetermination of the Executive's employment; (2) all annual incentive compensation awards with respect to any year prior to the year in of the termination of the Executive's employment which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days after the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonusan amount equal to the sum of 50 percent of Base Salary, at the annual rate in effect on the date of the termination of the Executive's employment, payable within 15 days after monthly for a period ending on the Termination Datefirst day of the month following the month in which the Executive attains age 65 or recovers from his Disability, whichever occurs earlier, less the amount of any disability benefits provided to the Executive under the Company's disability program; (4) immediate vesting of (i) all restricted stock, unvested shares underlying the 1997 Stock Award and (ii) all unvested shares underlying any other restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as award held by the Executive on the date of the Termination Date assuming, for these purposes, that all target goals had been achieved as termination of the Termination Date and shall be paid or distributed, as the case may be, within 15 days after the Termination Datehis employment; (5) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion immediate vesting of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days after the Termination Date; (6) all stock options held by the Executive as on the date of the Termination Date and that were granted prior to February 1termination of his employment, 2008 shall remain with all nonqualified stock options remaining exercisable until such times as they terminate in accordance with the end of their original terms of the applicable stock option agreements; (7) and all incentive stock options held by the Executive as of the Termination Date and that were granted on or after February 1, 2008 shall remain remaining exercisable until the earlier of: of (A) the stock option’s originally scheduled expiration date, or (Bi) the end of the 1one-year period immediately following the Termination Datedate of the termination of his employment or (ii) the date the incentive stock option would otherwise expire; (8) all premiums on health insurance for the Executive, his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health plan; (96) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; (7) continued participation, as if the Executive were still an employee, in the Company's medical, dental, hospitalization and life insurance plans, programs and/or arrangements and in those other employee plans, programs and/or arrangements in which he was participating on the date of the termination of his employment until he attains age 65 or recovers from his Disability, whichever occurs earlier; and (10) such 8) other or additional benefits, if any, as may be provided under benefits in accordance with applicable plans, programs and/or arrangements of the Company. In no event If the Executive is precluded from continuing his participation in any employee benefit plan, program or arrangement as provided in Section 11(b)(7) above, he shall a termination be provided the after-tax economic equivalent of the Executive’s employment for Disability occur unless benefits provided under the Party terminating plan, program or arrangement in which he is unable to participate. The economic equivalent of any benefit foregone shall be deemed to be the Executive’s employment gives written notice to lowest cost that would be incurred by the other Party Executive in accordance with Section 27 belowobtaining such benefit himself on an individual basis.

Termination of Employment Due to Disability. If the Executive’s 's employment is terminated due to Disability during the Term of Employment, either by the Company or by the Executive, the Term of Employment shall end as of the date of the Executive's termination of the Executive’s employment and the Executive shall be entitled to the following:following (but in no event less than the benefits due him under the then current disability program of the Company): (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days after date of the Termination Datetermination of the Executive's employment; (2) all annual incentive compensation awards with respect to any year prior to the year in of the termination of the Executive's employment which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days after the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonusan amount equal to the sum of 50 percent of Base Salary, at the annual rate in effect on the date of the termination of the Executive's employment, payable within 15 days after monthly for a period ending on the Termination Datefirst day of the month following the month in which the Executive attains age 65 or recovers from his Disability, whichever occurs earlier, less the amount of any disability benefits provided to the Executive under the Company's disability program; (4) immediate vesting of (i) all restricted stock, unvested shares underlying the 1997 Stock Award and (ii) all unvested shares underlying any other restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as award held by the Executive on the date of the Termination Date assuming, for these purposes, that all target goals had been achieved as termination of the Termination Date and shall be paid or distributed, as the case may be, within 15 days after the Termination Datehis employment; (5) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion immediate vesting of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days after the Termination Date; (6) all stock options held by the Executive as on the date of the Termination Date and that were granted prior to February 1termination of his employment, 2008 shall remain with all nonqualified stock options remaining exercisable until such times as they terminate in accordance with the end of their original terms of the applicable stock option agreements; (7) and all incentive stock options held by the Executive as of the Termination Date and that were granted on or after February 1, 2008 shall remain remaining exercisable until the earlier of: of (A) the stock option’s originally scheduled expiration date, or (Bi) the end of the 1one-year period immediately following the Termination Datedate of the termination of his employment or (ii) the date the incentive stock option would otherwise expire; (8) all premiums on health insurance for the Executive, his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health plan; (96) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; (7) continued participation, as if the Executive were still an employee, in the Company's medical, dental, hospitalization and life insurance plans, programs and/or arrangements and in those other employee plans, programs and/or arrangements in which he was participating on the date of the termination of his employment until he attains age 65 or recovers from his Disability, whichever occurs earlier; and (10) such 8) other or additional benefits, if any, as may be provided under benefits in accordance with applicable plans, programs and/or arrangements of the Company. In no event If the Executive is precluded from continuing his participation in any employee benefit plan, program or arrangement as provided in Section 11(b)(7) above, he shall a termination be provided the after-tax economic equivalent of the Executive’s employment for Disability occur unless benefits provided under the Party terminating the Executive’s employment gives written notice plan, program or arrangement in which he is unable to the other Party in accordance with Section 27 below.participate. The economic equivalent of any benefit foregone shall be

Termination of Employment Due to Disability. If the Executive’s 's employment is terminated due to Disability during the Term of Employment, either by the Company or by the Executive, the Term of Employment shall end as of the date of the Executive's termination of the Executive’s employment and the Executive shall be entitled to the following:following (but in no event less than the benefits due him under the then current disability program of the Company): (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days after date of the Termination Datetermination of the Executive's employment; (2) all annual incentive compensation awards with respect to any year prior to the year in of the termination of the Executive's employment which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days after the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonusan amount equal to the sum of 50 percent of Base Salary, at the annual rate in effect on the date of the termination of the Executive's employment, payable within 15 days after monthly for a period ending on the Termination Datefirst day of the month following the month in which the Executive attains age 65 or recovers from his Disability, whichever occurs earlier, less the amount of any disability benefits provided to the Executive under the Company's disability program; (4) immediate vesting of (i) all restricted stock, unvested shares underlying the 1997 Stock Award and (ii) all unvested shares underlying any other restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as award held by the Executive on the date of the Termination Date assuming, for these purposes, that all target goals had been achieved as termination of the Termination Date and shall be paid or distributed, as the case may be, within 15 days after the Termination Datehis employment; (5) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion immediate vesting of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days after the Termination Date; (6) all stock options held by the Executive as on the date of the Termination Date and that were granted prior to February 1termination of his employment, 2008 shall remain with all nonqualified stock options remaining exercisable until such times as they terminate in accordance with the end of their original terms of the applicable stock option agreements; (7) and all incentive stock options held by the Executive as of the Termination Date and that were granted on or after February 1, 2008 shall remain remaining exercisable until the earlier of: of (A) the stock option’s originally scheduled expiration date, or (Bi) the end of the 1one-year period immediately following the Termination Datedate of the termination of his employment or (ii) the date the incentive stock option would otherwise expire; (8) all premiums on health insurance for the Executive, his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health plan; (96) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; (7) continued participation, as if the Executive were still an employee, in the Company's medical, dental, hospitalization and life insurance plans, programs and/or arrangements and in those other employee plans, programs and/or arrangements in which he was participating on the date of the termination of his employment until he attains age 65 or recovers from his Disability, whichever occurs earlier; and (10) such 8) other or additional benefits, if any, as may be provided under benefits in accordance with applicable plans, programs and/or arrangements of the Company. If the Executive is precluded from continuing his participation in any employee benefit plan, program or arrangement as provided in Section 11(b)(7) above, he shall be provided the after-tax economic equivalent of the benefits provided under the plan, program or arrangement in which he is unable to participate. The economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis. In no event shall a termination of the Executive’s 's employment for Disability occur unless the Party terminating the Executive’s his employment gives written notice to the other Party in accordance with Section 27 25 below.

Termination of Employment Due to Disability. If the Executive’s employment is terminated due to Disability during the Term of Employment, either by the Company or by the Executive, the Term of Employment shall end as of the date of the termination of the Executive’s employment and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days after of the Termination Date;; [Missing Graphic Reference] (2) all annual incentive compensation awards with respect to any year prior to the year in which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days after of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days after of the Termination Date; (4) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards awards, including but not limited to the Special Performance-Based Restricted Stock Grant, shall immediately vest as of the Termination Date assuming, for these purposes, that all target goals had been achieved as of the Termination Date and shall be paid or distributed, as the case may be, within 15 days after of the Termination Date; (5) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days after of the Termination Date; (6) all stock options held by the Executive as of the Termination Date and that were granted prior to February 1, 2008 the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (7) all stock options held by the Executive as of the Termination Date and that were granted on or after February 1, 2008 the Effective Date shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (8) all premiums on health insurance for the Executivehimself, his her spouse and his her dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health plan; (9) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (10) such other or additional benefits, if any, as may be provided under applicable plans, programs and/or arrangements of the Company. In no event shall a termination of the Executive’s employment for Disability occur unless the Party terminating the Executive’s employment gives written notice to the other Party in accordance with Section 27 26 below.

Termination of Employment Due to Disability. If the Executive’s employment is terminated due to Disability during the Term of Employment, either by the Company or by the Executive, the Term of Employment shall end as of the date of the termination of the Executive’s employment and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days after the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days after the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days after the Termination Date; (4) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as of the Termination Date assuming, for these purposes, that all target goals had been achieved as of the Termination Date and shall be paid or distributed, as the case may be, within 15 days after the Termination Date; (5) all long-term performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days after the Termination Date; (6) all stock options held by the Executive as of the Termination Date and that were granted prior to February 1, 2008 shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (7) all stock options held by the Executive as of the Termination Date and that were granted on or after February 1, 2008 shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (8) all premiums on health insurance for the Executive, his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health plan; (9) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (10) such other or additional benefits, if any, as may be provided under applicable plans, programs and/or arrangements of the Company. In no event shall a termination of the Executive’s employment for Disability occur unless the Party terminating the Executive’s employment gives written notice to the other Party in accordance with Section 27 below.

Termination of Employment Due to Disability. If If, as a result of the Executive’s incapacity due to physical or mental illness (“Disability”), Executive shall have been absent from the full-time performance of her duties with the Company for six (6) consecutive months, and, within 30 days after written notice is provided to her by the Company, the Executive shall not have returned to the full-time performance of her duties, the Executive’s employment under this Agreement may be terminated by the Company due to the Executive’s Disability. With respect to the period beginning when the Executive is terminated first absent from the full-time performance of her duties with the Company due to Disability during and ending upon the Term later of Employment(a) the date she is terminated from employment in accordance with the foregoing sentence, either by or (b) the date she begins receiving long-term disability payments under the Company’s long term disability plan (“Salary Continuation Period”), the Company or by shall continue to pay the ExecutiveExecutive her Base Salary at the rate in effect at the commencement of such period of Disability; provided, however, that in no event shall Executive receive her Base Salary beyond the Term of Employment shall end as of the date of the Retirement Date. Upon a termination of the Executive’s employment and by reason of Disability, the Company shall pay to the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days after the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the Termination Date occurs that have been earned but not paid, payable (i) the 2016 Bonus (either the full amount if her termination by reason of Disability occurs after December 31, 2016 or the pro-rated amount of the award had been determined as of or prior if such termination occurs before such date) with such 2016 Bonus paid to the Termination Date, then within 15 days after Executive at the Termination Date or (ii) if same time and in the amount of same manner as the award had not been determined as of or prior to the Termination Date, then at such time as such awards 2016 Bonus would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days after the Termination Date; (4) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as of the Termination Date assuming, for these purposes, that all target goals had been achieved as of the Termination Date and shall be paid or distributed, as the case may be, within 15 days after the Termination Date; (5) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days after the Termination Date; (6) all stock options held by the Executive as not been terminated by reason of the Termination Date and that were granted prior to February 1Disability, 2008 (ii) any outstanding shares of restricted common stock shall remain exercisable until such times as they terminate vest in accordance with the terms of the applicable stock option agreements; Award Agreements, and (7iii) all stock options held the Company shall reimburse the Executive for the amount of premiums paid by the Executive as of the Termination Date and that were granted on or after February 1, 2008 shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (8) all premiums on health insurance to continue coverage for the Executive, his spouse Executive and his her eligible dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health plan; (9) any amounts earned, accrued or owing to plan during the period that the Executive but not yet paid and her eligible dependents are eligible to participate in the Company’s health plan under Section 7, 8, 9 or 10 above; and (10) such other or additional the terms of the plan and the insurance policy that insures the plan’s benefits, if anynot to exceed the Retirement Date. If the Executive and her eligible dependents are unable to continue participation in the Company’s health plan until the Retirement Date, as may be provided the Company shall reimburse the Executive for the amount of premiums paid by the Executive to continue coverage for the Executive and her eligible dependents under applicable plans, programs and/or arrangements COBRA or any similar State law for the period from the date of termination by reason of Disability up to and including the Retirement Date. The obligations of the Company. In no event Company to make any payments to Executive required under this Section 14 (except for the Base Salary payments) shall a termination of be conditioned on the Executive’s employment for Disability occur unless execution and delivery by the Party terminating Company and the Executive’s employment gives written notice to Executive of, and the other Party in accordance with Section 27 beloweffectiveness of, the Release Agreement.

Termination of Employment Due to Disability. If the Executive’s 's employment is terminated due to Disability during the Term of Employment, either by the Company or by the Executive, the Term of Employment shall end as of the date of the Executive's termination of the Executive’s employment and the Executive shall be entitled to the following:following (but in no event less than the benefits due him under the then current disability program of the Company): (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days after date of the Termination Datetermination of the Executive's employment; (2) all annual incentive compensation awards with respect to any year prior to the year in of the termination of the Executive's employment which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days after the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) an amount equal to the Base Salary (based on the Base Salary in effect on the date of termination of Executive's employment) with respect to a pro rata Target Bonusperiod equal to 18 months payable in accordance with the Company's regular payroll practices, payable within 15 days after REDUCED, HOWEVER, by any amounts received by Executive during such 18 month period in benefits provided under any disability insurance policy the Termination Date;premiums for which policy are paid by Company as an employee benefit. (4) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as a pro rata annual incentive compensation award for the year in which the termination of the Termination Date assumingExecutive's employment occurs; PROVIDED, for these purposesHOWEVER, that all target the performance goals had been achieved as established under the annual incentive compensation plan or program with respect to the year in which the termination of the Termination Date and shall be paid or distributed, as the case may be, within 15 days after the Termination DateExecutive's employment occurs are met; (5) the restrictions on transferability with respect to all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion shares of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days after the Termination DateRestricted Stock shall immediately be removed; (6) all stock options the exercisable portion of the Option held by the Executive as of the Termination Date and that were granted prior to February 1, 2008 shall remain exercisable until such times as they terminate in accordance with the terms date of the applicable stock option agreements; (7) all stock options held by the Executive as termination of the Termination Date and that were granted on or after February 1, 2008 his employment shall remain exercisable until the earlier of: of (A) the stock option’s originally scheduled expiration date, or (Bi) the end of the 1-year period immediately following the Termination Datedate of the termination of his employment or (ii) the date the Option would otherwise expire; (8) all premiums on health insurance for the Executive, his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health plan; (97) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 9, 1 0 or 10 11 above; and (10) 8) such other or additional benefits, if any, as may be are provided under applicable plans, programs and/or arrangements of the Company. In no event shall a termination of the Executive’s 's employment for Disability occur unless the Party terminating the Executive’s his employment gives written notice to the other Party in accordance with Section 27 24 below.

Termination of Employment Due to Disability. If the Executive’s employment is terminated due to Disability during the Term of Employment, either by the Company or by the Executive, the Term of Employment shall end as of the date of the termination of the Executive’s employment and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days after of the Termination Date;; [Missing Graphic Reference] (2) all annual incentive compensation awards with respect to any year prior to the year in which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days after of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days after of the Termination Date; (4) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards awards, including but not limited to the Special Performance-Based Restricted Stock Grant, shall immediately vest as of the Termination Date assuming, for these purposes, that all target goals had been achieved as of the Termination Date and shall be paid or distributed, as the case may be, within 15 days after of the Termination Date; (5) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days after of the Termination Date; (6) all stock options held by the Executive as of the Termination Date and that were granted prior to February 1, 2008 the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (7) all stock options held by the Executive as of the Termination Date and that were granted on or after February 1, 2008 the Effective Date shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (8) all premiums on health insurance for the Executivehimself, his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health plan; (9) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (10) such other or additional benefits, if any, as may be provided under applicable plans, programs and/or arrangements of the Company. In no event shall a termination of the Executive’s employment for Disability occur unless the Party terminating the Executive’s employment gives written notice to the other Party in accordance with Section 27 26 below.

Termination of Employment Due to Disability. If The Bank and the Company may terminate the Executive’s 's employment is terminated due to Disability during upon a determination, by separate votes of a majority of the Term members of Employment, either by the Boards of Directors of the Company and the Bank, acting in reliance on the written advice of a medical professional acceptable to them, that the Executive is suffering from a physical or by the Executivemental impairment which, the Term of Employment shall end as of at the date of the termination of the Executive’s employment and determination, has prevented the Executive shall be entitled to from performing the following: essential duties of his position on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) Base Salary earned but not paid year ending with the date of the determination or is likely to result in death or prevent the Executive from performing his assigned duties on a substantially full-time basis for a period of at least one hundred and eighty (180) days during the period of one (1) year beginning with the date of the determination. In such event: (a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements; and (b) in addition to the Standard Termination Entitlements, the Bank and the Company shall continue to pay the Executive his base salary, at the annual rate in effect for him immediately prior to the Termination Datetermination of his employment, payable within 15 during a period ending on the earliest of: (i) the expiration of one hundred and eighty (180) days after the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the Termination Date occurs that have been earned but not paid, payable (i) if the amount date of the award had been determined as termination of or prior to the Termination Date, then within 15 days after the Termination Date or his employment; (ii) if the amount date on which long-term disability insurance benefits are first payable to him under any long-term disability insurance plan covering employees of the award had not been determined as Bank or the Company (the "LTD Eligibility Date"); (iii) the date of or prior to his death; and (iv) the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days after the Termination Date; (4) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as expiration of the Termination Date assuming, for these purposes, that all target goals had been achieved as of Remaining Unexpired Employment Period (the Termination Date and shall be paid or distributed, as the case may be, within 15 days after the Termination Date; (5) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days after the Termination Date; (6) all stock options held by the Executive as of the Termination Date and that were granted prior to February 1, 2008 shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (7) all stock options held by the Executive as of the Termination Date and that were granted on or after February 1, 2008 shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) "Initial Continuation Period"). If the end of the 1-year period immediately following Initial Continuation Period is neither the Termination Date; (8) all premiums on health insurance for LTD Eligibility Date nor the Executivedate of his death, his spouse and his dependents shall be fully paid by the Company and the Bank shall continue to pay the Executive his base salary, at an annual rate equal to sixty percent (60%) of the annual rate in effect for as long as they are eligible for COBRA coverage under the Company’s health plan; (9) any amounts earned, accrued or owing him immediately prior to the Executive but not yet paid under Section 7termination of his employment, 8, 9 or 10 above; and (10) such other or during an additional benefits, if any, as may be provided under applicable plans, programs and/or arrangements period ending on the earliest of the Company. In no event shall a termination LTD Eligibility Date, the date of his death and the expiration of the Executive’s employment for Disability occur unless the Party terminating the Executive’s employment gives written notice to the other Party in accordance with Section 27 belowRemaining Unexpired Employment Period.